Amendment Number One to the Amended and Restated Wafer Supply Agreement



 Exhibit 10.66 
 CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED
BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE
ACT OF 1934, AS AMENDED. 
 AMENDMENT ONE 
 TO 
 WAFER
SUPPLY AGREEMENT 
 This Amendment Number One (the “Amendment”), effective as of July 20, 2005
(“Amendment Date”), amends the Wafer Supply Agreement effective as of May 23, 2003 (the “Agreement”), by and between Power Integrations, Inc. and ZMD Analog Mixed Signal Services GmbH & CoKG. 
 RECITALS 
 The parties to the Agreement hereby agree to amend the Agreement as follows: 
 AMENDMENT 
 I. On page 1, substitute the following heading for the heading beginning with “This Agreement (“Agreement”) is made and entered into as of
this 23rd day of May, 2003,” and ending with (“POWER INTEGRATIONS”).”: 
 This Agreement
(“Agreement”) is made and entered into as of this 23rd day of May, 2003 (the “Effective Date”), by and between: 
  

	 	(1)	Power Integrations International, Ltd., a Cayman Islands corporation having its principal place of business at P.O. Box 219, Strathvale House, North Church Street,
George Town, Grand Cayman, Cayman Islands (“POWER INTEGRATIONS”); 

  

 Confidential 
 1. 








 II. Add the following new section to Article I (“Definitions”): 
 1.23 [*] TECHNOLOGY: The technology described in all documentation listed in Exhibit D ([*] TECHNOLOGY), including [*] process
technology and analog and digital libraries. 
 III. Add the following new Section 4.6: 
 4.6 POWER INTEGRATIONS will pay SUPPLIER a [*] licensee fee of [*] United States dollars (US $[*] within [*] ([*]) days of the Amendment
Date, for which SUPPLIER hereby grants to POWER INTEGRATIONS a non-exclusive, irrevocable, perpetual, royalty-free, non-transferable, worldwide, right and license, under all INTELLECTUAL PROPERTY RIGHTS to use, modify, reproduce, distribute and
otherwise exploit in any manner all [*] TECHNOLOGY as part of the POWER INTEGRATIONS PROCESS and any modifications thereto. Without any consent of SUPPLIER, POWER INTEGRATIONS may sublicense the foregoing license to POWER INTEGRATIONS’
SUBSIDIARY so long as the sublicense provides for the protection of SUPPLIER’s CONFIDENTIAL INFORMATION on terms not less protective of SUPPLIER’s rights than those set forth in this Agreement. SUPPLIER will promptly disclose in writing
all [*] TECHNOLOGY to POWER INTEGRATIONS upon payment of such [*] license fee. 
 IV. Add the updated Exhibit B (PRICES), attached. 

V. Add the new Exhibit D ([*] TECHNOLOGY), attached. 
  

 Confidential 
 2. 
 CERTAIN CONFIDENTIAL INFORMATION
CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND
FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE
24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. 








 VI. The following changes are only to correct various minor clerical errors and do not change the intent or
the meaning of the agreement. 
 In each instance in the Agreement, change “SUPPLIER’s” to
“SUPPLIER’S”. 
 In Section 1.9 change “POWER INTEGRATIONS, INC.” to “POWER
INTEGRATIONS.” 
 In Section 4.4, after “may sublicense the”, insert “foregoing license for the”.

 In Section 5.1.1, delete “an order” and substitute “a PO”. 
 In Section 5.1.2, after “The output”, insert “of the PILOT PRODUCTION”. 
 In Section 5.2.1 delete “an order” and substitute “a PO”. 
 In Section 11.1 delete “such”. 
 In Section 12.2 (d) delete “or”. 
 In Section 12.2(e)
after “Agreement” delete the period and add “;or”. 
 In Section 12.2 (f) change “a
Disclosing Party” to “the disclosing party”. 
 In the paragraph after Section 12.2(f) change: 

“that Recipient” to “that the receiving party”; 
 “the Recipient must” to “the receiving party must”; and 
 “to such a disclosure” to “to any such disclosure”. 
 In the first line of Section 13.4 change “A first” to “Either”. 
  

