reissues), design rights (whether registered or not and all applications for the foregoing), copyrights, database rights, topography rights, mask work rights, applications to register any of the aforementioned rights, trade secrets, rights in unpatented know-how and show-how, information, data, drawings, concepts, drawings, schematics, specifications, object code and machine-readable copies of any software, source code relating to any software, rights of confidence, rights of authorship, and any other intellectual or industrial property rights of any nature whatsoever in any part of the world and whether arising under the common law, state law, federal law or the laws of any foreign country.

1.5            “ Jazz Confidential Information ” as used herein means information about this Agreement and all its Exhibits and Schedules, any amendment or addenda hereto or thereto, Licensor’s business, assets or operations, including but not limited to Jazz Technology and Intellectual Property Rights, and any other proprietary information supplied to Licensee by Licensor deemed by Licensor to be of value and not commonly known to others within Licensor’s industry. Jazz Confidential Information will not include information which Licensee demonstrates with documentary evidence: (a) was filed with any governmental agency on a non-confidential basis or was known to the public at the time of its disclosure, or becomes known to the public after the disclosure through no action of Licensee; (b) was in Licensee’s possession prior to the time of the disclosure (provided that Licensee did not receive such information from a party that was subject to a confidentiality agreement with Licensor); (c) is subject to a subpoena, summons or other legal process, or (d) was developed by Licensee independent of the disclosure by Licensor.

1.6            “ Jazz Patent Rights ” shall mean those patent rights that Licensor owns or under which it is licensed during the term of this Agreement with respect to the Process identified in Exhibit B attached hereto.

1.7            “ Jazz Technology ” shall mean all proprietary information and know-how provided to Licensee by Licensor, no matter in what form provided and including without limitation information and know-how identified in Confidential Information Transmittal Report(s) (copies of which shall be provided to Licensee), that relate to Licensor’s process(es) for the manufacture of Wafers, Licensor’s specifications for Wafers, Licensor’s performance criteria for Wafers and all other matters relating to Wafers and their manufacture, including, without limitation, information relating to the products and processes identified in Exhibit A attached hereto.

1.8            Licensee ” shall mean Jazz / Hua Hong , LLC, a limited liability company organized under the laws of the State of Delaware.

1.9            “ Licensor ” shall mean Newport Fab LLC, a Delaware limited liability company d/b/a Jazz Semiconductor.

1.10          “ LLC Agreement ” shall mean the Limited Liability Company Agreement of Licensee.

1.11          “ Manufacturer ” shall mean Licensee or any other entity that manufactures and from whom Licensee obtains Wafers for customers.

1.12          “ Manufacturer’s Facility ” shall mean the facility as approved by Licensor in writing at which Wafers are to be manufactured.

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1.13          “ Process ” shall mean Licensor’s process for the manufacture of Wafers as communicated by Licensor to Licensee from time to time during the term of this Agreement.

1.14          “ Wafer Acceptance Criteria ” shall mean those written Wafer specifications, engineering requirements, performance criteria, etc. provided by Licensor to Licensee from time to time during the term of this Agreement.

1.15          “ Wafers ” shall have the meaning given to it in the above Recitals.

2.              License; Limitations and Restrictions .

2.1            License of Jazz Technology to Licensee . Licensor hereby grants to Licensee, subject to compliance by Licensee with the terms and conditions of this Agreement, a non-exclusive, nontransferable, royalty-free license to use the Jazz Technology and Jazz Patent Rights that can be licensed by Licensor (including the Intellectual Property Rights of Licensor therein), for internal business purposes only to manufacture Wafers solely on the behalf of Licensor. With the prior written consent of Licensor, Licensee may grant a non-exclusive or an exclusive, , non-transferable, royalty-free sublicense to a third party to manufacture Wafers at Manufacturer’s Facility. This sublicense shall not be exercised at any facility other than Manufacturer’s Facility, or for the manufacture of Wafers for any other entity other than Licensor. The parties agree that such sublicense shall be exercised to provide for Shanghai Hua Hong NEC Electronics Company, Limited , the other member of Licensee, to be the Manufacturer and that the sublicense shall be exercised only at the facility of Shanghai Hua Hong NEC Electronics Company, Limited located at No. 1188, Chuan Qiao Rd, Pu Dong Shanghai, Peoples Republic of China or other agreed facility. Upon termination of this Agreement, the license and any sublicense granted pursuant to this Agreement shall terminate automatically.

