NXP and Virage Logic Strategic Alliance Accelerates NXP`s Move to High Performance Mixed Signal Leadership and Further Establishes Virage Logic as an IP Power House

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Mon Oct 12, 2009 3:05am EDT

Agreement Transfers NXP`s Advanced CMOS Semiconductor Horizontal IP Technology
and Development Team to Virage Logic for Broad Market Availability and
Establishes Virage Logic as NXP`s Trusted IP Provider
EINDHOVEN, Netherlands & FREMONT, Calif.--(Business Wire)--
NXP Semiconductors and Virage Logic Corporation (NASDAQ:VIRL) today announced a
strategic agreement that accelerates NXP`s move to high performance mixed signal
leadership and further broadens Virage Logic`s extensive semiconductor IP
portfolio. The agreement calls for the transfer of a part of NXP`s advanced CMOS
intellectual property rights and certain engineering talent and equipment to
Virage Logic. This arrangement includes a long-term licensing and IP development
relationship between the two companies, enabling NXP to significantly reduce
costs without compromising its design capability. Virage Logic will establish an
R&D center in Eindhoven providing on-going support to NXP and developing new
products based on the acquired advanced CMOS I/O, analog mixed signal and
System-on-Chip (SoC) infrastructure IP. These new products, expected to be
commercially available in early 2011, further the company`s leadership position
as the largest independent IP provider to the semiconductor industry. 

This strategic alliance underscores the semiconductor industry`s continuing
trend for companies to focus on their core competencies while outsourcing
non-differentiating elements of their business. This trend has enabled
semiconductor companies to increase design concentration on development of their
unique technical advantages, thus improving both product development cycle time
as well as increasing the breadth of new product features. NXP`s decision to
select Virage Logic as its trusted IP provider is another step in the company`s
strategic vision to achieve leadership in high performance mixed signal. 

Under the terms of the multi-year agreement, NXP will transfer over 160
employees and the assets associated with selected advanced CMOS libraries, IP
blocks and SoC architecture along with other classes of semiconductor IP,
including approximately 25 associated patent families. In consideration for the
assets, NXP will receive 2.5 million shares of Virage Logic common stock, which
will be subject to transfer restrictions, and a share of the future revenue
generated by Virage Logic from licensing the transferred IP portfolio. In
addition, Virage Logic will provide to NXP services surrounding the transferred
IP for a 3.5-year period, and NXP will receive a 3.5 year license to Virage
Logic`s extensive standard-products semiconductor IP portfolio for all future
SoC designs. In consideration for the services and the license of the Virage
Logic IP portfolio, NXP will pay Virage Logic $60 million over four years from
the closing of the transaction. The companies are targeting a closing in Q4 of
this year, pending consultations with employee representatives. The transaction
is expected to be accretive in Virage Logic`s fourth fiscal quarter of 2010. 

"Today`s announcement represents the latest milestone in NXP`s strategy of
leadership and focus," said Rick Clemmer, president and CEO of NXP
Semiconductors. "NXP`s decision to select Virage Logic as its trusted IP
provider allows the company to focus on its strategic vision to achieve
leadership in high performance mixed signal. The partnership with Virage Logic
will also guarantee the availability of state-of-the-art of IP to NXP and
provides NXP the opportunity to participate in the value creation through our
equity ownership and license sharing agreement with Virage Logic." 

Dan McCranie, executive chairman for Virage Logic, said, "Over two years ago, we
embarked on a transformation that was based on several key strategic
initiatives. Amongst those initiatives were, a) the broadening of our IP product
portfolio through both organic and inorganic growth and, b), establishing Virage
Logic as the semiconductor industry`s Trusted IP partner. Today`s announcement
with NXP represents strong progress on both of those initiatives. All of us at
Virage Logic are proud of the confidence that NXP has shown in our technical
teams to be selected as the IP provider to NXP for their future development. In
addition, we are excited about the future ability to expand our IP offerings to
the semiconductor industry through the productizing of NXP`s important IP
elements." 

"This partnership enables us to serve customer demands and boost flexibility in
the timely supply of cost effective and innovative ICs for a multitude of
applications," said René Penning de Vries, chief technology officer (CTO) of NXP
Semiconductors. "Our internal IP development team is world class as evidenced by
the first-time functional success we experienced with our 45-nanometer chips. We
selected Virage Logic because we have been working with them for many years and
their proven technology leadership as a broad line IP supplier made them our
partner of choice to distribute NXP`s IP globally as well as further the
development of this advanced IP." 

"Virage Logic was founded on the vision that an independent IP company could
provide the technically superior building blocks the global semiconductor
industry needs to develop their highly differentiated end products more cost
effectively and deliver them to market more quickly," said Dr. Alex Shubat,
president, CEO and co-founder of Virage Logic. "Our partnership with NXP
validates our vision and we are excited to have the talented NXP technologists
join Virage Logic`s global R&D team to further the development of NXP`s IP
technology. The Eindhoven R&D center of excellence will drive the productization
of NXP`s advanced CMOS IP technology and will enable Virage Logic to make this
leading technology available to global SoC designers as they build products to
meet their end market requirements as well as to service NXP`s IP needs for
their next generation products." 

