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Exhibit 10.48

AGREEMENT NO. 2003-00418

CONEXANT SYSTEMS, INC.

LICENSE AGREEMENT

This License Agreement ("Agreement") is entered into and made effective as of July 2nd, 2004 ("Effective Date") by and between CONEXANT SYSTEMS, INC. a Delaware corporation ("CONEXANT") with a principal place of business at 4000 MacArthur Blvd., Newport Beach, California 92660, U.S.A. and Jazz Semiconductor, a Delaware limited liability company ("Licensee") with a principal place of business at 4321 Jamboree Road, Newport Beach, CA. 92660, U.S.A (each individually a"Party" and collectively the "Parties").

WHEREAS:

CONEXANT has developed certain intellectual property referred to as Licensed Technology ("0.13um Process Micron Library"), as defined in this Agreement; and

Licensee wishes to obtain rights to use and incorporate the" Licensed Technology" into authorized "Licensee Products", as granted pursuant to this Agreement and in the Exhibit; and

CONEXANT is prepared to grant a license based upon the terms and conditions of this Agreement.

NOW THEREFORE , in consideration of the mutual covenants and agreements hereinafter set forth, the Parties, intending to be legally bound, agree as follows:

1.

DEFINITIONS

1.1.

'Authorized Site' means the Licensee and Licensee's third-party foundry partners ("Partner Facilities") where Licensee or Licensee's Partner Facilities is authorized to use the Licensed Technology.

1.2.

'Deliverables' means the Licensed Technology as listed in the Exhibit.

1.3.

'Design Information' means the design data provided by CONEXANT under this agreement that can be used for integration in the process of designing 'Licensee Products' by Licensee or Licensee's Customers solely in the design of products to be manufactured by Licensee or Licensee's Partner Facilities.

1.4.

'Development Rights' refers only to the right to possess, use internally, modify and integrate the 'Licensed Technology' .

1.5.

'Documentation' or 'Specifications' means any documentation (Refer to the Exhibit) relating to the 'Licensed Technology' and supplied to Licensee by CONEXANT for use only at an 'Authorized Site' . Subject to 7.6, all Documentation is considered confidential.

1.6.

'Intellectual Property' ("IP") means all intellectual property, including, but not limited to, trade secrets, databases, know how, inventions, improvements, discoveries, conceptions, ideas, techniques, designs, products, developments, specifications, methods, drawings, diagrams, models, software programs (including object code, source code and commenting), data, data analysis, data interpretation, written reports, and all rights therein including copyright, patent rights, database rights, rights in designs and all registrations and applications therefore, and all continuations, continuations in part, divisional applications, and renewals of any of the foregoing, in any part of the world.

1.7.

'Licensee Products' or 'Product' means any integrated-circuit product in silicon form produced as a result of integration with Licensee-modified 'Licensed Technology' by or for Licensee or Licensee's Customer.

1.8.

'Licensed Technology' means the '0.13 um Process Micron Library' , including the Standard Cell Library Design Kit and General Purpose IO Design Kit, all 'Documentation' and Data Sheets (or 'Specifications' ), know how and 'Intellectual Property' provided by CONEXANT under this Agreement to Licensee and as detailed in the Exhibit.

1.9.

'Manufacturing Rights' means the right to make or have made, and to market, distribute, offer for sale or otherwise sell the 'Licensee Product' .

1.10.

'Partner Facility' or 'Partner Facilities' means a third party foundry who has signed an agreement to manufacture Licensee's Products or Licensee's Customer Products on behalf of Licensee. Such Partner Facility or Partner Facilities may make use of Licensee-modified Licensed Technology, but shall have no right to modify the Licensed Technology.

1.11.

'Proprietary Information' means all confidential, proprietary, or secret information related to the Licensed Technology, including, without limitation, the terms and conditions of this Agreement, Intellectual Property, components, drawings, data, programs, specifications, techniques, processes, algorithms, inventions, and other information or material, however stored, relating to a Party's business, personnel, products, customers, finances, or plans, that is owned, possessed, or used by a Party, marked confidential or proprietary, and if disclosed orally or visually that is orally stated at the time of disclosure to be confidential and confirmed by a written summary within twenty (20) business days after the disclosure.

2.

LICENSE GRANT

2.1.

