IP LICENSE AGREEMENT

QuickLinks -- Click here to rapidly navigate through this document

Exhibit 10.6

IP LICENSE AGREEMENT

between:

SPECIALTYSEMI, INC.,
a Delaware corporation;

and

CONEXANT SYSTEMS, INC.,
a Delaware corporation

Dated as of March 12, 2002

IP LICENSE AGREEMENT

        THIS IP LICENSE AGREEMENT (this "Agreement") is entered into as of March 12, 2002 (the "Effective Date") by and between Conexant Systems, Inc., a Delaware corporation ("Conexant"), and Specialtysemi, Inc., a Delaware corporation (the "Company").

RECITALS

        A.    As contemplated by the Asset Contribution Agreement by and between Conexant, the Company, and Carlyle Capital Investors, L.L.C. dated February 23, 2002 (the "Contribution Agreement"), the Company has been formed to operate a semiconductor wafer fabrication facility currently located in Newport Beach, California, and to carry out the business of providing semiconductor wafer fabrication and related services to Conexant and third parties.

        B.    The Parties desire that Conexant license certain intellectual property and technology to the Company for use by the Company in conducting this business, as set forth in this Agreement.

        NOW, THEREFORE, the Parties, intending to be legally bound, agree as follows:

AGREEMENT

1.    DEFINITIONS.    Capitalized terms not expressly defined elsewhere in this Agreement have the following meanings:

        1.1   "Affiliate" of a Party means any entity that at any time during the term of this Agreement controls, is controlled by, or is under common control with such Party, where control means direct or indirect ownership of fifty percent (50%) or more of the outstanding voting stock or other equity interests ordinarily having voting rights.

        1.2   "Company Facilities" means all current and future semiconductor fabrication facilities owned or operated by the Company or any current or future Affiliate of the Company.

        1.3   "Conexant Spin-off" means any entity that is a successor of any portion of the business of Conexant resulting from a spin-off, sale, or divestiture of such business, regardless of whether Conexant retains an equity or ownership interest in such entity. Without limiting the foregoing, the Parties agree and acknowledge that Mindspeed Technologies and Conexant's wireless business (which is referred to within Conexant as "LeaderCo") are, or upon the date of divestiture will be, Conexant Spin-offs.

        1.4   "Customer" means a third party that engages the Company to fabricate semiconductor wafers or devices for purchase by such third party. For purposes of this Agreement, notwithstanding the foregoing, Taiwan Semiconductor Manufacturing Corporation, United Microelectronics Corporation, and Chartered Semiconductor Manufacturing Ltd. shall not be considered Customers.

        1.5   "Design Kits" has the meaning given to such term in the Contribution Agreement.

        1.6   "Intellectual Property Rights" means any and all worldwide (a) rights associated with works of authorship, including copyrights, moral rights, and mask works; (b) trade secret rights; (c) patents and patent rights; (d) other proprietary rights in know-how, inventions, ideas, algorithms, formulae, methods, processes, techniques, proprietary information, software, semiconductor devices, and other types of technology; and (e) all registrations, applications, renewals, extensions, combinations, divisions, or reissues of the foregoing. As used in this Agreement, however, the term "Intellectual Property Rights" does not include trademark, trade name, or similar rights.

        1.7   "Lemelson Agreement" means the Automotive Supplier Agreement between Rockwell International Corporation and the Lemelson Medical, Education and Research Foundation dated December 31, 1998.

        1.8   "Lemelson Licensed Field" means semiconductor products, services rendered in connection therewith, and scientific research or development relating thereto.

        1.9   "Lemelson Licensed Patents" means all patents licensed to Conexant in the Lemelson Agreement.

        1.10 "Licensed Materials" means any and all documents, information, know-how, and materials related to the Process Technology, the ownership of which is not being (or has not been) assigned to the Company pursuant to the Contribution Agreement.

        1.11 "Licensed Patents" means the patents listed on Exhibit A, any and all patents issuing from the patent applications listed on Exhibit A, and all continuations, continuations-in-part, counterparts (U.S. and foreign), divisionals, re-examinations, and reissues of such patents and patent applications.

        1.12 "Party" means either Conexant or the Company, as the context requires, and "Parties"means Conexant and the Company collectively.

        1.13 "Process Technology" has the meaning given to such term in the Contribution Agreement.

        1.14 "Product Technology" has the meaning given to such term in the Contribution Agreement.

        1.15 "Rockwell Agreement" means the Distribution Agreement between Conexant and Rockwell International Corporation dated December 31, 1998.