2.2            No Other Licenses or Rights . This license does not authorize any use other than that which is expressly set out herein. No other license or right to sublicense or other right is granted, by implication, estoppel or otherwise to Licensee under any Jazz Technology, Jazz Patent Rights or any Intellectual Property Rights of Licensor and/or Jazz Confidential Information now or hereafter owned or controlled by Licensor except those expressly granted in this Agreement. Licensee agrees and acknowledges that, except as otherwise set forth herein, Licensor reserves to itself all rights in all fields, territories and technologies under or with respect to the Jazz Technology, Jazz Patent Rights and Intellectual Property Rights of Licensor therein.

2.3            No Transfer of Title or Ownership . This license transfers to Licensee neither title nor any Intellectual Property Rights to the Jazz Technology or Jazz Patent Rights (or any part or element thereof), any Documentation (or any part or element thereof), or any copyrights, patents, trade secrets, or trademarks, or other proprietary rights embodied or used in connection therewith, except for the limited rights expressly granted herein. Licensee hereby agrees and acknowledges that Licensor is the sole owner of and shall retain all ownership right, title and interest in and to the Jazz Technology and Jazz Patent Rights (and all Intellectual Property Rights therein). Licensee hereby agrees that Licensee shall not contest or oppose or otherwise participate in or support any challenge, including without limitation a challenge to ownership, validity, scope or enforceability of any Jazz Technology or Jazz Patent Rights (or any Intellectual Property Rights therein), nor shall Licensee participate in or support in any way any reissue, reexamination or reconsideration thereof. Licensee shall sign or cause to be signed all documents necessary to perfect Licensor’s

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ownership rights in Jazz Technology and Jazz Patent Rights, including all Intellectual Property Rights therein, including without limitation all necessary assignments and agreements with its employees, subcontractors or agents.

2.4            License Restrictions . Licensee agrees that it will not itself, or through any parent, subsidiary, affiliate, agent or other third party: (a) manufacture or have manufactured any Wafers for any person or entity other than for Licensor and/or on the behalf of Licensor; (b) sell, lease, rent, assign, transfer, license or sublicense (except as otherwise expressly permitted herein) the Jazz Technology or Documentation; (c) use or manipulate the Jazz Technology or Documentation (or any part or element thereof) in any manner or to any extent not expressly contemplated by this Agreement; (d) provide, disclose, divulge or make available to, or permit use of the Jazz Technology or Documentation (or any part or element thereof) by any third party, except as otherwise permitted in accordance with the terms and conditions hereof; or (e) take any other action in derogation of Licensor’s Intellectual Property Rights.

2.5            Right to Audit . Licensee will keep complete, true and accurate books of account, records of production, engineering documents, etc. for the purpose of showing its compliance with the terms of this Agreement. Such books, records and documents will be kept at Licensee’s principal place of business at all times during the term of this Agreement and for a period of at least two (2) years after termination or expiration of this Agreement for any reason. Upon ten (10) days written notice to Licensee, and no more often than twice per year, Licensor’s designated representative, shall have the right to inspect Licensee’s records relevant to this Agreement during normal business hours solely for the purposes of verifying the compliance by Licensee with the provisions of this Agreement. A final inspection shall occur no later than two (2) years after the termination of this Agreement.

2.6            U.S. Export Control Approvals . Licensee acknowledges and agrees that the effectiveness of this Agreement and grant of such license is expressly conditioned upon Licensor and Licensee obtaining all necessary and advisable approvals from the United States Department of Commerce (Bureau of Industry and Security) and any and all other applicable U.S. and foreign governmental agencies. (collectively, “Export Control Approvals”).

3.              Warranties; Disclaimers .

3.1            Limited Representation of Licensor. Licensor represents and warrants only that, as of the Effective Date, to the actual knowledge of Licensor, the Jazz Technology and Jazz Patent Rights licensed to Licensee hereunder do not infringe any patent, copyright or other proprietary intellectual property right of any third party.

