exv10w2






Exhibit 10.2




Execution Copy




Intellectual Property License Agreement




     This Intellectual Property License Agreement (this “Agreement”) is made and entered into
this 6 day of October, 2004, by and between MagnaChip Semiconductor, Ltd., a company organized and
existing under the Laws of the Republic of Korea (“Korea”), with offices at 1, Hyangjeong-dong,
Heungduk-gu, Cheongju-si, Chungcheongbuk-do, Korea (“Purchaser”), and Hynix Semiconductor Inc., a
corporation organized under the Laws of Korea, with offices at San 136-1, Ami-Ri, Bubal-Eub,
Ichon-Si. Kyoungki-Do, Korea (“Hynix”). Either Purchaser or Hynix may be referred to herein as a
“Party” or together as the “Parties,” as the case may require.



RECITALS




     WHEREAS, Purchaser and Hynix have entered into a certain Business Transfer Agreement,
dated as of June 12, 2004, as amended (the “Business Transfer Agreement”) pursuant to which
Purchaser will acquire all of the Acquired Assets and assume all of the Assumed Liabilities upon
the terms and conditions set forth in the Business Transfer Agreement;



     WHEREAS, the Parties wish to license to each other certain Intellectual Property in
accordance with the terms and conditions contained in this Agreement; and



     WHEREAS, the execution and delivery of this Agreement is required by the Business
Transfer Agreement and is a condition to closing of the transactions contemplated thereunder.



     NOW, THEREFORE, in consideration of the promises and the mutual covenants and
undertakings contained herein and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the Parties, intending to be legally bound hereby, do
agree as follows:




	1.	 	DEFINITIONS





     Capitalized terms used herein shall have the meanings ascribed to such terms in the
Business Transfer Agreement unless otherwise defined herein or as set forth below.




	 	1.1.	 	“Confidential Information” means (i) all information
and proprietary materials of Hynix which is not
publicly known and is in the possession of, or
disclosed by Hynix to, Purchaser or a representative
of Purchaser and relating to Hynix’s business (after
giving effect to the transactions contemplated by
the Business Transfer Agreement), including but not
limited to Hynix’s Intellectual Property and
proprietary business information and (ii) all
information and proprietary materials of Purchaser
(after giving effect to the transactions
contemplated by the Business Transfer Agreement)
which is not publicly known and is in the possession
of, or disclosed by Purchaser to, Hynix or a
representative of Hynix and relating to Purchaser’s
business, including but not limited to Purchaser’s
Intellectual Property and proprietary business
information.
	 
	 	1.2.	 	“Hynix Licensed Intellectual Property” means any
Intellectual Property (other than Purchaser Licensed
Intellectual Property (as defined below)) of Hynix
and/or




 









 






	 	 	 	any Subsidiaries of Hynix, as such Intellectual Property existed as of the Closing Date;
provided however that Hynix shall have the right to delete, from time to time, from the
definition of Hynix Licensed Intellectual Property, any Patents (as defined below) which
Hynix chooses in its sole discretion to abandon. In the case that Hynix abandons any
Patent(s) as
permitted pursuant to the foregoing sentence, notwithstanding any other provision to the
contrary, the license granted under this Agreement for such Patent shall immediately
terminate.






	 	1.3.	 	“Intellectual Property” means patents, patent
applications, utility models, utility model
applications and industrial design registrations and
applications, together with any continuations,
continuations-in-part or divisional applications
thereof, and all patents issued or issuing thereon
and unfiled invention disclosures (the “Patents”),
as well as other technology, know-how, trade
secrets, processes, formulae, technical information,
designs, data, documentation, drawings, plans,
specifications, formulations, methods, procedures
and reports, and other general and specific
knowledge, experience, techniques and information,
in written or machine-readable form and otherwise
(collectively, the “Know-How”), the mask work
rights/chip layout (regardless of registration)
(“Mask Works”), and software and copyrights
(including without limitation computer programs and
computer program registrations and applications)
(“Copyrights”), but expressly excluding for purposes
of this definition, trademarks, service marks, trade
names, logotypes, slogans, and trade dress
associated therewith and/or product or part
identification codes (“Trademarks”) and applications
for Trademarks.
	 
