PURCHASE AND SALE AGREEMENT

Exhibit 2.6

PURCHASE AND SALE AGREEMENT

AMONG

ANALOG DEVICES, INC.

and

ANALOG DEVICES B.V.

(the “ Sellers ”)

and

SEMICONDUCTOR COMPONENTS INDUSTRIES, LLC

and

ON SEMICONDUCTOR TRADING, LTD.

(the “ Buyers ”)

November 8, 2007

TABLE OF CONTENTS

i

TABLE OF CONTENTS

(continued)

ii

TABLE OF CONTENTS

(continued)

Disclosure Schedule

Schedules:

iii

Exhibits:

iv

PURCHASE AND SALE AGREEMENT

This PURCHASE AND SALE AGREEMENT (the “ Agreement ”) is entered into as of November 8, 2007 among Analog Devices, Inc., a Massachusetts corporation (the “ Parent ”), Analog Devices B.V., an entity organized under the laws of The Netherlands (“ ADBV ” and together with Parent, each individually referred to herein as a “ Seller ” and collectively referred to herein as the “ Sellers ”), Semiconductor Components Industries, LLC, a Delaware limited liability company (“ SCI ”), and ON Semiconductor Trading, Ltd., an entity organized under the laws of Bermuda and a wholly-owned subsidiary of SCI (“ ON Bermuda ” and together with SCI, and Irish Newco (as defined below), each, a “ Buyer ” and collectively, the “ Buyers ”). The Sellers and the Buyers are referred to collectively herein as the “ Parties .”

INTRODUCTION

1. The Sellers are engaged, among other matters, in the Business.

2. The Buyers desire to purchase from the Sellers, and the Sellers desire to sell to the Buyers, the Acquired Assets (other than Excluded Assets), subject to the assumption of the Assumed Liabilities and upon the terms and subject to the conditions set forth herein.

3. Prior to the Closing, SCI will form a new corporate subsidiary under the laws of the Republic of Ireland (“ Irish Newco ”) as provided in Section 4.6 below, and, following such formation and the execution by Irish Newco of a joinder hereto, Irish Newco shall be deemed a “Buyer” hereunder.

4. Capitalized terms used in this Agreement shall have the meanings ascribed to them in Article XI.

NOW, THEREFORE, in consideration of the representations, warranties, covenants and agreements contained in this Agreement and other good and valuable consideration, the receipt of which is hereby acknowledged, the Parties agree as follows:

ARTICLE I

ASSET PURCHASE

1.1 Purchase and Sale of Assets; Assumption of Liabilities .

(a) Transfer of Assets . On the terms and subject to the conditions set forth in this Agreement, at the Closing, each Seller shall sell, convey, assign, transfer and deliver to SCI, and SCI shall purchase and acquire from each Seller, all of the Seller’s right, title and interest in and to the Acquired Assets (other than the Irish Acquired Assets), in each case free and clear of all Liens for (a) the Adjusted Purchase Price payable as set forth in Section 1.2 and (b) the assumption of the Assumed Liabilities, in each case, in accordance with the Allocation Schedule.

(b) Transfer of Irish Assets . On the terms and subject to the conditions set forth in this Agreement, at the Closing, each Seller shall sell to (i) ON Bermuda all of the

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applicable Seller’s right and title to the Irish Acquired Assets that constitute intangible assets (the “ Irish Intangible Assets ”), free and clear of all Liens, and (ii) Irish Newco all of the applicable Seller’s right and title to the Irish Acquired Assets that constitute tangible assets (the “ Irish Tangible Assets ” and together with the Irish Tangible Assets, the “ Irish Acquired Assets ”), free and clear of all Liens, in each case for (A) the portion of the Adjusted Purchase Price payable as set forth in Section 1.2 and (B) in the case of Irish Newco, the assumption of the Assumed Liabilities, all in accordance with the Allocation Schedule; provided that , title to all Irish Acquired Assets capable of delivery shall pass by delivery as provided in Section 1.3(b)(xiv) below. The purchase and sale of the Acquired Assets are referred herein collectively as the “ Acquisition .”

(c) Excluded Assets . Notwithstanding anything to the contrary in this Agreement, the Acquired Assets shall not include any of the Excluded Assets.

(d) Assumed Liabilities . On the terms and subject to the conditions set forth in this Agreement, SCI and Irish Newco shall assume, effective as of the Closing, and from and after the Closing, SCI and Irish Newco shall pay, perform and discharge when due the Assumed Liabilities; provided that , the assumption of the Assumed Liabilities by SCI and Irish Newco shall not enlarge any rights of third parties under contracts or arrangements with any Seller or Buyer and nothing herein shall prevent any Party hereto from contesting in good faith with any third party any of said liabilities.

(e) Excluded Liabilities . Notwithstanding anything to the contrary in this Agreement, none of the Buyers shall assume, or be bound by, the Excluded Liabilities.

1.2 Purchase Price and Related Matters .

(a) Purchase Price .

(i) In consideration for the sale and transfer of the Acquired Assets (other than the Irish Acquired Assets), SCI shall at the Closing assume the Assumed Liabilities as provided in Section 1.1(d) and shall pay to the Sellers an amount equal to (i) the Purchase Price, less (ii) the Escrow Fund (defined in Section 1.2(c) ), less (iii) the Irish Purchase Price, less (iv) the WIP Adjustment Amount (defined in Section 1.2(d) ), and less (v) the Non-U.S. Vacation Liability (such resulting amount, the “ Adjusted Purchase Price ”) in cash in immediately available funds in accordance with wire transfer instructions delivered to SCI by the Sellers not less than two (2) Business Days prior to the Closing Date;

(ii) In consideration for the sale and transfer of the Irish Intangible Assets, ON Bermuda shall at the Closing pay to the Sellers an amount equal to the Irish Intangible Asset Purchase Price, as reflected in the Allocation Schedule, in cash in immediately available funds in accordance with wire transfer instructions delivered to SCI by the Sellers not less than two (2) Business Days prior to the Closing Date;

(iii) In consideration for the sale and transfer of the Irish Tangible Assets, Irish Newco shall at the Closing assume the Assumed Liabilities as provided in Section 1.1(d) and shall pay to the Sellers an amount equal to the Irish Tangible Asset Purchase Price, as

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reflected in the Allocation Schedule, in cash in immediately available funds in accordance with wire transfer instructions delivered to SCI by the Sellers not less than two (2) Business Days prior to the Closing Date.

