SUPPLEMENTAL AGREEMENT relating to ASSET PURCHASE AGREEMENT dated January 31, 2011

Exhibit 1.1

SUPPLEMENTAL AGREEMENT

relating to

ASSET PURCHASE AGREEMENT dated January 31, 2011

This SUPPLEMENTAL AGREEMENT (this “Supplemental Agreement”) is entered into as of March 4, 2011, by and among: CELESTIAL SEMICONDUCTOR, LTD., a Cayman Islands exempted company (the “Seller”), Cavium Networks, Inc., a Delaware corporation (“IP Purchaser”), and Cavium Networks Singapore Pte. Ltd., a company organized under the laws of Singapore (“Inventory Purchaser,” and with IP Purchaser, the “Purchasers” and each a “Purchaser”). Certain capitalized terms used in this Agreement are defined in EXHIBIT A to the Asset Purchase Agreement

WHEREAS : -

NOW IT IS HEREBY AGREED AS FOLLOWS :-

1.2(a) In connection with the Closing, subject to any additional consideration payable pursuant to Section 1.2(b) below, as consideration for the sale of the Assets to the Purchasers, the Purchasers will pay up to US$56,040,049.35 less (A) the PRC Purchase Price, and (B) the Adjusted Closing Cash Balance, in cash and Purchaser Shares and assume certain liabilities as follows:”

“1.2(a)(i) At the Closing, the Purchasers shall cause that number of shares of Purchaser Shares equal to US$35,000,000 divided by the Purchaser Average Stock Price, rounded down to the nearest whole share (the “Purchaser Shares”), to be issued to the Seller.”

“1.2(a)(ii). The Purchasers shall pay an amount equal to US$21,040,049.35 (the “Closing Payment”), as follows (without duplication):

(1) At the Closing, the Purchasers shall deposit an amount equal to US$4,853,900.38 (the “Escrow Amount”) in an interest-bearing escrow account (the “Escrow Account”) to be established as of the Closing Date (as defined below) pursuant to an Escrow Agreement among the Seller, the IP Purchaser and US Bank, National Association (the “Escrow Agent”), in substantially the form of Exhibit C attached hereto (the “Escrow Agreement”).

(2) At or prior to the Closing, the Purchasers shall pay the amounts due to the Seller’s creditors as set forth on Schedule 1.2(a)(ii)(2) (the “Scheduled Creditor Payments”) each by wire transfer to account numbers provided to the Purchasers by the Seller prior to the Closing;

(3) At the Closing, the Purchasers shall pay the amounts due to the Seller’s creditors each by wire transfer to account numbers provided to the Purchasers by the Seller prior to the Closing as set forth on Schedule 1.2(a)(ii)(3) (the “Excess Transaction Fee Payments”);

(4) After the Closing, the Purchasers or their Affiliates shall pay employee retention bonuses to in an aggregate amount of US$800,000 (or its RMB equivalent) to certain Affected Employees as agreed upon between IP Purchaser and the Seller during the Pre-Closing Period (the “Closing Signing Bonuses”); and”

(5) At the Closing, the Purchasers shall pay to the Seller an amount equal to US$21,000,000, less each of (A) the PRC Purchase Price, (B) the Adjusted Closing Cash Balance, (C) the sum of the amounts set forth in Sections 1.2(a)(ii)(1), (2) and (4), and (D) the total amount set forth on Schedule 1.2(a)(ii)(3) (the “Net Closing Payment”) by wire transfer to an account number provided to the Purchasers by the Seller prior to the Closing; and”

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“(b)(vi) In the event that the IP Purchaser determines in its reasonable discretion that it is required to withhold any applicable withholding taxes with respect to the payment of the Earnout Payment to the Seller, then (i) IP Purchaser shall so notify the Seller at the time of the delivery of the Earnout Statement, and (ii) the Seller may, in its discretion, direct the IP Purchaser to make such Earnout Payment directly to the Seller’s shareholders on a pro-rata basis based on their equity interest in the Seller (less any applicable withholding taxes to the relevant shareholder of the Seller). The respective percentage allocations of the Earnout Payment as between the shareholders of the Seller shall be provided to the IP Purchaser in writing by the Seller and shall be accompanied by a certified copy of the Seller’s register of members.”