	 	1.4.	 	“Purchaser ‘022 Patents’” means U.S. Patent No.
5,438,022 and its foreign counterparts that are part
of the Acquired Assets which have been transferred
to Purchaser under the Business Transfer Agreement.
	 
	 	1.5.	 	“Purchaser Licensed Intellectual Property” means
those of the Acquired Assets which are Intellectual
Property, as such Intellectual Property existed as
of the Closing Date; provided however that Purchaser
shall have the right to delete, from time to time,
from the definition of Purchaser Licensed
Intellectual Property, any Patents which Purchaser
chooses in its sole discretion to abandon. In the
case that Purchaser abandons any Patent(s) as
permitted pursuant to the foregoing sentence,
notwithstanding any other provisions to the
contrary, the license granted under this Agreement
for such Patent shall immediately terminate.






	2.	 	LICENSE GRANT TO PURCHASER






	 	2.1.	 	LICENSED INTELLECTUAL PROPERTY






	 	(a)	 	As of the Closing Date and subject to the terms and
conditions of this Agreement, Hynix hereby grants to
Purchaser and its Subsidiaries a perpetual,
worldwide, paid-up, royalty-free, non-exclusive,
non-transferable (except as permitted under Section
7.13 of this Agreement) right and personal license
under and to the Hynix Licensed Intellectual Property
to (i) with respect to the Hynix Licensed
Intellectual Property which are Patents related or
directed to semiconductor products or their method of
manufacture (“Product Patents”), design, develop,
manufacture, have




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	 	 	 	manufactured, make, have made, use, lease, offer for sale, sell, export and
import, package, modify or otherwise dispose of (A) any semiconductor product(s)
other than Memory Products, and/or (B) Memory Products which Purchaser
manufactures for Hynix and/or any Subsidiary(ies) of Hynix, (ii) copy, have
copied, use or have used any other manufacturing technology included in the Hynix
Licensed Intellectual Property to design, develop, manufacture, have
manufactured, make or have made, package or modify (A) any semiconductor
product(s) other than Memory Products, and/or (B) Memory Products which Purchaser
manufactures for Hynix and/or any Subsidiary(ies) of Hynix; and (iii) with
respect to Hynix Licensed Intellectual Property which are not Products Patents or
other manufacturing technology, to copy and use such Hynix Licensed Intellectual
Property, and to create derivative works thereof and copy and use
such derivative works, in the conduct of its business; provided, however, that
with respect to softwares which are Hynix Licensed Intellectual Property, the
license granted hereunder shall be limited to such softwares existing as of the
Closing Date and which are used or have been used in the Business on or prior to
the Closing Date. For the avoidance of doubt and without limiting the foregoing
sentence, the Parties agree that the license granted hereunder shall include the
following softwares: ADMS, IP Web, Legal System and EGGS (Employee/Officer
General Supporting System). In addition, for the avoidance of doubt, and
notwithstanding the foregoing or any other provision to the contrary, Purchaser
shall have the right to create any improvements, developments, enhancements,
modifications, and/or derivative works to the Hynix Licensed Intellectual
Property.
	 
	 	(b)	 	Notwithstanding the foregoing or any other provision
of this Agreement to the contrary, nothing in this
Section 2.1 shall be interpreted to allow Purchaser
or any Subsidiary of Purchaser to, directly or
indirectly, take any action that would violate the
covenant not to compete in Section 6.4 of the
Business Transfer Agreement.