3.2            EXCEPT FOR THE LIMITED REPRESENTATION MADE BY LICENSOR IN SECTION 3.1 ABOVE, THE JAZZ CONFIDENTIAL INFORMATION, THE JAZZ TECHNOLOGY, THE JAZZ PATENT RIGHTS, THE DOCUMENTATION, AND ALL INTELLECTUAL PROPERTY RIGHTS THEREIN AND ALL MATERIALS RELATED THERETO AND THE USE THEREOF AND OF ANY HARDWARE, SOFTWARE OR OTHER DOCUMENTATION DELIVERED HEREUNDER (IN ANY AND ALL FORMS) IS PROVIDED BY LICENSOR AND IS ACCEPTED BY LICENSEE “AS IS” AND “WITH ALL FAULTS.” LICENSOR MAKES NO WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO SAME AND/OR THEIR QUALITY, PERFORMANCE, MERCHANTABILITY,

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NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE. FURTHER, THERE IS NO AFFIRMATION OF FACT, ACCURACY, COMPLETENESS, CAPABILITY OR PERFORMANCE, EXPRESS OR IMPLIED, MADE BY LICENSOR WITH RESPECT TO THE JAZZ CONFIDENTIAL INFORMATION, THE JAZZ TECHNOLOGY, JAZZ PATENT RIGHTS, DOCUMENTATION, THE INTELLECTUAL PROPERTY RIGHTS THEREIN AND ALL MATERIALS RELATED THERETO OR THE USE THEREOF OR OF ANY HARDWARE, SOFTWARE OR OTHER DOCUMENTATION DELIVERED HEREUNDER.

WITHOUT IN ANY WAY LIMITING THE GENERALITY OF THE FOREGOING, LICENSOR DOES NOT WARRANT THAT THE JAZZ TECHNOLOGY IS COMPLETE OR WILL OPERATE UNINTERRUPTED OR THAT IT WILL BE FREE FROM ANY DEFECTS OR ERRORS OR THAT THE JAZZ TECHNOLOGY OR ANY PORTION THEREOF IS DESIGNED TO MEET ANY OF LICENSEE’S TECHNICAL OR BUSINESS REQUIREMENTS. NO EMPLOYEE, AGENT, REPRESENTATIVE OR AFFILIATE OF LICENSOR HAS AUTHORITY AT ANY TIME TO BIND LICENSOR TO ANY ORAL OR WRITTEN REPRESENTATION OR WARRANTY CONCERNING ANY OF THE JAZZ TECHNOLOGY.

4.              Indemnification .

4.1            Subject to Section 5.1 (Limitation of Liability), Licensor hereby agrees to defend, at Licensor’s expense, and indemnify Licensee against damages finally awarded by a court of proper jurisdiction in any intellectual property infringement lawsuit brought by any third party against the products manufactured by or on behalf of Licensee using the Jazz Technology hereunder, only to the extent that such products are sold to Licensor and only to the extent that such infringement action is based on using Jazz Technology hereunder.

Licensor has no obligation under this Section 4.1, unless Licensor is promptly notified of claims, suits and actions by such third party, given all evidence in Licensee’s possession, and given reasonable assistance in, and sole control of, the defense thereof and all negotiations for its settlement or compromise. In the event of such a claim of infringement, Licensor may, at its option: (i) obtain a license for Licensee to continue the use of the Jazz Technology hereunder, or (ii) replace or modify the Process so as to be commercially substantially equal but non-infringing. Licensor shall have no liability for any costs, loss or damages resulting from, and Licensee agrees to defend and indemnify Licensor for: (i) the use of the Jazz Technology hereunder in combination with any other process not supplied by Licensor, (ii) the use of the Jazz Technology hereunder in a manner for which it was expressly restricted, (iii) the willful mis-conducts of Licensee, or (iv) any settlement or compromise incurred or made by Licensee without Licensor’s prior written consent. THIS SECTION 4.1 STATES LICENSOR’S ENTIRE OBLIGATION TO LICENSEE OR ANY OTHER PARTY WITH RESPECT TO ANY CLAIM OF INFRINGEMENT.

4.2            Indemnification by Licensee . Sub