License. Subject to the terms and conditions of this Agreement, CONEXANT grants to Licensee a limited, non-revocable (subject to 10.2 and 11.1), non-exclusive, nontransferable, and non-assignable (except as permitted under Section 14.5 ['Assignment']) license for the Manufacturing Rights necessary to develop, modify and have manufactured the Licensed Technology in Licensee's 130 nm manufacturing process node and its variations solely at the Authorized Site. This license grant specifically excludes other major process nodes such as the 90 nm manufacturing process, which may be licensed to Licensee under a separate agreement. This license grant also specifically excludes modification rights by any Partner Facility. The License Grant is contingent upon all required Fees being paid to Conexant.

2.2.

Third-Party Subcontractors . Licensee may subcontract the use of the Licensee-modified Licensed Technology to Partner Facilities solely for the purpose of using the Licensee-modified Licensed Technology for the manufacture of Licensee Products by such Partner Facilities, provided that such Partner Facilities have signed an agreement with Licensee containing substantially similar confidentiality provisions and limitations on the use of the Licensee-modified Licensed Technology as contained in this Agreement. Licensee may, in the ordinary course of business, distribute necessary portions of the Licensee-modified Licensed Technology with Licensee's Design Kit to Licensee's Customers who are under Design Kit Evaluation or separate license agreement with Licensee that contain confidentiality provisions as least as restrictive s those contained herein.

2.3.

No Sublicense. Except as otherwise provided for in this Agreement, Licensee shall not have the right to sublicense the Licensed Technology, or to sublicense derivative works of the Licensed Technology. Licensee shall not, and shall not permit any person within its control to, use the Licensed Technology for any other purpose than as expressly set forth in this Agreement.

2.4.

Reservation of Rights. Except as expressly provided in this Agreement, CONEXANT grants no other license or rights to Licensee either by implication, estoppels, or otherwise.

3.

DELIVERY

3.1.

CONEXANT shall deliver the Deliverables electronically to Licensee.

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4.

FEES

4.1.

Fees. In consideration of the rights granted hereunder, Licensee will pay CONEXANT all fees set forth in, and in accordance with the terms of the Exhibit.

4.2.

Payments. Payments shall be made within thirty (30) days of acceptance of CONEXANT's Deliverables by Licensee. All payments under this Agreement shall be made in U.S. dollars. Payments shall be made without any deductions for taxes, duties, fees, or charges of any kind. All amounts in this Agreement do not include value-added tax, sales tax, or similar taxes that may have to be charged to Licensee by CONEXANT.

4.3.

Late Payments. If any payment is not received by CONEXANT within thirty (30) days of its due date, a late-payment charge, not interest, shall be due to CONEXANT, at the rate of two percent (2%) per month (or the highest rate allowed by law, whichever is lower) from the date payment was due until the date of receipt. The due date(s) for the payment of the fees are set forth in the Exhibits.

5.

SUPPORT SERVICES

5.1.

Subject to Licensee's compliance with the terms of this Agreement, and provided that Licensee is current with any Support Services fees due, CONEXANT shall provide to Licensee Support Services as set forth below.

5.2.

Scope of Support Services. In consideration of the Support Services Fee, CONEXANT shall provide Support Services that consist of access to CONEXANT's telephone support line and support services by e-mail. Such services shall include answering any technical questions that Licensee may have pertaining to the Licensed Technology.

Support Services shall be provided only to the single technical support contact specified in the Exhibits unless Licensee pays additional fees for additional technical contacts at that Authorized Site or at additional Authorized Sites, as specified in the Exhibits.

5.3.

Support Services Fee.

5.3.1.

After the first year in which there will be no supposrt services provided to Licensee by Conexant, at the request of Licensee for Support Services, Licensee shall pay a Support Services Fee to be mutually agreed upon for support of the Licensed Technology. In subsequent years and thereafter, CONEXANT will continue to provide Licensee with Support Services for the Licensed Technology at Licensee's option at the yearly fee to be mutually agreed upon.

5.3.2.

Additional Support Services Fees will be required for each additional licensed IP Design furnished by Conexant to Licensee in support of a new Licensee Product.

5.4.

End of Life. CONEXANT shall provide Licensee with twelve (12) months notice prior to discontinuing support.

6.

INTELLECTUAL PROPERTY RIGHTS

6.1.

Ownership of Licensed Technology : CONEXANT shall retain all right, title, and ownership interest and all Intellectual Property Rights in and to the Licensed Technology and associated documentation. Licensee shall not obtain or claim any right, title, or ownership interest in the Licensed Technology, or any portion thereof or any Intellectual Property rights therein, except as otherwise set forth in this Agreement.

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6.2.

