EXECUTION COPY CROSS LICENSE AGREEMENT

Exhibit 10.10

EXECUTION COPY

CROSS LICENSE AGREEMENT

This CROSS LICENSE AGREEMENT (this " Agreement "), dated as of April      , 2006 (the " Effective Date "), is entered into by and between Texas Instruments Incorporated, a Delaware corporation (" Seller "), and Sensata Technologies B.V., a Dutch limited liability company, formerly known as Potazia Holding B.V., assignee of S&C Purchase Corp. (" Buyer ") (each a " Party " and collectively, the " Parties ").

Terms that are not defined in this Agreement shall have the meaning set forth in the Purchase Agreement (as defined below).

W  I  T  N  E  S  S  E  T  H :

WHEREAS, pursuant to an Asset and Stock Purchase Agreement dated as of January 8, 2006 (the " Purchase Agreement "), Buyer is acquiring from Seller and its Subsidiaries the Shares and the Purchased Assets including ownership of certain Intellectual Property Rights;

WHEREAS, Seller and its Subsidiaries are retaining ownership of certain Intellectual Property Rights;

WHEREAS, the Purchase Agreement contemplates that each Party shall grant the other Party a license to use certain technology used in connection with such other Party’s business; and

WHEREAS, each Party is willing to grant the licenses contemplated in the Purchase Agreement upon the terms and subject to the conditions set forth in this Agreement;

NOW THEREFORE, the Parties agree as follows:

ARTICLE 1

D EFINITIONS

Section 1.01 . Definitions. (a) The following terms, as used herein, have the following meanings:

" Announcement Date " means January 8, 2006.

" Buyer Activities " means the design, development, use and distribution of (i) design, automation, application or other software embodied in or operating on or in any way relating to the manufacture, or use of, any Buyer Product and (ii) services, application notes, reference designs, and marketing materials directly relating to the sales, marketing or use of any Buyer Product.

" Buyer Core Business Technology " means (i) ceramic capacitive sensing, (ii) microfused silicon strain gauges, (iii) monometal and bimetal snap acting actuators, (iv) low level arc detection, (v) metal oxide silicon sensor, and (vi) a self-regulating heater or current limiter that (A) is an electromechanical product, (B) incorporates positive temperature coefficient materials based on doped barium titanate chemistry, and (C) responds to temperature with increased resistance, or when energized with current generates heat at a self-regulating point.

" Buyer Information " means the know-how and trade secrets owned or licensable by any Buyer Party that any Seller Party has in its possession as of the Effective Date (so long as such know-how and trade secrets have been used by any Seller Party other than in connection with the Business prior to the Effective Date), excluding any Exclusive Buyer Information.

" Buyer License " means the rights granted by Seller to Buyer pursuant to Section 2.01.

" Buyer Party " means Buyer and/or any of its Permitted Subsidiaries.

" Buyer Patents " means all Patents now or hereafter owned or licensable by any Buyer Party with a Priority Date prior to the Effective Date.

" Buyer Product " means any (i) Sensor Product, (ii) Control Product, (iii) Core Business Technology Product, and (iv) any software marketed by Buyer for use in conjunction with any of the foregoing. Notwithstanding the foregoing, Buyer Product does not include any Semiconductor Product, except (A) any Semiconductor Product that incorporates arc fault circuits as a functionally and commercially significant part thereof and/or (B) any Semiconductor Product that is a functionally and commercially significant part of a Sensor Product, a Control Product, or a Core Business Technology Product, provided that such Core Business Technology Product also includes at least one functionally and commercially significant component which is not a Semiconductor Product.

