AGREEMENT ON THE EXPORT/IMPORT CONTROL COMPLIANCE

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Exhibit 10.47

AGREEMENT

ON

THE EXPORT/IMPORT CONTROL COMPLIANCE

NEC Corporation ("NEC"), Newport Fab, LLC ("JAZZ") and Shanghai Hua Hong NEC Electronics Company, Limited ("HHNEC") hereby agree as follows:

1.

HHNEC shall comply with all applicable import/export control laws and regulations (including, but not limited to, those of the PRC, Japan and the U.S.A.).

It is understood and agreed by the Parties that HHNEC shall maintain the Transaction Management Committee (which is the HHNEC's existing internal committee having the full and sole function to observe the HHNEC's policy that HHNEC shall not be engaged in any transaction with military customers and any transaction for military purposes). In the event that the Transaction Management Committee is dissolved or changed without the unanimous approval of the parties hereto, all technology transfer agreements entered into between HHNEC and each of NEC and Jazz shall be immediately terminated at the election of the licensor party (NEC, or JAZZ or both, as the case