	 	2.2.	 	SOFTWARE
	 
	 	 	 	As of the Closing Date and subject to the terms and conditions of this Agreement,
Hynix hereby agrees to transfer to Purchaser, with respect to each commercial and custom
software application, (a) with respect to the software applications on Schedule 2.2,
that number of software licenses (that is, individual installations or usage rights) as
is listed on Schedule 2.2 and (b) with respect to all other software applications, a
number of software licenses equal to the number used by the Business as of the Closing
Date; provided, however, that the on-going costs and expenses related to such software
applications accrued after the Closing Date will be borne solely by Purchaser.





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	 	2.3.	 	HYNIX REGISTERED USER REQUIREMENTS
	 
	 	 	 	Hynix may, on behalf of both Parties and at its expense, take such action, in its
sole discretion, that it deems necessary or desirable with respect to compliance with
registered user or similar filing requirements of, or to otherwise cause the license
granted by Hynix under this Agreement to be registered with, the appropriate authorities
of the government of any jurisdiction. In addition, Hynix shall, on behalf of both
Parties, take such other requested action with respect to compliance with registered
user or similar filing requirements of, or to otherwise cause the license granted by
Hynix under this Agreement to be registered with, the appropriate authorities of the
government of any jurisdiction upon, the reasonable request of Purchaser and at
Purchaser’s expense.
	 
	 	2.4.	 	HYNIX OBLIGATIONS REGARDING PROSECUTION AND
MAINTENANCE OF PATENTS AND ABANDONMENT
	 
	 	 	 	Hynix shall have no obligation to Purchaser with respect to the prosecution or
injunction of any infringement, violation, misappropriation and/or interference by third
parties with respect to the Hynix Licensed Intellectual Property or any associated
intellectual property rights. For Patents that are abandoned as permitted in Section
1.2, Hynix shall have no further obligation to Purchaser with respect to such Patents
after the abandonment of such Patents.






	3.	 	LICENSE GRANT TO HYNIX






	 	3.1.	 	LICENSE GRANT






	 	(a)	 	As of the Closing Date and subject to the terms and
conditions of this Agreement, Purchaser hereby grants
to Hynix and its Subsidiaries a perpetual, worldwide,
paid-up, royalty-free, non-exclusive,
non-transferable (except as permitted under Section
7.13 of this Agreement) right and personal license
under and to the Purchaser Licensed Intellectual
Property to (i) with respect to the Purchaser
Licensed Intellectual Property which are Product
Patents, design, develop, manufacture, have
manufactured, make, have made, use, lease, offer for
sale, sell, export and import, package, modify or
otherwise dispose of any semiconductor product(s),
(ii) copy, have copied, use or have used any other
manufacturing technology included in the Purchaser
Licensed Intellectual Property to design, develop,
manufacture, have manufactured, make or have made,
package or modify any semiconductor product(s), and
(iii) with respect to Purchaser Licensed Intellectual
Property which are not Product Patents or other
manufacturing technology; to copy and use such
Purchaser Licensed Intellectual Property, and to
create derivative works thereof and copy and use such
derivative works, in the conduct of its business. For
the avoidance of doubt, and notwithstanding the
foregoing or any other provision to the contrary,
Hynix shall have the right to create any
improvements, developments, enhancements,
modifications, and/or derivative works to the
Purchaser Licensed Intellectual Property.
	 
	 	(b)	 	Notwithstanding the foregoing, nothing in this
Agreement shall be interpreted to allow Hynix and/or
any Hynix Subsidiary(ies) to directly or indirectly,
take any action that would violate the covenant not
to compete in Section 6.4 of the Business Transfer
Agreement.




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	 	(c)	 	Purchaser agrees that its and its Subsidiaries’
rights to the Purchaser ‘022 Patents’ will be subject
to all licenses Hynix has granted to third parties
which were in effect as of June 12, 2004. In
addition, in connection with claims against Hynix
with respect to the infringement, violation or
misappropriation of and/or interference with the
intellectual property rights of a third party, Hynix
shall have the right to sub-license to such third
party its rights with respect to the Purchaser ‘022
Patents’ under this Agreement.