(iv) In the event the Closing does not take place on or prior to December 31, 2007, the Adjusted Purchase Price as set forth in Section 1.2(a)(i) shall be increased by the amount equal to the amount of any retention payments made by Parent to the Employees who become Continuing Employees pursuant to the Retention Bonus Plan disclosed on Section 2.5(a) of the Disclosure Schedule.

(b) Allocation of Adjusted Purchase Price and Assumed Liabilities . Prior to the Closing, Parent, on behalf of the Sellers, and SCI on behalf of the Buyers, shall jointly prepare and agree upon a schedule (the “ Allocation Schedule ”) setting forth the proposed allocation of the Adjusted Purchase Price and the Assumed Liabilities among the Acquired Assets transferred by each of the Sellers and the covenant contained in Section 10.2 , in accordance with Section 1060 of the Code.

(i) If SCI and the Parent cannot reach agreement on such Allocation Schedule within 30 days following the date hereof, then SCI and the Parent shall jointly engage the Neutral Accountant. The Neutral Accountant shall prepare the Allocation Schedule based upon its appraisal of the fair value of the assets among which the Adjusted Purchase Price and the Assumed Liabilities are to be allocated, and the Parent and SCI shall jointly pay the fees and expenses of the Neutral Accountant for its services under this Section 1.2(b) . The Parent and SCI agree to provide to the Neutral Accountant such information as the Neutral Accountant may reasonably request in connection with the preparation of such schedule and shall request that the Neutral Accountant prepare and deliver to the Parent and SCI such Allocation Schedule as promptly as practicable. The Buyers and Sellers agree that the procedure set forth in this Section 1.2(b)(i) for resolving disputes with respect to the Allocation Schedule shall be the sole and exclusive method for resolving any such disputes.

(ii) The Buyers and the Parent agree to (A) be bound by the Allocation Schedule, (B) act in accordance with the Allocation Schedule in the filing of all Tax Returns (including without limitation filing Form 8594 with their respective U.S. federal income tax returns for the taxable year that includes the Closing Date) and in the court of any Tax audit, Tax review or Tax litigation relating thereto and (C) take no position and cause their respective Affiliates to take no position inconsistent with the Allocation Schedule for income Tax purposes.

(c) Escrow Fund . At the Closing, the Buyers shall deposit a portion of the Purchase Price equal to $7.5 million (the “ Escrow Fund ”) into an escrow account pursuant to an Escrow Agreement referred to in Section 1.3(b) below which shall be available to satisfy claims for Damages pursuant to Section 6.1(d) and Section 6.1(e) in respect of the matters described in (i)  Schedule 1.2(c)(i) , and (ii)  Schedule 1.2(c)(ii) hereof. The Escrow Fund shall be held as a trust fund and shall not be subject to any Lien, attachment, trustee process or any other judicial process of any creditor of any party, and shall be held and disbursed solely for the purposes and in accordance with the terms of the Escrow Agreement. The escrow agent under the Escrow Agreement (the “ Escrow Agent ”) shall be a financial institution headquartered in the United

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States reasonably acceptable to the Buyers and Parent. The Buyers and the Parent agree that the Escrow Fund, and any reimbursement therefrom, shall be administered in accordance with the terms of the Escrow Agreement.

(d) WIP and Vacation Adjustments . Three (3) Business Days prior to the Closing, the Sellers shall deliver to the Buyers a good faith estimate, as of the Closing, of the book value amount of the WIP of the Business (the “ WIP Adjustment Amount ”) and of the Non-U.S. Vacation Liability and provide the Buyers with access to the Books and Records of the Sellers as may be reasonably requested by the Buyers in order to confirm the WIP Adjustment Amount and the amount of the Non-U.S. Vacation Liability. The Sellers covenant and agree that the WIP Adjustment Amount and the Non-U.S. Vacation Liability shall be calculated in a manner consistent in all respects with the manner in which the WIP calculations previously provided to SCI have been calculated and the manner in which the Non-U.S. Vacation Liability is calculated on Schedule 13.2 hereto. The WIP Adjustment Amount and the Non-U.S. Vacation Liability, as agreed to by Parent and SCI and together with such adjustments thereto as shall be mutually agreed to by Parent and SCI, will be final and binding on all parties.

1.3 The Closing .

(a) Time and Location . The closing of the Acquisition (the “ Closing ”) shall take place at the offices of Latham & Watkins LLP in San Francisco, California, commencing at 10:00 a.m., local time, on the Closing Date.

(b) Actions at the Closing .

At the Closing:

(i) the Buyers shall collectively deliver to the Sellers the Adjusted Purchase Price and Irish Purchase Price as set forth in Section 1.2 ;

(ii) the Parent shall deliver (or cause to be delivered) to SCI the various certificates, instruments and documents required to be delivered under Section 5.1 ;

(iii) SCI shall deliver (or cause to be delivered) to Parent the various certificates, instruments and documents required to be delivered under Section 5.2 ;

(iv) the Sellers shall execute and deliver a Bill of Sale with respect to the Acquired Assets (other than the Irish Acquired Assets) in substantially the form attached hereto as Exhibit A ;

(v) the Sellers and SCI shall execute and deliver the License Agreement in substantially the form attached hereto as Exhibit B ;

(vi) SCI shall execute and deliver (or cause to be executed and delivered) to Sellers an Assumption Agreement in substantially the form attached hereto as Exhibit C ;

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(vii) the Sellers, SCI and ON Bermuda shall execute and deliver a transitional foundry services agreement and a transition services agreement in substantially the forms attached hereto as Exhibits D and E, respectively;

(viii) the Sellers and the Buyers shall execute and deliver an Escrow Agreement in substantially the form attached hereto as Exhibit F ;

(ix) the Sellers and SCI shall execute and deliver the ADICE License Agreement in substantially the form attached hereto as Exhibit G;

(x) Parent and SCI shall deliver the Allocation Schedule;

(xi) the Sellers shall execute and deliver (or cause to be executed and delivered) such other instruments of conveyance as SCI, on behalf of the Buyers, may reasonably request in order to effect the sale, transfer, conveyance and assignment to the relevant Buyer of valid ownership of and title to all of the Acquired Assets, including, without limitation, any Intellectual Property Rights assignment agreements to be recorded with the U.S. Patent and Trademark Office and foreign counterparts thereof;

(xii) SCI shall execute and deliver (or cause to be executed and delivered) such other instruments as any Seller may reasonably request in order to effect the assumption by the relevant Buyer of the Assumed Liabilities;

(xiii) each Seller shall transfer the Books and Records;

(xiv) the Sellers shall deliver to (A) SCI, or otherwise put SCI in possession and control of, all of the Acquired Assets (other than the Irish Acquired Assets) of a tangible nature, and (B) Irish Newco, or otherwise put Irish Newco in possession and control of, all of the Irish Tangible Assets, in each case in accordance with the Allocation Schedule; and

(xv) the Parties shall execute and deliver to each other a cross-receipt evidencing the transactions referred to above.