        1.16 "Secondary Source" means a foundry engaged by a Customer to supply the "overflow" quantity of semiconductor wafers or devices when the Company, due to capacity limitations, can only partially supply the Customer's needs for such semiconductor wafers or devices. In order for a foundry to be considered a Customer's Secondary Source for a given semiconductor wafer or device, the Company must also be supplying the Customer with such semiconductor wafer or device.

        1.17 "Wafer Fabrication Operations" has the meaning given to such term in the Contribution Agreement.

2.    PATENT LICENSE    

        2.1    License Grant.    Subject to the limitations expressly stated in this Agreement, Conexant hereby grants to the Company a non-exclusive, worldwide, irrevocable, royalty-free and fully-paid license under the Licensed Patents to use the Process Technology (and perform the associated methods and processes) at the Company Facilities in order to make, offer to sell, and sell semiconductor wafers and devices. This license will remain in effect until the expiration of the last Licensed Patent to expire.

        2.2    Assignments and Sublicensing.    Except as provided below and in Section 12.9, the Company may not assign, sublicense, or otherwise transfer any of its rights under the license granted in Section 2.1 without the express, prior written consent of Conexant, which Conexant may grant or deny in its discretion (it being understood that implied sublicenses arising under the "exhaustion" or "first sale" doctrine or similar legal principles are still allowed). The Company may grant sublicenses under the license granted in Section 2.1 to Affiliates of the Company and in connection with the sale of all or any part of any business, business unit, division, or operation of the Company. Before granting any such sublicense, the Company will ensure that the sublicensee has signed a binding written agreement containing, at a minimum, the terms set forth in Exhibit B, and at Conexant's request, the Company will provide a copy of each such sublicense agreement. The Company may sublicense the rights granted in Section 2.1 to a third party for the purpose of enabling such third party to be a Secondary Source only with Conexant's express, prior written consent, which Conexant may grant or deny in its discretion.

3.    PROCESS TECHNOLOGY MATERIALS LICENSE    

        3.1    License Grant.    Subject to the limitations expressly stated in this Agreement, Conexant hereby grants to the Company a non-exclusive, worldwide, perpetual, irrevocable, royalty-free and fully-paid license, under all of Conexant's applicable Intellectual Property Rights (other than patent rights), to use the Licensed Materials (and, as necessary, to reproduce, modify, and create derivative

2

works of the documents, software, and other copyrighted materials included in the Licensed Materials) at the Company Facilities in order to use and improve the Process Technology to develop, improve, make, offer to sell, and sell semiconductor wafers and devices.

        3.2    Assignments and Sublicensing.    Except as provided below and in Section 12.9, the Company may not assign, sublicense, or otherwise transfer any of its rights under the license granted in Section 3.1 without the express, prior written consent of Conexant, which Conexant may grant or deny in its discretion (it being understood that implied sublicenses arising under the "exhaustion" or "first sale" doctrine or similar legal principles are still allowed). The Company may grant sublicenses under the license granted in Section 3.1 to Affiliates of the Company and in connection with the sale of all or any part of any business, business unit, division, or operation of the Company. Before granting any such sublicense, the Company will ensure that the sublicensee has signed a binding written agreement containing, at a minimum, the terms set forth in Exhibit B, and at Conexant's request, the Company will provide a copy of each such sublicense agreement. The Company may sublicense the rights granted in Section 3.1 to a third party for the purpose of enabling such third party to be a Secondary Source only with Conexant's express, prior written consent, which Conexant may grant or deny in its discretion.

4.    DESIGN KITS LICENSE    

        4.1    License Grant.    Subject to the limitations expressly stated in this Agreement, Conexant hereby grants to the Company a non-exclusive, worldwide, perpetual, irrevocable, royalty-free and fully-paid license, under all of Conexant's applicable Intellectual Property Rights (other than patent rights), to (a) internally use, reproduce, modify, and create derivative works of the Design Kits for the sole purpose of providing design services to the Company's customers (provided that in doing so, the Company does not use any proprietary or confidential documents, information, or materials furnished to the Company by Conexant or a Conexant Spin-off under separate agreements concerning the manufacturing of products by the Company for Conexant or a Conexant Spin-off or the provision of fabrication, testing, assembly, packaging, or similar services by the Company for Conexant or a Conexant Spin-off); (b) distribute Design Kits to Customers and prospective Customers; and (c) grant to Customers and prospective Customers the right to use such Design Kits for the sole purpose of designing semiconductor wafers and devices that are to be fabricated either by the Company (as the primary source), or by any Secondary Sources. Except as expressly set forth in the foregoing sentence, Company will not distribute, sublicense, or otherwise grant to any third party any rights with respect to the Design Kits.