" Confidential Information " means all Seller Information and Buyer Information (and all other trade secrets of the Retained Business or the Business that the receiving Party has in its possession as of the Effective Date that are not licensed hereunder) without the need for any further notice or marking, together with any confidential or proprietary information exchanged between the Parties after the Effective Date pursuant to this Agreement (it being understood that if any such confidential or proprietary information exchanged after the Effective Date is disclosed pursuant to a non-disclosure agreement, then the terms of such non-disclosure agreement shall govern the disclosure of such information), excluding any information that: (i) the receiving Party independently develops (in the case of Seller, within any of the Retained Businesses and in the case of Buyer, within the Business) without reference to the disclosed information; (ii) the receiving Party independently receives (in the case of Seller, other than from the Business and in the case of Buyer, other than from any of the Retained Businesses) on a non-confidential basis; (iii) becomes public knowledge through no fault of the receiving Party or any of its Affiliates; or (iv) is in the public domain at the time the receiving Party receives the disclosed information.

" Core Business Technology Product " means any product incorporating Buyer Core Business Technology as a functionally and commercially significant part thereof (other than a Sensor Product or Control Product).

" DLP System " means a Deformable Device and/or DMD System. For the purposes of the foregoing, " Deformable Device " means a semiconductor device wherein addressable and movable electromagnetic radiation reflecting members comprise a substantial portion of the device, including, by way of illustration, electrostatically controllable, deformable or deflectable mirrors and " DMD System " means any instrumentality or aggregate of instrumentalities which incorporate one or more Deformable Devices as a functionally and commercially significant part thereof.

" Exclusive Buyer Information " means know-how and trade secrets constituting or directly relating to the Buyer Core Business Technology.

" Exclusive Seller Information " means know-how and trade secrets constituting or directly relating to any Semiconductor Process and/or DLP System.

" Licensed Party " means the Party to whom the applicable license set forth in Article 2 has been granted.

" Licensing Party " means the Party granting the other Party the applicable license set forth in Article 2.

" MEMS License " means the rights granted by each Party to the other Party pursuant to Section 2.03.

" Net Sales " means (A) the total amount billed to any unrelated third party by the MEMS Licensee in connection with the sale of Licensed MEMS Products, or (B) the Fair Market Value of any Licensed MEMS Products sold as a Combination Product or sold to a related third party (other than a MEMS Licensee); in each case less (i) sales taxes, excise taxes, import duties and other similar taxes (it being understood that taxes based on the MEMS Licensee’s overall income are excluded) levied by a Governmental Authority in respect to such sales, (ii) reasonable and customary returned sales, sales allowances (adjustments for quality and/or yield) and/or retroactive price adjustments or credits, in each case consistent with the MEMS Licensee’s practices with respect to similar products, (iii) reasonable and customary trade, cash or quantity discounts, in each case consistent with the MEMS Licensee’s practices with respect to similar products, (iv) unreimbursed transportation costs, and (v) unreimbursed transportation insurance costs (but only if they are expressly documented); in any case where such sales, incorporation into a system, or the manufacture of such Licensed MEMS Products occurs in a country where the Infringed MEMS Patent is issued. " Fair Market Value " of the Licensed MEMS Products, as used above, shall mean such commercially reasonable price for which the Licensed MEMS Products could have been sold to an unrelated third party, as standalone products, at the time that such Licensed MEMS Products were sold to such unrelated third party as a Combination Product or to a related third party (other than a MEMS Licensee). In determining what is a commercially reasonable price, sales to an unrelated third party by such MEMS Licensee of the same or similar products as a standalone product at any time within six months of the sale of such Combination Product or sale to such related third party (other than a MEMS Licensee) (as applicable), shall be deemed to establish the commercially reasonable per unit price. " Combination Product " means a Licensed MEMS Product sold to an unrelated third party that is not sold on a standalone basis.

" Other Seller Product " means (i) any product intended for incorporation in a DLP System; (ii) any products intended for applications addressed by products currently or previously marketed or under development by the Educational and Productivity Solutions business unit of Seller (e.g., calculators); (iii) board-level products for use in telecommunications products (e.g.,

Bluetooth, GPS and WLAN boards); (iv) board-level products for use in Broadband or networking products (e.g., DSL boards); (v) High Volume Analog Logic (HVAL) module or board-level products (other than any product that is a Restricted Buyer Product); (vi) power modules or boards (e.g. Powertrends power board) (other than any product that is a Sensor Product or a Control Product; provided that for these purposes the phrase "or under development" in clause (iii) of the definition of Control Product and in clause (ii) of the definition of Sensor Product shall be disregarded); (vii) modems, residential-gateways and routers; (viii) Tire Pressure Sensor Products; (ix) any other products that any Seller Party manufactured, marketed, sold, offered for sale, distributed or otherwise transferred prior to the Effective Date or with respect to which any Seller Party has substantially completed its development efforts, and any extension, modification, derivative, replacement or successor products referred to in clause (ix) (in each case, other than Semiconductor Products and products included in the Business); and (x) board-level and systems products (such as a Tagit and Tagit reader) for use in RFID systems.