	 	3.2.	 	PURCHASER REGISTERED USER REQUIREMENTS
	 
	 	 	 	Purchaser may, on behalf of both Parties and at its expense, take such action, in
its sole discretion, that it deems necessary or desirable with respect to compliance
with registered user or similar filing requirements of, or to otherwise cause the
license granted by Purchaser under this Agreement to be registered with, the appropriate
authorities of the government of any jurisdiction. In addition, Purchaser shall, on
behalf of both Parties, take such other requested action with respect to compliance with
registered user or similar filing requirements of, or to otherwise cause the license
granted by Purchaser under this Agreement to be registered with, the appropriate
authorities of the government of any jurisdiction, upon the reasonable request of Hynix
and at Hynix’s expense.
	 
	 	3.3.	 	PURCHASER OBLIGATIONS REGARDING PROSECUTION AND
MAINTENANCE OF PATENTS
	 
	 	 	 	Purchaser shall have no obligation to Seller with respect to the prosecution or
injunction of any infringement, violation, misappropriation and/or interference by third
parties with respect to the Purchaser Licensed Intellectual Property or any associated
intellectual property rights. For Patents that are abandoned as permitted in Section
1.5, Purchaser shall have no further obligation to Hynix with respect to such Patents
after the abandonment of such Patents.






	4.	 	RIGHT TO SUBLICENSE; NO IMPLIED LICENSES; INTELLECTUAL PROPERTY
RIGHTS NOTICES






	 	4.1.	 	Notwithstanding any provision to the contrary,
subject to Section 6.4 of the Business Transfer
Agreement, each Party shall have the right to
sublicense the license rights granted to it under
this Agreement, for the sole purpose of having, in
the case of Hynix, its Subsidiaries, or its agents
and contractors, exercise its rights hereunder
solely on its behalf to make, manufacture, design,
develop or package any semiconductor products for
Hynix; or in the case of Purchaser, Warrant Issuer’s
Subsidiaries, or its agents and contractors exercise
its rights hereunder solely on its behalf to make,
manufacture, design, develop or package any
semiconductor products (other than Memory Products)
for Purchaser or any




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	 	 	 	Memory Products for Hynix and/or any Subsidiary(ies) of Hynix. Notwithstanding the
forgoing, neither Party shall sublicense the license rights granted to it under this
Agreement to any direct or indirect Subsidiary of Warrant Issuer or Hynix, as the case
may be, which at the time such Subsidiary became a direct or indirect Subsidiary of
Warrant Issuer or Hynix, as the case may be, was actively operating a technology
business (including a semiconductor business). In no event shall Hynix’s Subsidiaries,
or its agents and/or contractors, or the Warrant Issuer’s Subsidiaries, or Purchaser’s
agents and/or contractors, make, manufacture, design, develop or package any products
under this sublicense for, and/or sell any products made under this sublicense to, any
party other than Hynix and/or any Subsidiary of Hynix or Purchaser and/or any
Subsidiary(ies) of the Warrant Issuer, as the case may be.
	 
	 	4.2.	 	NO IMPLIED LICENSE
	 
	 	 	 	Except for the licenses expressly granted in this Agreement, neither Party grants
to the other Party by implication, estoppel or otherwise any license or other right to
any of its Intellectual Property. In addition, neither Party grants any license, release
or other right expressly, by implication, by estoppel or otherwise to any third party.
	 
	 	4.3.	 	INTELLECTUAL PROPERTY RIGHTS NOTICES
	 
	 	 	 	Each Party agrees that, unless otherwise agreed by the Parties in writing, it will
not obfuscate, remove or alter any of the trademarks, trade names, logos, patent, mask
work or copyright notices, confidential or other proprietary legends or notices on or in
the materials to which it is granted a license, and all such markings shall be included
in all copies made by such Party of any portion of the materials to which it is granted
a license hereunder.