1.4 Consents to Assignment . Anything in this Agreement to the contrary notwithstanding, this Agreement shall not constitute an agreement to assign or transfer any contract, lease, authorization, license or permit, or any claim, right or benefit arising thereunder or resulting therefrom, if an attempted assignment or transfer thereof, without the consent of a third party thereto or of the issuing Governmental Entity, as the case may be, would constitute a breach thereof.

1.5 Further Assurances . At any time and from time to time after the Closing Date, as and when requested by any Party hereto and at such Party’s expense, the other Party or Parties shall promptly execute and deliver, or cause to be executed and delivered, all such documents, instruments and certificates and shall take, or cause to be taken, all such further or other actions as are necessary to evidence and effectuate the transactions contemplated by this Agreement.

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ARTICLE II

REPRESENTATIONS AND WARRANTIES OF THE SELLERS

Parent represents and warrants to the Buyers that the statements contained in this Article II are true and correct, except as set forth in the Disclosure Schedule. The Disclosure Schedule shall be arranged in sections and subsections corresponding to the numbered and lettered sections and subsections contained in this Article II. The disclosures in any section or subsection of the Disclosure Schedule shall qualify other sections and subsections in this Article II to the extent it is reasonably apparent from a reading of the disclosure in any such section or subsection that such disclosure is applicable to such other sections and subsections. The inclusion of any information in the Disclosure Schedule (or any update thereto) shall not be deemed to be an admission or acknowledgment, in and of itself, that such information is required by the terms hereof to be disclosed, is material to the Business, has resulted in or would result in a Business Material Adverse Effect, or is outside the ordinary course of business. For purposes of this Agreement, the phrase “to the knowledge of the Sellers” or any phrase of similar import shall mean and be limited to the actual knowledge, after due inquiry of their respective direct reports, of the following individuals: John Blake, Peter Henry, Bill Martin and Margaret Seif.

2.1 Organization, Qualification and Corporate Power . Each of the Sellers is a corporation duly organized, validly existing and, where applicable, in good standing under the laws of its respective jurisdiction of organization and is duly qualified to conduct business under the laws of each jurisdiction where the character of the properties owned, leased or operated by it or the nature of its activities as they relate exclusively to the Business, makes such qualification necessary, except for any such failure to be qualified that would not reasonably be expected to result in a Business Material Adverse Effect. Each Seller has all requisite corporate power and authority to carry on the business in which it is now engaged and to own and use the properties now owned and used by it.

2.2 Authority . Each Seller has all requisite corporate power and authority to execute and deliver this Agreement and the Ancillary Agreements to which it will be a party and to perform its obligations hereunder and thereunder. The execution and delivery by each Seller of this Agreement and such Ancillary Agreements and the consummation by each Seller of the Acquisition and the other transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action on the part of each Seller. This Agreement has been, and such Ancillary Agreements will be, validly executed and delivered by each Seller and, assuming this Agreement and each such Ancillary Agreement constitute the valid and binding obligation of the Buyers, constitutes or will constitute a valid and binding obligation of each Seller, enforceable against each Seller in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other similar laws relating to or affecting the rights of creditors generally and by equitable principles, including those limiting the availability of specific performance, injunctive relief and other equitable remedies and those providing for equitable defenses.

2.3 Noncontravention . Subject to compliance with the applicable requirements of the Hart-Scott-Rodino Act, and applicable foreign antitrust or trade regulation laws, neither the execution and delivery by any Seller of this Agreement or the Ancillary Agreements to which

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such Seller will be a party, nor the consummation by any Seller of the Acquisition or the other transactions contemplated hereby or thereby, will:

(a) conflict with or violate any provision of the charter or bylaws of such Seller;

(b) require on the part of any Seller any filing with, or any permit, authorization, consent or approval of, any Governmental Entity, except for any filing, permit, authorization, consent or approval which if not obtained or made would not reasonably be expected to result in a Business Material Adverse Effect;

(c) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of obligations under, create in any party the right to terminate or modify, or require any notice, consent or waiver under, any contract, lease, sublease, license, sublicense, franchise, permit, indenture, agreement or mortgage for borrowed money, instrument of indebtedness or Lien to which any Seller is a party or by which any Seller is bound or to which any of its respective assets is subject, except for (i) any conflict, breach, default, acceleration or right to terminate or modify that would not reasonably be expected to result in a Business Material Adverse Effect or (ii) any notice, consent or waiver the absence of which would not reasonably be expected to result in a Business Material Adverse Effect; or

(d) violate any order, writ, injunction or decree specifically naming, or statute, rule or regulation applicable to, any Seller or any of or their respective properties or assets, except for any violation that would not reasonably be expected to result in a Business Material Adverse Effect.

2.4 Financial Statements; Taxes .

(a) The income statements for the Business for the fiscal years ended October 30, 2004, October 29, 2005 and October 28, 2006, and for the fiscal quarters ended February 3, 2007, May 5, 2007 and August 4, 2007 are attached as Section 2.4 of the Disclosure Schedule. Such income statements were prepared by management of the Business and are consistent with the books and records of the Sellers as they relate to the Business; provided however , that such income statements are based on the combined revenues, expenses, assets and liabilities of Sellers relevant to the Business. Such income statements were not necessarily prepared in accordance with generally accepted accounting principles, including with respect to the allocation or estimation of costs, operating expenses, assets and liabilities that were included in the Business.

