EXHIBIT 10.7 FIRST AMENDMENT TO IP LICENSE AGREEMENT

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Exhibit 10.7

FIRST AMENDMENT TO IP LICENSE AGREEMENT

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

RECITALS

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

         WHEREAS, Company and Conexant 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 3.     Exhibit B, Section A, Paragraph 3 of the Agreement is hereby amended by replacing the Paragraph in its entirety with the following language as Section A, Paragraph 3:

3.

The sublicensee may not disclose, provide, or otherwise make the Licensed Materials or Design Kits (or any portion thereof) available to any third party (except for any portion of the Licensed Materials or Design Kits 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 Licensed Materials or Design Kits, and except