Conference Call

Virage Logic's management will hold a teleconference at 1:30 p.m. PACIFIC / 4:30
p.m. EASTERN Tuesday, October 13, 2009. Participants can access the call by
dialing (866) 225-8754 (domestic) or (480) 629-9692 (international), Conference
ID number 4171279 or can listen via a live Internet webcast, which can be found
on the Investor Relations page of the Virage Logic website at
www.viragelogic.com. A replay of the call will be available at (800) 406-7325
(domestic) or (303) 590-3030 (international), access number 4171279 through
October 14, 2009; and the webcast can be accessed at www.viragelogic.com. 

About NXP Semiconductors

NXP is a leading semiconductor company founded by Philips more than 50 years
ago. Headquartered in Europe, the company has about 29,000 employees working in
more than 30 countries and posted sales of USD 5.4 billion (including the Mobile
& Personal business) in 2008. NXP creates semiconductors, system solutions and
software that deliver better sensory experiences in TVs, set-top boxes,
identification applications, mobile phones, cars and a wide range of other
electronic devices. News from NXP is located at www.nxp.com. 

About Virage Logic

Virage Logic is a leading provider of both functional and physical semiconductor
intellectual property (IP) for the design of complex integrated circuits. The
company's highly differentiated product portfolio includes embedded SRAMs,
embedded NVMs, embedded memory test and repair, logic libraries, memory
development software, interface IP solutions, and processor solutions. As the
industry's trusted semiconductor IP partner, more than 350 foundry, IDM and
fabless customers rely on Virage Logic to achieve higher performance, lower
power, higher density and optimal yield, as well as shorten time-to-market and
time-to-volume. For further information, visit http://www.viragelogic.com. 

Safe Harbor Statement under the Private Securities Litigation Reform Act of
1995:

Any statements in this press release about Virage Logic`s expectations, beliefs,
plans, objectives, assumptions or future events or performance, including with
respect to the asset acquisition from NXP, and any assumptions underlying such
statements, are not historical facts and are "forward-looking statements" within
the meaning of the Private Securities Litigation Reform Act of 1995. These
statements are often, but not always, made through the use of words or phrases
such as believe, will, expect, anticipate, estimate, intend, plan and would.
Forward-looking statements also include statements concerning the plans and
objectives of Virage Logic`s management for future operations, including plans
or objectives relating to its products or services and the assets being acquired
from NXP and NXP employees to be hired by Virage Logic, statements regarding the
timing or completion of the asset acquisition, statements regarding the timing
of product releases and the potential for the Acquisition to be accretive, and
the assumptions underlying or relating to all such statements. Actual results
could differ materially from those predicted by these forward-looking
statements. Forward-looking statements are not guarantees of performance. They
involve known and unknown risks, uncertainties and assumptions that may cause
actual results, levels of activity, performance or achievements to differ
materially from those expressed or implied. Some of these risks, uncertainties
and assumptions include, but are not limited to (i) the outcome of any legal
proceedings instituted against the Virage Logic, NXP and others in connection
with the NXP asset acquisition; (ii) the failure of the NXP asset acquisition to
close for any reason; (iii) the amount of the costs, fees, expenses, charges and
liabilities relating to the NXP asset acquisition; (iv) business uncertainty and
contractual restrictions prior to the closing of the NXP asset acquisition; (v)
competition generally and the increasingly competitive nature of our industry;
(vi) the effect of war, terrorism or catastrophic events; (vii) stock price,
foreign currency exchange and interest rate volatility; and (viii) the failure
of Virage Logic to successfully integrate the assets acquired from NXP and NXP
employees to be hired by Virage Logic with Virage Logic`s own operations and the
failure to achieve the cost savings and other synergies Virage Logic expects to
result from the NXP asset acquisition. 

The foregoing list sets forth some, but not all, of the factors that could
affect Virage Logic`s ability to achieve results described in any
forward-looking statements. For additional information about risks and
uncertainties Virage Logic faces and a discussion of its financial statements
and footnotes, see documents Virage Logic files with the Securities and Exchange
Commission, including its most recent annual report on Form 10-K and all
subsequent periodic reports. Virage Logic assumes no obligation and expressly
disclaims any duty to update forward-looking statements to reflect events or
circumstances after the date of this press release or to reflect the occurrence
of subsequent events. 

Forward-looking Statements

This release may contain certain forward-looking statements with respect to the
financial condition, results of operations and business of NXP and certain plans
and objectives of NXP with respect to these items. By their nature,
forward-looking statements involve risk and uncertainty because they relate to
events and depend on circumstances that will occur in the future and there are
many factors that could cause actual results and developments to differ
materially from those expressed or implied by these forward-looking statements.

For further information, please contact:
Media:
Virage Logic
Sabina Burns, +1 510-743-8115
Sabina.burns@viragelogic.com
or
NXP
Pieter van Nuenen, +31 40 27 25398
pieter.van.nuenen@nxp.com
or
Investors:
Virage Logic
Brian Sereda, +1 510-360-8017
Brian.sereda@viragelogic.com
or
NXP
Albert Hollema, +31 40 27 25610
Albert.hollema@nxp.com



Copyright Business Wire 2009

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