(b) All Tax Returns required to be filed by or with respect to the Business have been timely filed, and all such Tax Returns are complete and correct in all material respects. All Taxes due and payable with respect to the Business, whether or not shown on such Tax Returns, have been paid in full. There is no action pending with respect to any Tax with respect to the Business which could reasonably be expected to result in a Lien on the Acquired Assets.

2.5 Absence of Certain Changes . Since August 4, 2007, there have not been any changes in the financial condition or results of operations of the Business, except for any changes

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that would not reasonably be expected to result in a Business Material Adverse Effect. Since August 4, 2007, each Seller has conducted the Business in the ordinary course consistent with past practice, and no Seller has taken any of the following actions (or permitted any of the following events to occur) with respect to the Acquired Assets or the Business:

(a) sold, assigned or transferred any portion of the Acquired Assets, except for sales of Products in the ordinary course of business;

(b) suffered any extraordinary damages, destruction or losses (whether or not covered by insurance);

(c) made any capital expenditures or commitments therefor, except any such capital expenditures made in the ordinary course of business and any such commitments that do not constitute Assumed Liabilities;

(d) created, or allowed or suffered to exist, any Liens on any of the Acquired Assets, other than any Liens with respect to which Sellers will obtain releases as of the closing;

(e) acquired any operating business, whether by merger, stock purchase or asset purchase, except for any such business which did not become part of the Business;

(f) incurred or guaranteed any indebtedness for borrowed money, except which do not constitute Assumed Liabilities;

(g) entered into any employment, compensation or deferred compensation agreement (or any amendment or modification to any such existing agreement) with any Employee whose annual base salary exceeds $100,000, except in the ordinary course of business;

(h) incurred any material loss of Employees, or material change in the terms and conditions of the employment of Employees as a whole;

(i) incurred any obligation or liability by a Seller to any of its Employees, or made any loans or advances made by a Seller to any of its Employees, except normal compensation and expense allowances payable in the ordinary course of business; or

(j) entered into any agreement or commitment with respect to any of the matters referred to in paragraphs (a) through (i) of this Section 2.5 .

2.6 Tangible Personal Property . The applicable Seller has good, valid and (if applicable) marketable title to, a valid leasehold interest in or a valid license or right to use, all Tangible Personal Property, free and clear of all Liens. All Tangible Personal Property is in good operating condition (ordinary wear and tear excepted), and is suitable for its intended uses.

2.7 Intellectual Property .

(a) Except as set forth in Section 2.7(a) of the Disclosure Schedule, there are no pending or threatened claims of which a Seller has been given written notice, by any Person

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alleging that the conduct of the Business or any Product infringes, misappropriates or constitutes unlawful use of any of such Person’s Intellectual Property Rights and, to the knowledge of the Sellers, no Person has made any such claims. Except as set forth in Section 2.7(a) of the Disclosure Schedule, no Person has notified a Seller that a Seller requires a license to any of such Person’s Intellectual Property Rights in connection with the conduct of the Business and no Seller has received any unsolicited written offer to license any Person’s Intellectual Property Rights in connection with the conduct of the Business. Except as set forth in Section 2.7(a) of the Disclosure Schedule, to the Seller’s knowledge, the conduct of the Businesses as conducted by the Sellers prior to or on the Closing Date does not, and the Products made, sold, offered for sale and imported by a Buyer after the Closing Date, including without limitation the Products made by the Sellers and sold by the Sellers to a Buyer under the Foundry Agreement, do not and will not, infringe, constitute contributory infringement, inducement to infringe, misappropriation or unlawful use of the Intellectual Property Rights of any Person. The foregoing representation shall not apply to the extent the infringement arises out of a modification made to the Products by or for a Buyer, including any modification made by a Seller at the request of or with the written authorization of a Buyer, nor shall the foregoing representation apply to the extent the infringement arises out of (i) any combination of the Products by or for a Buyer with any existing or future elements, components, features, functions, products or services of a Buyer or any third party, except for combinations with other the Products specifically listed on Schedule 13.2 in the configurations currently offered by Seller as of the Closing Date, or (ii) the use by a Buyer of different manufacturing processes from those used by the Sellers as of the Closing Date.

(b) The Sellers are the sole and exclusive owners of and have good and marketable title to all of the Transferred Intellectual Property Rights, free and clear of all Liens. No Person other than the Sellers has any ownership right, title or interest in or to the Transferred Intellectual Property Rights, including, without limitation, any employee or contractor that have not been either assigned to a Seller or exclusively licensed to a Seller on a worldwide, royalty-free basis with the right to sublicense. To the Sellers’ knowledge, the Sellers have the right to grant the licenses granted in the License Agreement and the ADICE License Agreement.

(c) [Intentionally omitted.]

(d) The Transferred Intellectual Property Rights and the Licensed Intellectual Property Rights, other than in-licensed third party Intellectual Property Rights specified in Section 2.7(d) of the Disclosure Schedule, constitute all the Intellectual Property Rights used in the conduct of the Business or that are necessary in connection with the conduct of the Business on and before the Closing Date.

(e) Except as set forth in Section 2.7(e) of the Disclosure Schedule, no Seller has granted any Person any right of first refusal/negotiation, covenant not to assert/sue or other right, license or other interest in or to the Transferred Intellectual Property Rights or the Licensed Intellectual Property Rights, including, without limitation, the right to make, have made, sell, offer for sale or import any Product.

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(f) Except as set forth in Section 2.7(f) of the Disclosure Schedule, and except for the in-licensing of standard, “off-the-shelf” commercial software (excluding Public Software and excluding software included in any Product), no Person has granted a Seller any covenant not to assert/sue, right, license or other interest in or to any Intellectual Property Rights in connection with a Seller’s conduct of the Business or the using, making, selling, offer for sale or importing any Product.

(g) Neither Seller has delivered or disclosed to any Person or granted to any Person any license to use or right to access and use any source code of software used in any Product and neither Seller has deposited into any technology escrow any such source code.

(h) Except as set forth in Section 2.7(h) of the Disclosure Schedule, neither Seller is a party to any contract or agreement limiting or restricting the Seller’s ability to transact or conduct the Business in any market, field or geographical area or with any Person, or that restricts the use, sale, transfer, delivery or licensing of any Transferred Intellectual Property Rights, Licensed Intellectual Property or Products, including, without limitation, any covenant not to compete.

