ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

On June 30, 2009, Vitesse Semiconductor Corporation (the "Company") entered into a Sale and Purchase Agreement (the "Agreement") and consummated the sale, assignment and transfer of certain patents (the "Vitesse Patents") from its intellectual property portfolio for consideration of $8.25 million with such payment due by July 15, 2009. The Vitesse Patents relate to the Company's non-core business, specifically its network processing products.

The Agreement provides that the Company shall retain a non-exclusive, revocable, non-assignable, non-divisible, worldwide, fully-paid-up, royalty-free, perpetual right and license to the Vitesse Patents for the full life of such Vitesse Patents. In the event the Company is dissolved, liquidated, acquired by, merged into, or sells substantially all of its stocks and/or assets to another entity, this license shall be limited to products of the Company at the time of said dissolution, liquidation, acquisition, merger, or sale, excluding future versions or successors that include major functional enhancements. The Agreement also contains other customary representations, warranties, and affirmative and negative covenants for agreements of this type.

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