EXHIBIT 10.9 FIRST AMENDMENT TO TRANSFERRED IP LICENSE AGREEMENT

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Exhibit 10.9

FIRST AMENDMENT TO TRANSFERRED IP LICENSE AGREEMENT

        This FIRST AMENDMENT TO TRANSFERRED IP LICENSE AGREEMENT (the "Amendment") is dated as of July 1, 2002 (the "Amendment Date"), and is entered into by and among Jazz Semiconductor, Inc., a Delaware corporation formerly known as Specialtysemi, Inc. ("Company"), Conexant Systems, Inc., a Delaware corporation ("Conexant"), and Newport Fab, LLC, a Delaware limited liability company ("Newport Fab").

RECITALS

        WHEREAS, Company, Conexant and Newport Fab are parties to that certain Transferred IP License Agreement dated as of March 12, 2002 (the "Agreement"); and

        WHEREAS, Company, Conexant and Newport Fab wish to amend the Agreement.

AGREEMENTS

        NOW THEREFORE, in consideration of the promises and mutual agreements and covenants set forth herein, and intending to be legally bound hereby, the parties hereto hereby agree as follows:

        1.    Defined Terms.    Capitalized terms used herein and not otherwise defined shall have the meanings given to such terms in the Agreement.

        2.    Amendment to Exhibit B, Section A, Paragraph 4.    Exhibit B, Section A, Paragraph 4 of the Agreement is hereby amended by replacing the Paragraph in its entirety with the following language as Section A, Paragraph 4:

4.

The sublicensee may not disclose, provide, or otherwise make the Transferred Know-How (or any portion thereof) available to any third party, except for any portion of the Transferred Know-How that has become generally available to the public through no fault of the sublicensee, that was provided to the sublicensee by a third party free of any confidentiality duties or obligations, or that the sublicensee can prove was independently developed by employees or contractors of the sublicensee without reference to the Transferred Know-How.

        3.    Amendment to Exhibit B, Section B, Paragraph 4.    Exhibit B, Section B, Paragraph 4 of the Agreement is hereby amended by replacing the Paragraph in its entirety with the following language as Section B, Paragraph 4:

4.

The sublicensee may not disclose, provide, or otherwise make the Transferred Know-How (or any portion thereof) available to any third party, except for any portion of the Transferred Know-How that has become generally available to the public through no fault of the sublicensee, that was provided to the sublicensee by a third party free of any confidentiality duties or obligations, or that the sublicensee can prove was independently developed by employees or contractors of the sublicensee without reference to the Transferred Know-How.

        4.    Amendment to Exhibit B, Section B, Paragraph 5.    Exhibit B, Section B, Paragraph 5 of the Agreement is her