Marvell Technology Group (MRVL)

Item 5.05.           Amendments to the Registrant’s Code of Ethics, or Waiver of a Provision of the Code of Ethics

Marvell Technology Group Ltd. (the “Company”), through its subsidiaries, Marvell Semiconductor, Inc.(“MSI”) and Marvell International Ltd. (“MIL”), has entered into a License and Manufacturing Services Agreement (the “License Agreement”) with C2Microsystems, Inc. (“C2Micro”).  The License Agreement is on substantially similar terms as other license and manufacturing services agreements with other third parties.  Dr. Sehat Sutardja, Ph.D. and Weili Dai, through their ownership and control of Estopia LLC (“Estopia”) are indirect shareholders of C2Micro.  Herbert Chang, one of the Company’s directors, through his ownership and control of C-Squared venture entities, is also an indirect shareholder of C2Micro.  Dr. Pantas Sutardja, Ph.D. is also a shareholder in C2Micro.

The Company’s Code of Ethics requires a waiver in connection with interested party transactions involving members of the Board of Directors, including the transaction described above.  Effective as of August 10, 2005, the disinterested, independent directors of the Company’s Board of Directors (the “Board”) granted a waiver of the Code of Ethics to Dr. Sehat Sutardja, Ph.D., Weili Dai, Dr. Pantas Sutardja, Ph.D. and Herbert Chang in connection with the entry into the License Agreement with C2Micro by MSI and MIL.  The disinterested, independent directors of the Board approved this transaction as discussed above, after considering, among other things, the business and financial implications of the transaction, as well as the terms of the transaction, the Company’s Code of Ethics and after concluding that the transaction is fair to, and in the best interests of, the Company.

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