	5.	 	CONFIDENTIALITY
	 
	 	 	Each Party shall protect the other’s Confidential Information from unauthorized
dissemination and use with the same degree of care that such Party uses to protect its own
like information, but not less than reasonable care. Neither Party will use the other’s
Confidential Information except as permitted by the licenses hereunder or for purposes other
than those necessary to directly further the purposes of this Agreement. Notwithstanding the
foregoing or any other provision of this Agreement to the contrary, each Party shall only have
the right to sublicense the Intellectual Property to which it is granted a license hereunder,
subject to Section 4.1 and pursuant to the following: (i) with respect to a sublicense to a
Subsidiary, to a Subsidiary which, prior to accessing any of the licensed Intellectual
Property, is legally bound to the terms of an appropriate confidentiality agreement containing
limitations no less restrictive than those set forth in Sections 2.1 and/or 3.1, as
applicable, 4.3 and 5 of this Agreement and otherwise adequately protects the intellectual
property rights of licensor in the
Intellectual Property and who uses the Intellectual Property solely in accordance with the
terms and conditions of this Agreement; and/or (ii) with respect to any third party agent
and/or contractor, to a




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	 	 	third party agent and/or contractor with a need to know who is hired by the party to whom a
license to the applicable Intellectual Property has been granted hereunder, who uses the
applicable Intellectual Property solely for the benefit of the applicable licensee hereunder,
and who, prior to accessing any of the licensed Intellectual Property, has signed an
appropriate confidentiality agreement, which agreement contains provisions no less restrictive
than those set forth in Sections 2.1 and/or 3.1, as applicable, 4.3 and 5 of this Agreement
and otherwise adequately protects the intellectual property rights of licensor in the
Intellectual Property and who uses the Intellectual Property solely in accordance with the
terms and conditions of this Agreement. Except as permitted by the licenses hereunder or as
required by law or order of any governmental authority (provided that such disclosure will be
done under reasonable steps to protect confidentiality, such as a protective order), neither
Party will disclose to any third parties the other’s Confidential Information without the
prior written consent of the other Party. Except as expressly provided in this Agreement, no
ownership or license right is granted in any Confidential Information. The Parties’
obligations of confidentiality under this Agreement shall not be construed to limit either
Party’s right to independently develop or acquire products without use of, or reference to,
the other Party’s Confidential Information. The confidentiality obligations of the Parties
under this Agreement shall terminate with respect to any specific Confidential Information
five (5) years from the date of receipt thereof.
	 
	 	 	Each Party agrees not to disclose the content or nature of this Agreement to any third
party without the prior written consent of the other Party; provided, however, that this
obligation shall not apply to a Party (i) to the extent such Party is required by law or order
of any governmental authority (provided that such Party takes reasonable steps to protect the
confidentiality of such information, such as a protective order) to disclose this Agreement,
but only to the extent necessary to comply with such law or order; (ii) to the extent
necessary for such Party to enforce or exercise its rights under this Agreement, (iii) to the
extent reasonably necessary and on a confidential basis, to its accountants, attorneys,
financial advisers and potential investors in or acquirers of such Party or (iv) with respect
to such Party’s disclosure and public filing of this Agreement (and its terms and conditions)
in connection with a public offering of securities by such Party or its Affiliates.
	 
	6.	 	DISCLAIMERS
	 
	 	 	EXCEPT AS EXPRESSLY PROVIDED IN THE BUSINESS TRANSFER AGREEMENT, THE HYNIX LICENSED
INTELLECTUAL PROPERTY IS PROVIDED “AS IS” WITHOUT ANY REPRESENTATION OR WARRANTY AND HYNIX
MAKES NO, AND EXPRESSLY DISCLAIMS ANY AND ALL OTHER REPRESENTATIONS AND WARRANTIES, WHETHER
EXPRESS OR IMPLIED OR STATUTORY, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS
FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, WITH RESPECT TO THE SUBJECT MATTER OF THIS
AGREEMENT. EXCEPT AS EXPRESSLY PROVIDED IN THE BUSINESS TRANSFER AGREEMENT, THE PURCHASER
LICENSED INTELLECTUAL PROPERTY IS PROVIDED “AS IS” WITHOUT ANY REPRESENTATION OR