        4.2    Assignments and Sublicensing.    Except as expressly provided in Section 4.1 or in Section 12.9, the Company may not assign, sublicense, or otherwise transfer any of its rights under the license granted in Section 4.1 without the express, prior written consent of Conexant, which Conexant may grant or deny in its discretion. The Company may grant sublicenses under the license granted in Section 4.1 to Affiliates of the Company and in connection with the sale of all or any part of any business, business unit, division, or operation of the Company. Before granting any such sublicense, the Company will ensure that the sublicensee has signed a binding written agreement containing, at a minimum, the terms set forth in Exhibit B, and at Conexant's request, the Company will provide a copy of each such sublicense agreement. Any purported assignment or sublicense in violation of the foregoing will be null and void.

        4.3    Third Party Software Licenses.    The Company understands and acknowledges that licenses to certain third-party software included in the Design Kits are necessary in order to use the Design Kits, and that Conexant is not purporting to assign or sublicense any rights to such third-party software. The Company agrees that it is responsible for obtaining all such third-party software licenses at its own expense and that it will obtain all such third-party software licenses.

3

5.    ROCKWELL SUBLICENSE    

        5.1    Sublicense Grant.    Subject to the limitations expressly stated in this Agreement and any applicable limitations in the Rockwell Agreement, Conexant hereby grants to the Company a non-exclusive, worldwide, perpetual, irrevocable, royalty-free and fully-paid sublicense, under all Intellectual Property Rights licensed to Conexant under section 3.11(a) of the Rockwell Agreement that are related to the Wafer Fabrication Operations, to make, have made, use, import, sell, or otherwise dispose of products or to practice any process in connection therewith. The sublicense granted in this Section 5.1 will remain in effect until the termination or expiration of the license granted to Conexant in section 3.11(a) of the Rockwell Agreement.

        5.2    Assignments and Sublicensing.    The Company may assign and sublicense its rights under the sublicense granted in Section 5.1 to the maximum extent allowed under the terms of the Rockwell Agreement.

6.    LEMELSON SUBLICENSE    

        6.1    Sublicense Grant.    Subject to all applicable limitations in the Lemelson Agreement, Conexant hereby grants to the Company a non-exclusive, worldwide, irrevocable, royalty-free and fully-paid sublicense, under the Lemelson Licensed Patents:

        (i)    to practice any and all inventions claimed therein either in support of or directly in the manufacture (including repair and maintenance) of products or providing services in the Lemelson Licensed Field and only in the Lemelson Licensed Field;

        (ii)   to make, have made, use, sell, and lease any and all products, apparatus, methods, and services in and only in the Lemelson Licensed Field;

        (iii) to import into and export from any country of the world, all products and apparatus in and only in the Lemelson Licensed Field embodying the inventions of the Lemelson Licensed Patents; and

        (iv)  to use any and all methods and processes described and claimed therein for any and all licensed purpose,

in each case to the maximum extent allowed under the terms of the Lemelson Agreement.

        6.2    Assignments and Sublicensing.    The Company may assign and sublicense its rights under the sublicense granted in Section 6.1 to the maximum extent allowed under the terms of the Lemelson Agreement.

7.    RESERVATION OF RIGHTS; LIMITATIONS    

        7.1    Ownership.    Conexant retains all rights (including ownership rights) in the Licensed Patents, Licensed Materials, and Design Kits not expressly licensed to the Company in this Agreement. Nothing in this Agreement shall be construed, by implication or otherwise, to transfer to the Company title to, or any ownership interest in, the Licensed Patents, Licensed Materials, or Design Kits or any trademarks of Conexant, Conexant Affiliates, or Conexant Spin-offs. Without limiting the generality of the foregoing, nothing in this Agreement shall be construed to grant the Company any license under any Conexant patent or patent application that is not listed on Exhibit A and is not a continuation, continuation-in-part, counterpart, divisional, re-examination, or reissue of any patent or patent application listed on Exhibit A.

        7.2    Product Technology Limitation.    Except as expressly provided in Section 4.1, and notwithstanding anything else to the contrary in this Agreement, the licenses and sublicenses granted to the Company in this Agreement do not include, and nothing in this Agreement shall be construed as granting the Company, any right to incorporate any of Conexant's Product Technology in any

4

semiconductor wafer, device, or other product or to use, reproduce, modify, or distribute any of Conexant's Product Technology in any other way.

8.    CONFIDENTIALITY    

        8.1    Confidentiality Obligations.