(i) Except as set forth in Section 2.7(i) of the Disclosure Schedule, neither Seller has any obligation to pay any royalties, license fees or other amounts or provide or pay any other consideration to any Person by reason of the conduct of the Business or the use, manufacture, distribution, sale or importation of any Product.

(j) Except as set forth in Section 2.7(j) of the Disclosure Schedule, no Product and no software, firmware or middleware included in any Product contains, interfaces with or incorporates any Public Software and no Public Software has been distributed with, in whole or in part, any Product. For purposes of the foregoing, the term “ Public Software ” shall mean any software that contains, or is derived in any manner (in whole or in part) from, any software that is distributed as free software, open source software (e.g., Linux) or similar licensing or distribution models that requires the distribution of source code to licensees, including, without limitation, software licensed or distributed under any of the following licenses or distribution models, or licenses or distribution models similar to any of the following: (i) GNU’s General Public License (GPL) or Lesser/Library GPL (LGPL); (ii) the Artistic License (e.g., PERL); (iii) the Mozilla Public License; (iv) the Netscape Public License; (v) the Sun Community Source License (SCSL); (vi) the Sun Industry Standards License (SISL); (vii) the BSD License; and (viii) the Apache License.

(k) Except as set forth in Section 2.7(k) of the Disclosure Schedule, no Person has challenged in writing or, to the knowledge of the Sellers, threatened to challenge and no Person has asserted in writing or, to the knowledge of the Sellers, threatened to assert a claim or made a demand, nor is there any proceeding pending or, to the knowledge of the Sellers, threatened, which would (i) materially adversely affect the Sellers’ right, title or interest in, to or under the Licensed Intellectual Property Rights, (ii) materially adversely affect the Sellers’ right, title or interest in, to or under the Transferred Intellectual Property Rights, (iii) materially adversely affect the validity, enforceability or claim construction of any Patents included in the Licensed Intellectual Property Rights, or (iv) materially adversely affect the validity,

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enforceability or claim construction of any Patents included in the Transferred Intellectual Property Rights. No Seller has received any written notice regarding any such challenge, claim, demand or proceeding.

(l) Neither of the Sellers is subject to any proceeding or outstanding decree, order, judgment or stipulation restricting in any manner the use, transfer or licensing of the Transferred Intellectual Property Rights or the Licensed Intellectual Property Rights, or the use, manufacture, transfer, sale, importation or licensing of any Product, or which might affect the validity, use or enforceability of any of the Transferred Intellectual Property Rights in any material respect.

(m) To the Sellers’ knowledge, no Licensed Intellectual Property Rights have been infringed by any Person in any material respect in the Field of Use as defined in the License Agreement. To the Sellers’ knowledge, no Transferred Intellectual Property Rights have been infringed by any Person in any material respect. To the Seller’s knowledge, there is no unauthorized use or disclosure or misappropriation by any Person of the Transferred Intellectual Property Rights or the Licensed Intellectual Property Rights.

(n) All registered Copyrights and registered Trademarks included in the Transferred Intellectual Property Rights (i) have been duly filed or registered (as applicable) with the applicable Governmental Entity, and maintained, including the timely submission of all necessary filings and payment of fees in accordance with the legal and administrative requirements or the appropriate jurisdictions, (ii) have not lapsed, expired or been abandoned and (iii) are not the subject of any opposition proceedings that have been commenced related thereto in any jurisdictions which such procedures are available nor does there exist any fact that could lead to any such opposition. Section 2.7(n) of the Disclosure Schedule sets forth the registered Copyrights (including without limitation mask works) and registered trademarks included in the Acquired Assets, setting forth in each case (a) the jurisdictions in which Copyrights and Trademarks have been registered or for which applications for registrations have been filed and (b) any payments or filings that are required during the ninety (90) day period following the date of this Agreement.

(o) All Patents included in the Transferred Intellectual Property Rights have been duly filed or registered (as applicable) with the applicable Governmental Entity, and have been prosecuted and maintained, including without limitation the timely submission of all necessary filings and fees, in accordance with the legal and administrative requirements of the appropriate Governmental Entity, and have not lapsed, expired or been abandoned. Section 2.7(o) of the Disclosure Schedule sets forth the Patents included in the Acquired Assets, setting forth in each case (a) the jurisdictions in which issued Patents have issued and Patent applications have been filed and (b) any payments or response to office actions or other filings that are required during the ninety (90) day period following the date of this Agreement.

(p) (i) All Patents included in the Transferred Intellectual Property Rights have been prosecuted in good faith and are in good standing, (ii) neither Seller has received any inventorship challenges to any such Patents nor to Seller’s knowledge does there exist any fact that could lead to any such challenge, (iii) no interference been declared or provoked relating to

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any such Patents nor to Sellers’ knowledge does there exist any fact that could lead to any such interference, and (iv) no opposition proceeding has been commenced related to such Patents in any jurisdiction nor to Seller’s knowledge does there exist any fact that could lead to such opposition proceeding.

(q) Sellers have taken commercially reasonable and customary measures and precautions necessary to protect and maintain the confidentiality of all material Trade Secrets included in the Transferred Intellectual Property Rights and all material Trade Secrets included in the Licensed Intellectual Property Rights and otherwise to maintain and protect the value of all such Trade Secrets. Neither Seller has disclosed any such Trade Secrets to any Person without having the recipient thereof execute a written agreement regarding the non-disclosure and non-use thereof.

(r) The Sellers have not intentionally incorporated into any Product, any “back door,” “time bomb,” “Trojan horse,” “worm,” “drop dead device,” “virus” or other software routines or hardware components designed to permit unauthorized access or to disable or erase software, hardware or data without the consent of the user (except to the extent that software or data is erased and replaced in the course of ordinary operation of the Product) and the Sellers have used reasonable efforts to prevent the introduction of such into any Products.

(s) Each Product actually offered for sale or sold by the Sellers as of the date of this Agreement conforms and complies in all material respects with the terms and requirements of any applicable warranty, the agreement related to such Product and with all Applicable Laws. Since October 28, 2006, no customer or other Person has asserted or, to the knowledge of the Sellers, threatened to assert any claim against a Seller under or based upon any warranty provided by or on behalf of a Seller. Since October 28, 2006, each Product offered for sale or sold by the Sellers was free of any design defect or other defect or deficiency at the time it was sold or otherwise made available, other than any immaterial bug that would not adversely affect in any material respect such Product or other asset, product or system (or the operation or performance of any of the foregoing). Since October 28, 2006, no product liability claims have been filed against or, to the knowledge of the Sellers, threatened or alleged against a Seller related to any Product sold or offered for sale by the Sellers.

