Marvell Technology Group (MRVL)

3. Transition Services and Supply Agreements

In connection with the Asset Purchase Agreement, the two parties entered into a Transition Services Agreement and a Supply Agreement (collectively, the “Agreements”). Pursuant to the terms of the Agreements, Intel intends to manufacture, assemble, and test and supply products that are sold by the Business. This arrangement is expected to continue through at least the beginning of fiscal year 2008, while Marvell arranges other resources. Intel will also provide certain transition services to Marvell, including financial services, supply chain support, data extraction, conversion services, facilities and site computing support, and office space services. The transition period is expected to be approximately 180 calendar days. Inventory is not being acquired by Marvell pursuant to the Asset Purchase Agreement and is, therefore, not included in the purchase price of the Business. However, for additional consideration, Marvell will purchase inventory upon assuming the Business’s customer relationships and responsibilities pursuant to the terms of the Supply Agreement.

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