 Confidential 
 3. 
 CERTAIN CONFIDENTIAL INFORMATION
CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND
FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE
24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. 








 IN WITNESS WHEREOF, the undersigned parties have caused this Amendment to be executed by
their duly authorized representatives. 
  

									
	ZMD ANALOG MIXED SIGNAL SERVICES GMBH & COKG.	 		 	POWER INTEGRATIONS, INC.
					
	By:	 	 /s/ Konrad Herre
	 		 	By:	 	 /s/ Balu Balakrishnan

	Name:	 	 KONRAD HERRE
	 		 	Name:	 	BALU BALAKRISHNAN
	Title:	 	 GESCHÄFTSFÜHRER 
	 		 	Title:	 	C.E.O. AND PRESIDENT
				
		 		 		 	POWER INTEGRATIONS INTERNATIONAL, LTD.
					
		 		 		 	By:	 	 /s/ John L. Tomlin

		 		 		 	Name:	 	JOHN L. TOMLIN
		 		 		 	Title:	 	PRESIDENT AND DIRECTOR

  

 Confidential 
 4. 
 CERTAIN CONFIDENTIAL INFORMATION
CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND
FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE
24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. 








 Exhibit B 
 Effective as of July 1, 2005 
 PRICES

 [*] DC PROCESS WAFER 
  

					
	 Price:        
	  	[*] layers	  	[*]

 A rebate of [*] dollars ($[*]) shall be
applied to each WAFER purchased by PI until [*] ([*]) WAFERS have been accepted by PI. 
 Delivery times: 
  

					
	 VOLUME PRODUCTION
	  	[*]	  	

 DC PROCESS ENGINEERING WAFER 
  

					
	Price:	  	Std. and non-std. run	  	[*]
			
		  	Hot run	  	[*]
			
		  	Minimum wafer lot size	  	[*]
			
	Delivery times:	  	Standard run	  	[*]
			
		  	Hot run	  	[*]
			
		  	Non-Standard run	  	[*]
	
	MASK TOOLING SET
			
	Price:	  	[*] mask set	  	
			
		  	                ([*][*] masks)	  	
			
		  	                ([*] [*] masks)	  	[*]
			
		  	Individual masks	  	
			
		  	                        [*] mask [*]	  	
			
		  	                        [*] mask [*]	  	
			
		  	Vendors: [*]	  	

 ALL PRICES ABOVE WILL BE NEGOTIATED AND PAID IN US DOLLARS. 
  

 Confidential 
 5. 
 CERTAIN CONFIDENTIAL INFORMATION
CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND
FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE
24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. 








 Exhibit D 
 [*] INCH TECHNOLOGY 
 1. [*] Technology documentation 

  

					
	 Documents:
	  	         Doc. Nr.        
	    	         Date        

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	[*]	  	[*]	    	
	[*]	  	[*]	    	
	[*]	  	[*]	    	

  

 Confidential 
 6. 
 CERTAIN CONFIDENTIAL INFORMATION
CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND
FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE
24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. 








 2. [*] Design Documentation and Digital Library 
  

					
	 [*]
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	 version
	  	TechLib release	 	compatible
AssuraRules release	 	compatible
CellLibs release
	 [*]
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	 [*]
	  	[*]	 	[*]	 	[*]
	 [*]
	  	[*]	 	[*]	 	[*]

  

 Confidential 
 7. 
 CERTAIN CONFIDENTIAL INFORMATION
CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND
FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE
24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. 









			
		  	 (a)    Miscellaneous Development Documents

		
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		  	 (b)    [*] Documents

		
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 Confidential 
 8. 
 CERTAIN CONFIDENTIAL INFORMATION
CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND
FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE
24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. 








 3. [*] Analog Library 
  

											
	 Function
	  	 IR-Cell Name
	  	 Technology
	  	 Preliminary Specification
	  	 Status
	  	 Silicon

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 Confidential 
 9. 
 CERTAIN CONFIDENTIAL INFORMATION
CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND
FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE
24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. 









											
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 Confidential 
 10. 
 CERTAIN CONFIDENTIAL INFORMATION
CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND
FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE
24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.