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	 	 	WARRANTY AND PURCHASER MAKES NO, AND EXPRESSLY DISCLAIMS ANY AND ALL REPRESENTATIONS AND
WARRANTIES, WHETHER EXPRESS OR IMPLIED OR STATUTORY, INCLUDING ANY IMPLIED WARRANTIES OF
MERCHANTABILITY,
FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, WITH RESPECT TO THE SUBJECT MATTER OF
THIS AGREEMENT.
	 
	7.	 	GENERAL






	 	7.1.	 	TERM AND TERMINATION
	 
	 	 	 	The term of this Agreement shall become effective as of the Closing Date and shall
continue to be effective until terminated by mutual agreement of the Parties, provided
that this Agreement and all licenses hereunder may be earlier terminated by either Party
if the other Party materially breaches any of the terms and conditions of this Agreement
and fails to remedy such breach within 60 days after written notice thereof.
	 
	 	7.2.	 	RELATIONSHIP OF THE PARTIES
	 
	 	 	 	This Agreement does not create a fiduciary or agency relationship between Hynix and
Purchaser, each of which shall be and at all times remain independent companies for all
purposes hereunder. Nothing in this Agreement is intended to make either Party a general
or special agent, joint venturer, partner or employee of the other for any purpose.
	 
	 	7.3.	 	COUNTERPARTS
	 
	 	 	 	This Agreement may be executed in two or more counterparts, all of which shall be
considered one and the same agreement, and shall become effective when one or more
counterparts have been signed by each of the Parties and delivered to the other Party.
	 
	 	7.4.	 	GOVERNING LAW; CONSENT TO JURISDICTION
	 
	 	 	 	This Agreement shall be governed by and construed in accordance with the Laws of
the Korea without giving effect to the rules of conflict of laws of the Korea that would
require application of any other Law. Purchaser and Hynix each consent to and hereby
submit to the non-exclusive jurisdiction of the Seoul Central District Court located in
the Korea in connection with any action, suit or proceeding arising out of or relating
to this Agreement, and each of the Parties irrevocably waives, to the fullest extent
permitted by Law, any objection which it may now or hereafter have to the laying of the
venue of any such proceeding brought in such a court and any claim that any such
proceeding brought in such a court has been brought in an inconvenient forum.





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	 	7.5.	 	ENTIRE AGREEMENT
	 
	 	 	 	This Agreement and the Business Transfer Agreement constitute the entire agreement
between the Parties with respect to the subject matter hereof, and supersede any prior
agreements, understandings or other communications, written or oral, between the Parties
with respect to the subject matter hereof, and there are no agreements, understandings,
representations or warranties between the Parties with respect to the subject matter
hereof other than those set forth herein or the Business Transfer Agreement.
	 
	 	7.6.	 	NO THIRD-PARTY BENEFICIARIES
	 
	 	 	 	Nothing in this Agreement, express or implied, is intended to or shall confer on
any Person other than the Parties and their respective successors or permitted assigns
any rights (including third party beneficiary rights), remedies, obligations or
liabilities under or by reason of this Agreement. This Agreement shall not provide third
parties with any remedy, claim, liability, reimbursement, cause of action or other right
in excess of those existing without reference to the terms of this Agreement.
	 