(t) Except as set forth in Section 2.7(t) of the Disclosure Schedule, no Seller is or has ever been a member or promoter of, or a contributor to or made any commitments or agreements regarding any patent pool, industry standards body, standard setting organization, industry or other trade association or similar organization, in each case that could or does require or obligate a Seller to grant or offer to any other Person any license or right to the Transferred Intellectual Property Rights or the Licensed Intellectual Property Rights.

(u) Except as set forth in Section 2.7(u) of the Disclosure Schedule, no funding, facilities or personnel of any Governmental Entity were used, directly or indirectly, to develop or create, in whole or in part, any Transferred Intellectual Property Rights, any Licensed Intellectual Property Rights or any Product.

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(v) The execution, delivery or performance of this Agreement and the Ancillary Agreements, the consummation of the transactions contemplated by this Agreement or such Ancillary Agreements and the satisfaction of any closing condition hereto or thereto will not contravene, conflict with or result in any limitation on the Buyers’ right, title or interest in or to the Transferred Intellectual Property or on the Sellers’ granting the licenses under the License Agreement or the ADICE License Agreement.

(w) The products listed in the product development roadmap in Exhibit D of the License Agreement are all of the thermal and power management products intended for use in the Restricted Field that are currently under development by either Seller. The Products included in the Acquired Assets as listed in Exhibit A of the License Agreement represent all of thermal and power management products that are currently manufactured and sold by Sellers and intended for use exclusively in the Restricted Field.

The Parties agree that the only representations and warranties of the Sellers herein as to any Intellectual Property Rights are those contained in this Section 2.7 . Without limiting the generality of the foregoing, each Buyer specifically acknowledges that the representations and warranties contained in Sections 2.6 , 2.10 , 2.14 and 2.15 do not relate to Intellectual Property Rights.

2.8 [Intentionally omitted. ]

2.9 Entire Business . Except for the Excluded Assets, the Acquired Assets, when utilized by a labor force substantially similar to that employed by the Sellers in connection with the Business, are adequate to conduct the Business in all material respects as currently conducted.

2.10 Litigation . Section 2.10 of the Disclosure Schedule lists, as of the date of this Agreement, each pending, or to the knowledge of the Sellers, threatened (a) judgment, order, decree, stipulation or injunction of any Governmental Entity specifically naming any Seller that involves the Acquired Assets or relates exclusively to the Business and (b) action, suit or proceeding or, to the knowledge of Sellers, investigation by or before any Governmental Entity specifically naming any Seller that involves the Acquired Assets or relates exclusively to the Business, except in the case of either clause (a) or (b), any that would not reasonably be expected to result in a Business Material Adverse Effect.

2.11 Employment Matters .

(a) Section 2.11(a) of the Disclosure Schedule contains a list, as of the date of this Agreement, of all Employees, along with, for each Employee, the position, current base salary, date and amount of last base salary increase, annual bonus, commissions, or other incentive compensation, benefit plans, programs or arrangements in which participating, job location, job grade, job shift, and severance terms applicable to such person, and indicating if such person is on leave of absence. Each current Employee has entered into a confidentiality/assignment of inventions agreement with the applicable Seller, a copy or form of which has previously been delivered to SCI. Section 2.11 of the Disclosure Schedule contains a

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list of all Employees who are a party to a non-competition agreement with any Seller; copies of such agreements have previously been delivered to SCI.

(b) No Seller is a party to or bound by any collective bargaining agreement relating to the Business, nor has any Seller experienced, since January 1, 2002, any material strikes, slowdowns, grievances, claims of unfair labor practices or other collective bargaining disputes with respect to the Business, nor to the knowledge of the Sellers, are any such actions, claims or disputes threatened.

(c) Each Seller is in material compliance with all Applicable Laws pertaining to the Seller’s employment practices, terms and conditions of employment, and wages and hours (including, but not limited to, proper classification of employees for ERISA purposes and as exempt or non-exempt, proper characterization of service providers as consultants and independent contractors, immigration related obligations with respect to each Employee and the withholding, remittance and reporting of applicable Taxes on wages). There are no claims of any nature pending or, to the knowledge of the Sellers, threatened by any Employee or former Employee of each Seller against such Seller in connection with the Seller’s employment (or termination thereof) of such Employee or former Employee.

(d) There has been no “mass layoff” or “plant closing” as defined by the Worker Adjustment and Retraining Notification Act, as amended, in respect of the Sellers within the past ninety (90) days. Section 2.11(d) of the Disclosure Schedule lists all Employees whose employment has been involuntarily terminated or who have received notice of involuntary termination of their employment during the six-month period prior to the date of this Agreement.

2.12 Employee Benefits .

(a) Section 2.12 of the Disclosure Schedule contains a complete and accurate list of all Business Benefit Plans. Correct and complete copies have been delivered or made available to SCI by the Parent of all Business Benefit Plans (including all amendments and attachments thereto); the most recent determination letter from the Internal Revenue Service (if applicable); and the most recent summary plan descriptions for the Business Benefit Plans (if applicable).

(b) The Business Benefit Plans that are intended to be qualified under Section 401(a) of the Code have received determination letters from the Internal Revenue Service to the effect that such Business Benefit Plans are qualified and the plans and the trusts related thereto are exempt from federal income Taxes under Sections 401(a) and 501(a), respectively, of the Code, and each such determination letter covers all tax-qualification provisions that are required to be stated in the applicable plan as of the date of this Agreement (or such plan is within the applicable remedial amendment period for making any required changes). To the knowledge of the Sellers, no event has occurred and no circumstance exists that will or could give rise to the disqualification of any such Business Benefit Plan or the loss of tax exemption for the trust thereunder.

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(c) Each Business Benefit Plan has been maintained, funded, and administered in all material respects in accordance with its terms and Applicable Law. All contributions required to be made to any Business Benefit Plan have been made or a reasonable amount has been accrued for contributions to and funding obligations of each Business Benefit Plan. No violation of or failure to comply with Applicable Law exists with respect to any Business Benefit Plan maintained by any Seller, any of their respective Affiliates or any ERISA Affiliate that could subject any Buyer to any fine, penalty, Tax or liability of any kind imposed under ERISA or the Code, and no Employment Liabilities of any Seller or any ERISA Affiliate could become a liability of any Buyer, except as specifically provided in this Agreement or in Section 2.12(c) of the Disclosure Schedule.

