1.3                                  “Effective Date” shall have the meaning given to it in the introductory paragraph hereof; provided, that the effectiveness of this Agreement is subject to the pertinent terms and conditions hereof.

1.4                                  “Intellectual Property Rights” shall mean any and all right, title and interest in and to any and all patents and all patent applications (including, without limitation, originals, divisions, continuations, continuations-in-part, CPA’s, RCE’s, provisional, extensions or 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 or Jazz deemed by Jazz to be of value and not commonly known to others within Jazz’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 or Jazz); (c) is subject to a subpoena, summons or other legal process, or (d) was developed by Licensee independent of the disclosure by Licensor or Jazz.

1.6                                  “Jazz License Agreement” shall have the meaning given to it in the above Recitals.

1.7                                  “Jazz Patent Rights” shall mean those patent rights under which Licensor is licensed by Jazz pursuant to the Jazz License Agreement during the term of this Agreement.

1.8                                  “Jazz Technology” shall mean all proprietary information and know-how obtained by Licensor from Jazz and 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 Jazz’s process(es) for the manufacture of Wafers, Jazz’s specifications for Wafers, Jazz’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.

1.9                                  “ Licensee” shall mean Shanghai Hua Hong NEC Electronics Company, Limited, a company organized under the laws of the People’s Republic of China.

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1.10                            “Licensee’s Facility” shall mean Licensee’s facility located at No. 1188, Chuan Qiao Rd, Pu Dong Shanghai, Peoples Republic of China or other agreed facility.

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

1.12                            “LLC Agreement” shall mean the Limited Liability Company Agreement of Licensor.

1.13                            “Process” shall mean Jazz’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, an exclusive, nontransferable, royalty-free (except as otherwise provided herein) license, without the right to sublicense to use the Jazz Technology to produce Wafers at a HHNEC manufacturing facility within China exclusively for Licensor; and shall only apply if (1)Licensee is satisfying the capacity requirements of Licensor,;  and (2) Licensee is commercially competitive on on-time delivery quality, and yield of Licensor products purchased under separate agreement between Licensor and Licensee; and, provided, further, that such right of exclusivity shall not apply to any existing contracts, agreements, or commitments between Licensor and any third party entered into prior to the signing hereof, which have been identified to Licensee. If Licensee fails to meet the conditions set forth in this Section regarding the exclusivity, Licensor shall notify the Licensee in writing of such failure and the Licensee, upon receiving such notice, shall have ninety days (90) of grace period to correct such failure. Subject to the foregoing, during the term of this Agreement said right of exclusivity shall mean that Licensor shall not license the Licensed Technology to any third party within China other than Licensee to make and sell, Wafers to Licensor but Licensor shall be free to make and sell and license any third party or parties to make and sell Wafers outside of China. It is also understood that Licensor shall retain the right to use the Licensed Technology to make or sell wafers at Licensor’s facilities without restriction.

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 Jazz and/or Jazz Confidential Information now or hereafter owned or controlled by Jazz except those expressly granted in this Agreement. Licensee agrees and acknowledges that, except as otherwise set forth herein, Licensor, on behalf of Jazz, 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.

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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 Jazz 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 Jazz’s 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 or on the behalf of Licensor or Jazz; (b) sell, lease, rent, assign, transfer, license or sublicense 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, at Licensor’s expense, shall have the right to inspect Licensee’s records relevant to this Agreement only and not business data of Licensee that is irrelevant 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”).

2.7                                  Newly Developed Technology. During the term of this Agreement, the Process may be improved, modified, refined or otherwise altered by Licensee. Such improvements, modifications, refinements or other alterations shall hereinafter be referred to as “ Newly

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Developed Technology ” and may, but need not necessarily, constitute one or more inventions, whether patentable or not. Licensee agrees to promptly disclose any Newly Developed Technology to Licensor. All Newly Developed Technology and all Intellectual Property Rights therein shall be owned by Licensee. Licensee may  make any registrations or filings with respect to any Newly Developed Technology with written notice to Licensor. Licensee hereby grants to Licensor a worldwide, perpetual, non- exclusive, non- transferable, royalty-free license in the Newly Developed Technology and all Intellectual Property Rights therein to make, sell, offer to sell, import and otherwise distribute products that include or incorporate, in whole or in part, the Newly Developed Technology and the Intellectual Property Rights therein .

3.                                        Warranties; Disclaimers .

3.1                                  Limited Representation by Licensor. Licensor warrants only that, as of the Effective Date, to the actual knowledge of Licensor, the Jazz Technology and Jazz Patent Rights licensed to Licensee are owned, developed by Jazz or Licensor, or have been licensed to Jazz or Licensor, and to Licensor’s actual knowledge, does not infringe any intellectual property right of any third party. Licensee’s exclusive remedy and Licensor’s sole obligation for breach of this warranty are set forth in Section 4.1 (Indemnification).

3.2                                  SUBJECT TO APPLICABLE CHINESE LAWS AND REGULATIONS REGARDING TECHNOLOGY TRANSFER, 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, 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.

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4.                                        Indemnification .

4.1                                  Indemnification by Licensor . Subject to Section 5.1 (Limitation of Liability), Licensor and/or Jazz hereby agrees to defend, at Jazz’s and/or 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 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.

Neither Jazz nor Licensor shall have any obligation under this Section 4.1, unless Licensor and Jazz are promptly notified of claims, suits and actions by such third party, given all known evidence in Licensee’s possession, and given reasonable assistance i