Apple (AAPL)

Product Warranties

Freescale warrants that the MPUs will [**] and [**] mutually agreed to by Apple and Freescale for [**] after the date of [**], and Freescale will [**] and [**] of any MPUs that [**] or [**] within such warranty period.  This warranty [**] that result from [**] the MPU [**] set forth in the [**].

Independent Efforts and Similar Products

Nothing in this Purchase Agreement will impair Apple’s right to develop, manufacture, purchase or use products or services competitive with those offered by Freescale.

Confidentiality

The terms, conditions and existence of the Purchase Agreement and related negotiations and activities will be considered confidential information of each party governed by the terms of the mutual confidentiality agreement between them dated 5/10/05.

Indemnities

Subject to the limitations and exclusions stated below, Freescale will defend, at Freescale’s expense, any Claim or Suit against Apple or any of its subsidiaries and will indemnify them from any costs and damages finally awarded (including attorney and other professional fees and expenses) and any amounts paid in settlement in connection with such Claim or Suit.  “Claim” means a claim that any MPU furnished by Freescale under this Purchase Agreement infringes (or that the sale, offer for sale, use, or importation of such MPU infringes) a patent or copyright, or misappropriates a trade secret. “Suit” means a lawsuit based on a Claim.

Product Warranties

Freescale warrants that the MPUs will [**] and
[**] mutually agreed to by Apple and
Freescale for [**] after the date of [**], and Freescale will [**] and [**]
of any
MPUs that [**] or [**] within such warranty period.  This warranty [**] that result from [**] the MPU [**] set forth in the [**].

Independent Efforts and Similar
Products

Nothing in this Purchase Agreement will
impair Apple’s right to develop, manufacture, purchase or use products or
services competitive with those offered by Freescale.

Confidentiality

The terms, conditions and existence of the
Purchase Agreement and related negotiations and activities will be considered
confidential information of each party governed by the terms of the mutual
confidentiality agreement between them dated 5/10/05.

Indemnities

Subject to the limitations and exclusions
stated below, Freescale will defend, at Freescale’s expense, any Claim or Suit
against Apple or any of its subsidiaries and will indemnify them from any costs
and damages finally awarded (including attorney and other professional fees and
expenses) and any amounts paid in settlement in connection with such Claim or
Suit.  “Claim” means a claim that any MPU
furnished by Freescale under this Purchase Agreement infringes (or that the
sale, offer for sale, use, or importation of such MPU infringes) a patent or
copyright, or misappropriates a trade secret. “Suit” means a lawsuit based on a
Claim.