(d) Except as set forth in Section 2.12(d) of the Disclosure Schedule, there are no unfunded obligations under any Business Benefit Plan providing welfare benefits after termination of employment to any Employee (or to any beneficiary of any such employee), excluding continuation of health coverage required to be continued under Section 4980B of the Code or other similar applicable laws.

(e) Except as set forth in Section 2.12(e) of the Disclosure Schedule, there are no pending investigations, claims or lawsuits which have been asserted or instituted by or against any Business Benefit Plan, against the assets of any of the trusts under such plans or by or against the plan sponsor, plan administrator, or any fiduciary of any Business Benefit Plan with respect to the operation or administration of such plans (other than routine benefit claims) nor do the Sellers have knowledge of facts that could form the basis for any such claim or lawsuit.

(f) Neither the Sellers nor any ERISA Affiliate has ever maintained, contributed to or been required to contribute to, or has any liability with respect to a plan that is subject to Title IV of ERISA. No Business Benefit Plan is a nonqualified deferred compensation plan (as described in Code Section 409A) which would subject any Person to tax pursuant to Section 409A of the Code based upon a good faith interpretation of all applicable regulations, notices and regulatory guidance.

(g) Except as specifically disclosed in Section 2.12(g) of the Disclosure Schedule, the consummation of the transactions contemplated by this Agreement will not: (i) entitle any Employee to any severance pay, unemployment compensation, retention bonus or similar payment; or (ii) accelerate the time of payment or vesting, or increase the amount of any compensation or benefits due to, or in respect of, any Employee.

(h) Except as specifically disclosed in Section 2.12(h) of the Disclosure Schedule, no Business Benefit Plan provides health, medical or life insurance benefits with respect to current or former Employees beyond their retirement or termination of service other than (i) coverage mandated by Applicable Law, or (ii) benefits the full cost of which is borne by the current or former Employee (or his or her beneficiary).

(i) Each Business Benefit Plan which provides medical, dental, health or long-term disability benefits is fully insured by a third party insurer and claims with respect to

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any participant or covered dependent under such Business Benefit Plan could not result in uninsured liability to the Sellers.

(j) No representations or communications, written or oral, with respect to participation, eligibility for benefits, vesting, benefit accrual, or coverage under the Business Benefit Plans have been made by the Sellers to any participant or beneficiary thereof other than those which are in accordance with the terms and provisions of such Business Benefit Plans.

2.13 Legal Compliance . Each Seller is, with respect to the Business, in compliance, with all Applicable Laws (including rules and regulations thereunder) of any Governmental Entity, currently in effect with respect to the Business, except where the failure to comply therewith would not reasonably be expected to result in a Business Material Adverse Effect. No Seller has received written notice of any pending action, suit, proceeding, hearing, investigation, claim, demand or notice relating to the Business alleging any failure to so comply, except for any that would not reasonably be expected to result in a Business Material Adverse Effect.

2.14 Legal Permits . There are no material Legal Permits that are necessary or required for the ownership or use of the Acquired Assets, other than the Intellectual Property Rights or Technology, or for the operation or conduct of the Business as currently conducted.

2.15 Warranties . Section 2.15 of the Disclosure Schedule sets forth a description of the standard warranties currently offered or still in effect with respect to the Business as of the date of this Agreement (other than warranties under Applicable Law).

2.16 Customers and Suppliers . Section 2.16 of the Disclosure Schedule sets forth a list of (a) the top ten customers (by revenues) of the Business during the last full fiscal year and the amount of revenues accounted for by such customer during each such period and (b) the top ten suppliers (by expenditures) of any significant product or service to the Business during the last full fiscal year. Since October 28, 2006, no Seller has received any written notice that such customer or supplier intends to terminate or materially reduce its business relationship with such Seller as it relates exclusively to the Business (other than a negotiation for a new or renewal of a purchase order).

2.17 Broker . No broker, finder, investment banker or other firm or person is or will be entitled to any broker’s or finder’s fee or any other commission or similar fee in connection with any of the transactions contemplated by this Agreement, except Credit Suisse Securities (USA) LLC, whose fees will be paid by Sellers.

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF THE BUYERS

SCI represents and warrants to each Seller that the statements contained in this Article III are true and correct. The representations and warranties relating to the Irish Newco shall be made as of and be true and correct as of the date Irish Newco becomes a party to this Agreement and on the Closing Date.

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3.1 Organization . Each Buyer is duly organized, validly existing and in good standing under the laws of the jurisdiction in which it was formed and is duly qualified to conduct business under the laws of each jurisdiction where the character of the properties owned, leased or operated by it or the nature of its activities makes such qualification necessary, except for any such failure to be qualified that would not reasonably be expected to result in a Buyer Material Adverse Effect. Each Buyer has all requisite limited liability company or corporate power, as the case may be, and authority to carry on the business in which it is now engaged and to own and use the properties now owned and used by it.

3.2 Authority . Each Buyer has all requisite limited liability company or corporate power, as the case may be, and authority to execute and deliver this Agreement and the Ancillary Agreements to which it will be a party and to perform its obligations hereunder and thereunder. The execution and delivery by each Buyer of this Agreement and such Ancillary Agreements to which it is a party and the consummation by each Buyer of the Acquisition and other transactions contemplated hereby and thereby have been duly and validly authorized by all necessary limited liability company or corporate action, as the case may be on the part of each Buyer. This Agreement has been, and such Ancillary Agreements to which a Buyer is a party will be, validly executed and delivered by each such Buyer and, assuming this Agreement and each such Ancillary Agreement constitute the valid and binding obligation of the Sellers, this Agreement and such Ancillary Agreements to which a Buyer is a party constitute or will constitute a valid and binding obligation of each such Buyer, in each case, enforceable against each such Buyer, in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium or other similar laws relating to or affecting the rights of creditors generally and by equitable principles, including those limiting the availability of specific performance, injunctive relief and other equitable remedies and those providing for equitable defenses.