Ownership of Licensee Product: Except for the Licensed Technology owned by Conexant and licensed under this Agreement, Licensee shall retain all right, title, and ownership interest and all Intellectual Property Rights in and to the Licensee Products. Conexant shall not obtain or claim any right, title, or ownership interest in the Licensee Products, or any portion thereof or any Intellectual Property Rights therein, except for Conexant's Licensed Technology itself.

7.

PROPRIETARY INFORMATION/CONFIDENTIALITY

7.1.

Protection. Each Party shall hold secret the Proprietary Information of the other Party related to the Licensed Technology and shall protect and preserve the confidential nature and secrecy of such Proprietary Information for the duration of this Agreement and for five (5) years after its termination and the return or destruction of all Deliverables (the 'Confidentiality Period').

7.2.

Confidential. All Proprietary Information related to the Licensed Technology disclosed by one Party (the 'Disclosing Party') shall be held in confidence by the Party receiving such Proprietary Information (the 'Receiving Party') following the date of disclosure and shall be used only as necessary in connection with the enforcement of its rights and/or the performance of its obligations under this Agreement. Employees and consultants of the Receiving Party to which the Proprietary Information is disclosed by the Receiving Party shall have a bona fide need to know and shall be bound to maintain the confidentiality of such Proprietary Information to at least the extent provided in this Section 7. The Receiving Party shall protect the Proprietary Information of the Disclosing Party using the same standard of care as it uses to safeguard its own confidential and proprietary information of a like nature from unauthorized disclosure, or dissemination, and in no event less than a reasonable degree of care. Neither Party shall at any time during the Confidentiality Period without the other Party's prior written consent:

7.2.1.

disclose or communicate to any third party all or any of the other Party's Proprietary Information except as permitted by this Agreement;

7.2.2.

make, or assist any third party to make, any use of the other Party's Proprietary Information not authorized by this Agreement, and the Receiving Party shall use its best efforts to ensure that any employee or other person who acquires the other Party's Proprietary Information shall not make any unauthorized use thereof;

provided, however, that the Receiving Party may disclose the Proprietary Information to its consultants and contractors with a need to know; provided that the Receiving Party binds those consultants and contractors to terms at least as restrictive as those stated herein, advises them of their obligations, and indemnifies the Disclosing Party for any breach of those obligations.

7.3.

No Reverse Engineering: Licensee and Licensee's third-party subcontractors, Partner Facilities and Licensee's customers shall not decompile, disassemble, or reverse engineer the Licensed Technology.

7.4.

General Knowledge. Subject to any copyrights, mask work rights or patent rights, the Parties agree that as a result of exposure to Confidential Information of the disclosing party, employees of the receiving Party may gain or enhance general knowledge, skills and experience (including ideas, concepts, know-how and techniques) related to the receiving Party's business ("General Knowledge"). The subsequent use by these employees of such General Knowledge as retained in their unaided memories, without reference to Confidential Information in written, electronic or other fixed form, shall not constitute a breach of this Agreement. Neither Party shall have any obligation to limit or restrict the assignment of persons or to pay royalties for any work resulting from the use of such General Knowledge.

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7.5.

Independent Development : Each Party understands that the other Party may currently or in the future be developing information internally, or be receiving information from third parties that may be similar to the Confidential Information. Accordingly, nothing in this Agreement will be construed as a representation or inference that either Party will not develop products, or have products developed for it, or enter into joint ventures, alliances, or licensing arrangements that, without violation of this Agreement, compete with the products or systems embodying the Confidential Information.

7.6.

Exclusions. Proprietary Information shall not include any information to the extent it (i) is or becomes a part of the public domain through no act or omission on the part of the Receiving Party, (ii) is disclosed to the Receiving Party by a third party having no obligation of confidentiality with respect thereto, (iii) is known to the Receiving Party prior to its first receipt from the Disclosing Party (but not subject to a prior obligation of confidentiality); (iv) is independently developed by or on behalf of the Receiving Party as evidenced by proper business records; or (v) is released from confidential treatment by written consent of the Disclosing Party. Proprietary Information may be disclosed only to the extent so required: (a) by law or order of a court or governmental agency (only after consultation with the Disclosing Party) or (b) pursuant to the listing rules (or similar rules) of any regulated stock exchange.

7.7

Ownership; Return. All Proprietary Information of a Party shall remain the exclusive property of such Party, and no right, title, or interest in such information shall be conveyed to the other Party by release of such information to it. Upon termination of this Agreement, each Party receiving such information agrees to return or destroy all such information upon the written request of the other Party. Each Party agrees to notify the other Party if it becomes aware of any use of the information that is not authorized by this Agreement.

7.8

Remedies. Each Party acknowledges that, in the event of a breach