" Permitted Subsidiary " means, with respect to any Party, (i) any Subsidiary of such Party as of the Effective Date and (ii) any Subsidiary acquired, directly or indirectly, after the Effective Date by such Party, whether by stock purchase, merger, asset acquisition or otherwise, which has been granted a sublicense pursuant to Section 2.04(b).

" Priority Date " means the first effective filing date of an issued Patent or any application therefor.

" Restricted Buyer Product " means (i) any Sensor Product and/or Control Product (provided that for these purposes the phrase "or under development" in clause (iii) of the definition of Control Product and in clause (ii) of the definition of Sensor Product shall be disregarded) and (ii) any other product that incorporates a Restricted Core Business Technology Product as a functionally and commercially significant part thereof.

" Restricted Core Business Technology Product " means any (i) ceramic capacitive sensor, (ii) microfused silicon strain gauge, (iii) monometal and bimetal snap acting actuator, (iv) metal oxide silicon sensor and (v) a self-regulating heater or current limiter that (A) is an electromechanical product, (B) incorporates positive temperature coefficient materials based on doped barium titanate chemistry, and (C) responds to temperature with increased resistance, or when energized with current generates heat at a self-regulating point.

" S&C Field " means the field of Sensor Products and/or Control Products.

" Seller Activities " means the design, development, use and distribution of (i) design, automation, application or other software embodied in or operating on or in any way relating to the manufacture, or use of, any Seller Product and (ii) services, application notes, reference designs, emulators, evaluation modules (EVMs), and marketing materials directly relating to the sales, marketing or use of any Seller Product.

" Seller Information " means the know-how and trade secrets owned or licensable by any Seller Party that any Buyer Party has in its possession as of the Effective Date (so long as such know-how and trade secrets have been used in the Business prior to the Effective Date) and not assigned to Buyer under the Purchase Agreement, excluding any Exclusive Seller Information.

" Seller License " means the rights granted by Buyer to Seller pursuant to Section 2.02.

" Seller Party " means Seller and/or any of its Permitted Subsidiaries.

" Seller Patents " means all Patents now or hereafter owned or licensable by any Seller Party with a Priority Date prior to the Effective Date and not assigned to Buyer under the Purchase Agreement.

" Seller Product " means any (i) Semiconductor Product, (ii) Other Seller Product and (iii) any software marketed by Seller for use in conjunction with any of the foregoing.

" Semiconductor Part " means any semiconductor device or other device made using a Semiconductor Process and implemented on and/or as part of a common semiconductor substrate, such as a discrete or integrated circuit, and further including a MEMS Product or radio frequency identification product.

" Semiconductor Product " means any Semiconductor Part, and/or any combination of two or more Semiconductor Parts that may be used, sold, assembled or otherwise aggregated together in a chipset, board-level product, or in any assembly or system; provided, however, that the portions of such chipset, board-level product, assembly or system that do not constitute a Semiconductor Part shall not be included as a "Semiconductor Product" (it being understood that Semiconductor Product shall include electrical connections between Semiconductor Parts, decoupling capacitors, power supply connections and any other circuitry directly enabling the Semiconductor Parts to function together). Semiconductor Product also includes any software which is incorporated in, or specific to any of the foregoing which are Semiconductor Products.