3.3 Noncontravention . Subject to compliance with the applicable requirements of the Hart-Scott-Rodino Act and applicable foreign antitrust or trade regulation laws, neither the execution and delivery by a Buyer of this Agreement or the Ancillary Agreements to which such Buyer will be a party, nor the consummation by such Buyer of the Acquisition and the other transactions contemplated hereby or thereby, will:

(a) conflict with or violate any provision of the certificate of formation or operating agreement of such Buyer;

(b) require on the part of such Buyer any filing with, or permit, authorization, consent or approval of, any Governmental Entity, except for any filing, permit, authorization, consent or approval which if not obtained or made would not reasonably be expected to result in a Buyer Material Adverse Effect;

(c) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of obligations under, create in any party any right to terminate or modify, or require any notice, consent or waiver under, any contract or agreement to which such Buyer is a party or by which such Buyer is bound, except for (i) any conflict, breach, default, acceleration or right to terminate or modify that would not

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reasonably be expected to result in a Buyer Material Adverse Effect or (ii) any notice, consent or waiver the absence of which would not reasonably be expected to result in a Buyer Material Adverse Effect; or

(d) violate any order, writ, injunction or decree specifically naming, or statute, rule or regulation applicable to, such Buyer or any of its properties or assets, except for any violation that would not reasonably be expected to result in a Buyer Material Adverse Effect.

3.4 Litigation . There are no actions, suits, claims or legal, administrative or arbitratorial proceedings pending against, or, to any Buyer’s knowledge, threatened against, a Buyer which would adversely affect such Buyer’s performance under this Agreement or the consummation of the transactions contemplated by this Agreement.

3.5 Financing . The Buyers have, and at the Closing will have, sufficient sources of financing in order to consummate the transactions contemplated by the Agreement and to fulfill their obligations hereunder, including, without limitation, payment to the Sellers of the Adjusted Purchase Price at the Closing, and the Buyers have provided to Parent evidence thereof. There are no conditions precedent or other contingencies related to the funding of the full amount of the Adjusted Purchase Price or the Irish Purchase Price, as the case may be.

3.6 Solvency . Immediately after giving effect to the transactions contemplated by this Agreement and the closing of any financing to be obtained by each Buyer or any of its Affiliates in order to effect the transactions contemplated by this Agreement, each Buyer shall be able to pay its debts as they become due and shall own property having a fair saleable value greater than the amounts required to pay its debts (including a reasonable estimate of the amount of all contingent liabilities). Immediately after giving effect to the transactions contemplated by this Agreement and the closing of any financing to be obtained by each Buyer or any of its Affiliates in order to effect the transactions contemplated by this Agreement, each Buyer shall have adequate capital to carry on its business. No transfer of property is being made and no obligation is being incurred in connection with the transactions contemplated by this Agreement and the closing of any financing to be obtained by each Buyer or any of its Affiliates in order to effect the transactions contemplated by this Agreement with the intent to hinder, delay or defraud either present or future creditors of any Buyer.

3.7 Due Diligence by the Buyers . The Buyers each acknowledge that it and its representatives have conducted to its satisfaction an independent investigation of the Acquired Assets and Assumed Liabilities and, in making the determination to proceed with the transactions contemplated by this Agreement, the Buyers have each relied solely on the results of its own independent investigation and the representations and warranties of the Sellers set forth in Article II, including the Disclosure Schedule and other Schedules hereto (and any updates thereto), certificates delivered herewith and any Ancillary Agreements. Such representations and warranties constitute the sole and exclusive representations and warranties of the Sellers to the Buyers in connection with the transactions contemplated hereby, and each Buyer acknowledges and agrees that the Sellers are not making any representation or warranty whatsoever, express or implied, beyond those expressly given in this Agreement, including any implied warranty as to merchantability or suitability of the Acquired Assets. Each Buyer further acknowledges and

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agrees that any cost estimates, projections or other predictions that may have been provided to such Buyer or any of its employees, agents or representatives are not representations or warranties of the Sellers or any of their Affiliates.

3.8 Brokers or Finders . No broker, finder, investment banker or other firm or person is or will be entitled to any broker’s or finder’s fee or any other commission or similar fee from any Seller based on any arrangement or agreement made by or on behalf of any Buyer in connection with any of the transactions contemplated by this Agreement.

ARTICLE IV

PRE-CLOSING COVENANTS

4.1 Closing Efforts; Hart-Scott-Rodino Act .

(a) Subject to the terms hereof, including Section 4.1(b ), each of the Parties shall use commercially reasonable efforts to take all actions and to do all things reasonably necessary or advisable to consummate the transactions contemplated by this Agreement, including using commercially reasonable efforts to: (i) obtain all Governmental Consents and Third Party Consents, (ii) effect all Governmental Filings and (iii) otherwise comply in all material respects with all Applicable Laws in connection with the consummation of the transactions contemplated by this Agreement. Each of the Parties shall promptly notify each of the other Parties of any fact, condition or event known to it that would reasonably be expected to prohibit, make unlawful or delay the consummation of the transactions contemplated by this Agreement.

(b) Without limiting the generality of the foregoing, each of the Parties shall (or shall cause the appropriate Affiliate thereof to) (i) within ten (10) Business Days of the date hereof file any Notification and Report Forms and related material that it may be required to file with the Federal Trade Commission and the Antitrust Division of the United States Department of Justice under the Hart-Scott-Rodino Act, (ii) use reasonable commercial efforts to obtain an early termination of the applicable waiting period under the Hart-Scott-Rodino Act, (iii) make any further filings or information submissions pursuant thereto that may be reasonably necessary or advisable and (iv) promptly make any filings or submissions required under any applicable foreign antitrust or trade regulation law. Each of the Parties shall use commercially reasonable efforts to resolve any objections that may be asserted by any Governmental Entity with respect to the transactions contemplated hereby, and, to the extent permitted by Applicable Law, shall cooperate with each other to take all other procedural actions required in order to obtain any necessary Governmental Consents or to cause any applicable waiting periods to commence and expire or be terminated. Notwithstanding the foregoing, none of the Buyers shall be required to consent to the divestiture, license or other disposition or holding separate (through the establishment of a trust or otherwise) of any of its assets or any Acquired Assets nor shall any Seller consent to the same or to any alternation of the practice of the Business or use of the Acquired Assets, and none of the Buyers shall have an obligation