Marvell Technology Group (MRVL)

5.05         Cooperation.

(a)   After the Closing, each Party shall provide such assistance and cooperation as the other Party or its counsel may reasonably request in connection with any claims or Proceedings relating to the Business or the Transferred Assets or the Transferred Shares or any pending Intellectual Property.  Each Party shall reimburse the other for reasonable out-of-pocket costs and expenses incurred by the other in assisting such Party pursuant to this Section 5.05.  No Party shall be required by this Section 5.05 to take any action that would unreasonably interfere with the conduct of its business or unreasonably disrupt its normal operations.

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(b)   Without limiting the foregoing, Buyer shall use all commercially reasonable efforts to seek and obtain from the SEC such waivers of, or relief from, the requirements pursuant to Rule 3-05 of Regulation S-X or such other securities laws applicable to the audited financial statements contemplated by Section 6.01(f) as reasonably requested by Seller.

5.06         Assignments. Seller will reasonably cooperate with Buyer in transferring the Transferred Intellectual Property, including any pending applications and registrations for the registered Intellectual Property, provided, however, that as of the Closing Date and except as provided in Section 5.05, Seller shall have or incur no further obligations or expenses in connection therewith, and it shall be the sole responsibility of Buyer to pursue, protect, or perfect any such rights as it may see fit in its sole discretion.

5.07         Consents and Filings; Further Assurances. Commencing as soon as practicable following the date hereof, Seller will use its commercially reasonable efforts to obtain Material Contract Consents.  Each Party agrees to execute and deliver such other documents, certificates, agreements and other writings and to take such other commercially reasonable actions as may be reasonably necessary or desirable in order to (a) satisfy the conditions set forth in Article VI or otherwise consummate or implement expeditiously the transactions contemplated by this Agreement and the other Acquisition Documents or (b) obtain any Material Contract Consents and also to obtain from Governmental Authorities and other Persons all consents, approvals, authorizations, qualifications and orders as are necessary for the consummation of the transactions contemplated by this Agreement and the Acquisition Documents and to promptly make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement required under the HSR Act, and any filings under similar merger notification laws or regulations of foreign Governmental Authorities.  Seller and Buyer shall keep each other timely apprised of the status of any communications with, and any inquiries from, the United States Federal Trade Commission and the United States Department of Justice and similar Governmental Authorities in other jurisdictions, and shall comply promptly with any such inquiry or request.  Notwithstanding the foregoing, except as set forth on Schedule 5.07, no Party shall have any obligation to expend any funds, commence or participate in any litigation, or offer or grant any accommodation (financial or otherwise) in connection with the consummation of the transactions contemplated hereby (including, by way of illustration only, any payment in connection with obtaining the Material Contract Consents, Seller Approvals or Buyer Approvals) other than normal out-of-pocket expenses (such as fees of counsel, accountants and auditors) reasonably necessary to consummate such transactions or consent fees, amendment fees, cost, reimbursement provisions or the like set forth in the applicable Assumed Contract or Transferred Sub Contract in question.  Notwithstanding the foregoing, Buyer will be solely responsible for obtaining any third party licenses in connection with the operation of the Business after the Closing.

5.08         Public Announcements. Neither Buyer nor Seller nor any of their respective Affiliates shall issue any press release or otherwise make any public statements with respect to the transactions contemplated by this Agreement or any of the other Acquisition Documents without the prior written consent of Buyer (in the case of Seller) or Seller (in the case of Buyer), except as may be required by Applicable Law, or by the rules and regulations of, or pursuant to any agreement with, Nasdaq.  If any party determines, with the advice of counsel, that it is required by Applicable Law to make any public announcement of or disclosure of this Agreement, any of the

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other Acquisition Documents, or any terms hereof or thereof, it shall, a reasonable time before making any public announcement or disclosure, consult with the other Party regarding such disclosure and seek confidential treatment for such terms or portions of such announcement of or disclosure of this Agreement or such other Acquisition Document as may be requested by the other Party.  For the avoidance of doubt, Buyer shall not contact any of the customers of Seller or employees of Seller without the presence of a representative of Seller with respect to the Business or any Transferred Asset.