(b) Each of the following terms is defined in the Section set forth opposite such term:

Section 1.02 . Other Definitional And Interpretative Provisions. The words "hereof", "herein" and "hereunder" and words of like import used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The captions herein are included for convenience of reference only and shall be ignored in the construction or interpretation hereof. References to Articles, Sections, Exhibits and Schedules are to Articles, Sections, Exhibits and Schedules of this Agreement unless otherwise specified. All Schedules annexed hereto or referred to herein are hereby incorporated in and made a part of this Agreement as if set forth in full herein. Any capitalized terms used in any Exhibit or Schedule but not otherwise defined therein, shall have the meaning as defined in this Agreement. Any singular term in this Agreement shall be deemed to include the plural, and any plural term the singular. Whenever the words "include", "includes" or "including" are used in this Agreement, they shall be deemed to be followed by the words "without limitation", whether or not they are in fact followed by those words or words of like import. When the words "not to be unreasonably withheld" are used in this Agreement, they shall be deemed to be followed by the phrase ", conditioned or delayed", whether or not they are in fact followed by that phrase or a phrase of like import. "Writing", "written" and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form. References to any agreement or contract are to that agreement or contract as amended, modified or supplemented from time to time in accordance with the terms hereof and thereof. References to any Person include the successors and permitted assigns of that Person. References from or through any date mean, unless otherwise specified, from and including or through and including, respectively. References to "law" or "laws" shall be deemed to include any and all Applicable Law.

ARTICLE 2

G RANT O F R IGHTS

Section 2.01 . From Seller To Buyer. (a) Subject to the terms and conditions of this Agreement, each Seller Party hereby grants to each Buyer Party a perpetual, worldwide, nonexclusive, irrevocable, nontransferable (except as set forth herein), royalty-free (except as set forth in Section 2.03), fully paid-up license under the Seller Patents and Seller Information (i) to make, have made, use, sell, offer for sale and import, reproduce, perform, display or distribute any Buyer Product (other than a MEMS Product in the S&C Field, which is licensed only pursuant to Section 2.03) and (ii) to engage in Buyer Activities.

(b) Effective upon the Effective Date, each Seller Party hereby irrevocably releases each Buyer Party and their respective customers, mediate and immediate, from any and all claims of infringement of any Seller Patent, with respect to any act performed or product made, used or sold by a Buyer Party prior to the Effective Date.

(c) Each Seller Party hereby agrees not to initiate any infringement action, or otherwise assert any claim, demand, cause of action or request for damages or other relief, either alone or in cooperation with any other Person, against any Buyer Party or any of their customers on or before April 30, 2007 under any Seller Patent and/or the Seller Information with respect to (i) any Buyer Product of the type manufactured and sold to such customers (including any Buyer Product of the type with respect to which such customer has entered into a contract or otherwise placed an order with a Buyer Party) within the one (1) year period immediately prior to the Announcement Date for any product of an immediate customer of a Buyer Party and/or (ii) any product of an immediate customer which infringes or has infringed upon such Seller Patent claims and in which such Buyer Product is or has been incorporated within the one (1) year period immediately prior to the Announcement Date (including any such customer products which are modifications, derivations, replacements or successor products of any of the foregoing) (a " Permitted Buyer Customer Product "); provided that the foregoing shall not apply with respect to any product of an immediate customer which is only under development as of the Announcement Date. Without limiting the generality of the foregoing, it is understood and agreed that the foregoing covenant with respect to a Permitted Buyer Customer Product shall apply to all downstream customers, sellers, distributors, and the like, as in the case of patent exhaustion. Notwithstanding the foregoing, as to any particular Seller Patent claim, the covenant set forth in this Section 2.01(c) shall only apply to any changes made to such Buyer Products and/or customer products after the Announcement Date if such changes do not result in such products infringing such Seller Patent claim in a manner that is materially different from such Buyer Product and/or customer product as each existed within the one (1) year period immediately prior to the Announcement Date. Notwithstanding the terms of this Section 2.01(c), in the event that any customer of a Buyer Party initiates a patent infringement action against a Seller Party after the Effective Date and such action does not arise out of or relate to a patent infringement dispute initiated by a Seller Party, then such Seller Party shall be permitted to respond to such patent infringement action and assert any Seller Patent claim that such Seller Party would otherwise be precluded from asserting under this Section 2.01(c) against such customer; provided that the assertion of any such Seller Patent claim (A) is not in respect of a customer product which incorporates a Buyer Product that directly infringes such Seller Patent claim and (B) is not otherwise prevented by any of the other licenses and covenants of this

Article 2. Notwithstanding the foregoing, in no event shall Seller be permitted to recover any damages or obtain any other relief resulting from any infringement of any Seller Patent and/or Seller Information that occurred on or before April 30, 2007 with respect to any Buyer Product and/or any Permitted Buyer Customer Product to the extent that the above covenant applies.