	 	7.7.	 	INTERPRETATION; ABSENCE OF PRESUMPTION






	 	(a)	 	For the purposes hereof, (i) words in the singular
shall be held to include the plural and vice versa
and words of one gender shall be held to include the
other gender as the context requires, (ii) the terms
“hereof,” “herein,” and “herewith” and words of
similar import shall, unless otherwise stated, be
construed to refer to this Agreement as a whole and
not to any particular provision of this Agreement,
and Article, Section and paragraph references are to
the Articles, Sections and paragraphs to this
Agreement unless otherwise specified, (iii) the word
“including” and words of similar import when used in
this Agreement means “including, without limitation,”
unless the context otherwise requires or unless
otherwise specified, (iv) the word “or” shall not be
exclusive, (v) provisions shall apply, when
appropriate, to successive events and transactions,
and (vi) all references to any period of days shall
be deemed to be to the relevant number of calendar
days.
	 
	 	(b)	 	This Agreement shall be construed without regard to
any presumption or rule requiring construction or
interpretation against the Party drafting or causing
any instrument to be drafted.






	 	7.8.	 	FORCE MAJEURE
	 
	 	 	 	A Party shall not be liable for a failure or delay in the performance of any of its
obligations under this Agreement where such failure or delay is the result of conditions
beyond the control of said Party, such as fire, flood, or other natural disaster, act of
God, war, embargo, riot, labor dispute, or the intervention of any government authority,
providing that the Party failing in or delaying its performance immediately notifies the
other Party of its inability to perform and states the reason for such inability.





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	 	7.9.	 	PUBLICITY
	 
	 	 	 	Neither Party shall, without the approval of the other Party, make any press
release or other public announcement concerning the terms of the transactions
contemplated by this Agreement, except as allowed under Section 5.
	 
	 	7.10.	 	FURTHER ASSURANCES
	 
	 	 	 	Each Party shall cooperate and take such action as may be reasonably requested by
the other Party in order to carry out the provisions and purposes of this Agreement and
the transactions contemplated hereby.
	 
	 	7.11.	 	EXPORT CONTROL
	 
	 	 	 	The Parties shall comply with any and all export regulations and rules now in
effect or as may be issued from time to time by the Office of Export Administration of
the United States
Department of Commerce, Korean governmental authority, or any other governmental
authority which has jurisdiction relating to the export of technology.
	 
	 	7.12.	 	NOTICES
	 
	 	 	 	Any notice, request, demand, waiver, consent, approval or other communication which
is required or permitted to be given to any Party hereunder shall be in writing and
shall be deemed duly given only upon delivery to the Party personally (including by
reputable overnight courier service), when telecopied (with confirmation of transmission
having been received) during normal business hours or three days after being mailed by
registered or certified mail (return receipt requested), with postage and registration
or certification fees thereon prepaid, addressed to the Party at its address set forth
below (or at such other address for a Party as shall be specified by such Party by like
notice):




If to Purchaser:



MagnaChip Semiconductor, Ltd.

Hyangjeong-dong

Heungduk-gu

Cheongju City

Chung Cheong Bok-do

Korea

Fax: +82-43-270-2134

Attention: Dr. Youm Huh




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with a copy to:



Dechert LLP

4000 Bell Atlantic Tower

1717 Arch Street

Philadelphia, PA 19103

Fax: 215-994-2222

Attention: Geraldine A. Sinatra, Esq.



and



Dechert LLP

30 Rockefeller Plaza

New York, NY 10112

Fax: (212) 698-3599

Attention: Sang H. Park, Esq.



If to Hynix:



Hynix Semiconductor Inc.

Hynix Youngdong Bldg 891

Daechi-dong

Kangnam-gu, Seoul 135-738

Korea

Fax: 82-2-3459-3555

Attention: Mr. Dong Soo Chung



with a copy to:



Bae, Kim & Lee

647-15 Yoksam-dong

Kangnam-gu, Seoul 135-738

Korea

Fax: +82 2 3404 0803

Attention: Gun Chul Do, Esq.



with a copy to:



Sullivan & Cromwell LLP

1888 Century Park East

Los Angeles, CA 90067

Fax: (310) 712-8800

Attention: Alison S. Ressler, Esq.