“1.7 Issuance of Purchaser Shares. The Parties acknowledge that IP Purchaser will issue the Purchaser Shares to the Seller in reliance on the Seller’s representations and warranties set forth in the Shareholders Agreement and that the Purchaser Shares shall be subject to the restrictions on transfer as set forth in the Shareholders Agreement. Other than transfers pursuant to the Shelf Registration Statement (as defined in the Shareholders Agreement), the Seller further covenants and agrees that it shall not transfer (by way of dividend, transfer, assignment, liquidating disposition or otherwise) the Purchaser Shares received by the Seller pursuant to Section 1.2(a)(i) to any Person other than the shareholders of the Seller listed on Schedule 1.7 in connection with and conditional upon such shareholders executing and becoming parties to the Shareholders Agreement as provided therein.”

“the Shareholders Agreement, in the form of Exhibit L (the “Shareholders Agreement”), executed by the Seller;”

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“Section 5.8. The Seller shall take all necessary action in compliance with applicable law to cause Celestial China to transfer all of its rights to collect from its customers (and to retain) all fees and other amounts payable, or that may become payable, to Celestial China, under the Assumed Contracts Celestial China is assigning pursuant to this Agreement and the Assumption Agreement, to the Purchasers’ Party assuming such Assumed Contracts.

“the agreement between Celestial China and Tianjin University, in the form of EXHIBIT I, executed by the parties thereto.”

“any Liability resulting from unused vacation or other leave accrued by any employee of Seller or any Subsidiary prior to the Closing Date and any PRC Liability;”

“(d) In the event that, as of the Closing Date, consents or waivers to the assignment of certain of the Assumed Contracts have not been obtained as of the Closing Date (the “Outstanding Assumed Contracts”), such Outstanding Assumed Contracts and the rights with respect thereto shall constitute “Nonassignable Assets” for purposes of this Section 10.3. Upon receipt of the relevant consent to assignment with respect to any Outstanding Assumed Contract, the Purchasers and Seller shall amend the Assignment and Assumption Agreement and the schedules thereto to include such Outstanding Assumed Contract with retroactive effect to the Closing.”

“if to the Seller:

Celestial Semiconductor, Ltd.

Attn: Board of Directors

4

Ugland House

South Church Street, George Town

Grand Cayman, Cayman Islands

with a copy to (which shall not constitute notice):

DLA Piper, Beijing Representative Office

Attention: Steven Liu

20th Floor, South Tower, Beijing Kerry Center

1 Guanghua Road, Chaoyang District

Beijing 1000020, China

Facsimile: +86 10 6561 5158”

“PRC Purchase Price. PRC Purchase Price” shall mean $327,245.05.”

“Purchaser Average Stock Price. “Purchaser Average Stock Price” shall mean the average of the closing price of each Purchaser Share as reported on the Nasdaq Global Market (or any successor thereto) for the fifteen (15) trading days ending five (5) trading days prior to March 1, 2011.”

“Adjusted Closing Cash Balance. “Adjusted Closing Cash Balance” shall be deemed to be equal to -US$87,833.32.

1.21

The parties acknowledge that during the Pre-Closing Period, the Seller entered into that certain Termination and Supplementary Agreement dated February 27, 2011 with Infotech Ventures Co., Ltd. , a limited liability company incorporated under the laws of China, a copy of which the Seller has delivered to IP Purchaser (the “Termination Agreement”). The parties hereby agree that the Disclosure Schedule shall be deemed updated for the purposes of determining the accuracy of the Seller’s representations and warranties set forth in Sections 2.5(k) and 2.5(l) of the Asset Purchase Agreement as of the Closing to reference the Termination Agreement.

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In the event any of the schedules or exhibits aforesaid also forms part of the schedules, exhibits or annexures to the Asset Purchase Agreement which has not otherwise been expressly set forth above as substituted, such schedules, exhibits or annexures shall be deemed to be substituted.

[SIGNATURE PAGE FOLLOWS]

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The parties to this Supplemental Agreement have caused this Supplemental Agreement to be executed and delivered as of the date first written above.

SELLER:

PURCHASERS:

List of Omitted Exhibits and Schedules

to that certain

Supplemental Agreement dated as of March 4, 2011 relating to Asset Purchase

Agreement dated as of January 31, 2011

by and between

Cavium Networks, Inc.,

Cavium Networks Singapore Pte. Ltd. and

Celestial Semiconductor, Ltd.

Pursuant to Item 601(b)(2) of Regulation S-K, Cavium Networks, Inc. hereby agrees to furnish supplementally a copy of any omitted schedule or appendix identified below to the Securities and Exchange Commission upon request.

OMITTED EXHIBITS

OMITTED SCHEDULES

EXHIBIT L

SHAREHOLDERS AGREEMENT