(d) Notwithstanding anything in this Agreement to the contrary, the Seller Patents and Seller Information shall only be deemed to be licensable if any Seller Party has the power to sublicense such Seller Patents and Seller Information to Buyer at no additional cost to, and such sublicense will not result in any further obligations being imposed on, any Seller Party; provided, however, if Buyer agrees to assume and directly pay such additional cost to the applicable third party and such direct payment is permitted, such Seller Patents and Seller Information (as applicable) shall be licensable hereunder.

Section 2.02 . From Buyer To Seller. (a) Subject to the terms and conditions of this Agreement, each Buyer Party hereby grants to each Seller Party a perpetual, worldwide, nonexclusive, irrevocable, nontransferable (except as set forth herein), royalty-free (except as set forth in Section 2.03), fully paid-up license under the Buyer Patents and Buyer Information to make, have made, use, sell, offer for sale and import, reproduce, perform, display or distribute any Seller Product (other than a MEMS Product in the S&C Field, which is licensed only pursuant to Section 2.03) and (ii) to engage in any Seller Activities. Notwithstanding the foregoing, the Seller Parties shall be prohibited from exercising the license rights granted in this Section 2.02 in any manner which contravenes the terms of Section 5.03 of the Purchase Agreement.

(b) Effective upon the Effective Date, each Buyer Party hereby irrevocably releases each Seller Party and their respective customers, mediate and immediate, from any and all claims of infringement of any Buyer Patent, with respect to any act performed or product made, used or sold by a Seller Party prior to the Effective Date.

(c) Each Buyer Party hereby agrees not to initiate any infringement action, or otherwise assert any claim, demand, cause of action or request for damages or other relief, either alone or in cooperation with any other Person, against any Seller Party or any of their customers on or before April 30, 2007 under any Buyer Patent and/or the Buyer Information with respect to (i) any Seller Product of the type manufactured and sold to such customers (including any Seller Product of the type with respect to which such customer has entered into a contract or otherwise placed an order with a Seller Party) within the one (1) year period immediately prior to the Announcement Date for any product of an immediate customer of a Seller Party and/or (ii) any product of an immediate customer which infringes or has infringed upon such Buyer Patent claims and in which such Seller Product is or has been incorporated within the one (1) year period immediately prior to the Announcement Date (including any such customer products which are modifications, derivations, replacements or successor products of any of the foregoing) (a " Permitted Seller Customer Product "); provided that the foregoing shall not apply with respect to any product of an immediate customer which is only under development as of the Announcement Date. Without limiting the generality of the foregoing, it is understood and agreed that the foregoing covenant with respect to a Permitted Seller Customer Product shall apply to all downstream customers, sellers, distributors, and the like, as in the case of patent exhaustion. Notwithstanding the foregoing, as to any particular Buyer Patent claim, the covenant

set forth in this Section 2.02(c) shall only apply to any changes made to such Seller Products and/or customer products after the Announcement Date if such changes do not result in such products infringing such Buyer Patent claim in a manner that is materially different from such Seller Product and/or customer product as each existed within the one (1) year period immediately prior to the Announcement Date. Notwithstanding the terms of this Section 2.02(c), in the event that any customer of a Seller Party initiates a patent infringement action against a Buyer Party after the Effective Date and such action does not arise out of or relate to a patent infringement dispute initiated by a Buyer Party, then such Buyer Party shall be permitted to respond to such patent infringement action and assert any Buyer Patent claim that such Buyer Party would otherwise be precluded from asserting under this Section 2.02(c) against such customer; p