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	 	7.13.	 	ASSIGNMENT
	 
	 	 	 	This Agreement shall be binding upon and inure to the benefit of the Parties and
their respective successors and permitted assigns; provided, however, that no Party may
assign its rights or delegate its obligations under this Agreement (including by
operation of law and provided that a change in control with respect to Hynix or
Purchaser shall be deemed an assignment for purposes of this Agreement) without the
express prior written consent of each other Party, except that (i) Purchaser may assign
its rights hereunder as collateral security to any entity providing financing of
indebtedness for borrowed money to Purchaser and/or any of its Subsidiaries and any such
financial institutions may assign such rights in connection with a sale of Purchaser,
(ii) Hynix and Purchaser each may, upon written notice to the other party (but without
the obligation to obtain the consent of such other party), assign this Agreement or any
of its rights and obligations under this Agreement to any person, entity or organization
that acquires all or substantially all of its assets and liabilities or all or
substantially all of the assets and liabilities of the portion of the Party’s business
to which the subject of this Agreement relates or of a division of such Party as a
result of a change in control (provided that upon any such assignment or change in
control the applicable license granted hereunder shall not extend to the business or
products of the assignee or acquiring entity as conducted as of the date of such
assignment or acquisition), if such person or entity agrees in writing to assume and be
bound by all of the relevant obligations of such party under this Agreement; and (iii)
Purchaser may, upon written notice to Hynix (but without the obligation to obtain the
consent of Hynix), assign this Agreement or any of its rights and obligations under this
Agreement to one or more direct or indirect Subsidiaries of Warrant Issuer, provided
that at the time such Subsidiary became a direct or indirect Subsidiary of Warrant
Issuer it was not actively operating a technology business (including a semiconductor
business).
	 
	 	7.14.	 	HEADINGS; DEFINITIONS
	 
	 	 	 	The section and article headings contained in this Agreement are inserted for
convenience of reference only and will not affect the meaning or interpretation of this
Agreement.
	 
	 	7.15.	 	AMENDMENT
	 
	 	 	 	This Agreement may not be amended, modified, superseded, canceled, renewed or
extended except by a written instrument signed by the Party to be charged therewith.
	 
	 	7.16.	 	WAIVER; EFFECT OF WAIVER
	 
	 	 	 	No provision of this Agreement may be waived except by a written instrument signed
by the Party waiving compliance. No waiver by any Party of any of the requirements
hereof or of any of such Party’s rights hereunder shall release the other Parties from
full performance of their remaining obligations stated herein. No failure to exercise or
delay in exercising on the part of any Party hereto any




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	 	 	 	right, power or privilege of such Party shall operate as a waiver thereof, nor shall any
single or partial exercise of any right, power or privilege preclude any other or
further exercise thereof or the exercise of any other right, power or privilege by such
Party.
	 
	 	7.17.	 	SPECIFIC PERFORMANCE; INJUNCTIVE RELIEF
	 
	 	 	 	The Parties each acknowledge that, in view of the uniqueness of the subject matter
hereof, the Parties would not have an adequate remedy at law for money damages in the
event that this Agreement were not performed in accordance with its terms, and therefore
agree that the Parties shall have the right to a claim for injunctive relief and be
entitled to specific enforcement of the terms hereof in addition to any other remedy to
which the Parties may be entitled at law or in equity.
	 
	 	7.18.	 	SURVIVAL
	 
	 	 	 	The respective rights and obligations of the Parties under Sections 5, 6, 7, and
other Sections which by their nature are intended to extend beyond termination, shall
survive the termination of this Agreement.





[SIGNATURE PAGE TO FOLLOW]




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     IN WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed on their behalf
as of the date first written above.



	 	 	 	 	 	 	 
	 	 	HYNIX SEMICONDUCTOR INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By	 	/s/ [ILLEGIBLE] 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	Title:	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	MAGNACHIP SEMICONDUCTOR, LTD.	 	 
	 
	 	 	 	 	 	 
	 

	 	By	 	/s/ [ILLEGIBLE] 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	Title: