QuickLinks
 -- Click here to rapidly navigate through this document
  



 
 

Exhibit 10.51    
    


TECHNOLOGY SUBLICENSE AGREEMENT

Jazz Advanced Technology  


        THIS TECHNOLOGY SUBLICENSE AGREEMENT (this "Agreement"), is made and entered into as of August 30th, 2003 (the "Effective Date"), by Jazz/Hua
Hong, LLC, a limited liability company organized under the laws of the State of Delaware ("Licensor"), and Shanghai Hua Hong NEC Electronics Company, Limited, a company organized under the laws of the
People's Republic of China ("Licensee") and Newport Fab LLC, a Delaware limited liability company d/b/a Jazz Semiconductor ("Jazz"). 


Purpose and Background  


        Licensor has been granted a license from Jazz, to the extent that Jazz has the right to grant such license, of Jazz Technology and Jazz Patent Rights (as defined
below), in order for Licensee to be an option of Jazz's second source of requirements for [...***...] advanced RF CMOS wafers and [...***...] SiGe
BiCMOS wafers that include or embody any of the products listed on Exhibit C attached hereto ("Wafers"), pursuant to the terms and conditions of a
Technology License Agreement between Jazz and Licensor (the "Jazz License Agreement"), which, among other things, contemplates the sublicense of such license by Licensor to Licensee. 


        Licensee
is the other member of Licensor and Licensee has committed to provide Licensor with semiconductor products for sale to Jazz utilizing manufacturing capacity at Licensee's
facility in Shanghai, People's Republic of China. This Agreement provides for the sublicense to Licensee, to the extent that Licensor has the right to grant such license pursuant to the Jazz License
Agreement and subject to and in accordance with the terms and conditions set forth herein and therein, of Jazz Technology (as described in Exhibit A attached hereto) and Jazz Patent Rights (as
described in Exhibit B attached hereto), in order for Licensee to meet Licensor's requirements for Wafers, and for no other purpose. 


Agreement  


        NOW, THEREFORE, in consideration of the foregoing premises, the mutual covenants and agreements contained herein, and other good and valuable consideration, the
receipt, adequacy and sufficiency of which are hereby acknowledge by each of the parties, the parties hereto agree as follows: 


1.    Definitions.    


        1.1    "Agreement"
shall mean this Technology Sublicense Agreement by and between Licensor and Licensee. 


        1.2    "Documentation"
shall mean written material(s) and/or manual(s) provided by Licensor to Licensee and any on-line help files or other on-line
materials regarding or related to the Jazz Technology. 


        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. 





Confidential
treatment has been requested for portions of this document. This copy of the document filed as an Exhibit omits the confidential information subject to the confidentiality request.
Omissions are designated by the symbol [...***...]. A complete version of this document has been filed separately with the Securities and Exchange Commission. 


1





 

        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. 


        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. 


2





 



        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 [...***...] 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. 


        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. 





Confidential
treatment has been requested for portions of this document. This copy of the document filed as an Exhibit omits the confidential information subject to the confidentiality request.
Omissions are designated by the symbol [...***...]. A complete version of this document has been filed separately with the Securities and Exchange Commission. 


3





 

        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 [...***...] after termination or expiration of this Agreement for any reason. Upon
[...***...] 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 [...***...] 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
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. 





Confidential
treatment has been requested for portions of this document. This copy of the document filed as an Exhibit omits the confidential information subject to the confidentiality request.
Omissions are designated by the symbol [...***...]. A complete version of this document has been filed separately with the Securities and Exchange Commission. 


4





 

        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    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 [...***...] notified of claims, suits and actions
by such third party, given all known 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 and/or Jazz may, at its option: [...***...] Neither Jazz nor Licensor shall have any liability for any costs,
loss or damages resulting from, and Licensee agrees to defend and indemnify Licensor and Jazz for: (i) the use of the Jazz Technology hereunder in combination with any other process not
supplied by Licensor or Jazz, (ii) the use of the Jazz Technology hereunder in a manner for which it was expressly restricted, (iii) the willful misconduct of Licensee, or
(iv) any settlement or compromise incurred or made by Licensee without Jazz's prior written consent. [...***...]. 


        4.2    Indemnification by Licensee.    Subject to Section 5.1 (Limitation of
Liability), Licensee shall indemnify, defend and hold harmless Licensor and Jazz and each of their respective affiliates, subsidiaries, partners, principals, officers, directors, employees, agents and
permitted assigns against any costs, loss, damages or liabilities that arise out of or in connection with any breach by Licensee of this Agreement, including any inaccuracy or breach of any
representation, warranty or covenant of Licensee contained herein and any modification or alteration by Licensee (or any third party on behalf of Licensee) of the Jazz Technology (or any part or
element thereof), the Jazz Patent Rights (or any part or element thereof), or any Jazz Confidential Information or Documentation. Licensee, at its own expense, shall defend all suits or actions,
provided Licensee is promptly notified of such suits or actions, given all evidence in Licensor's and Jazz's possession, and given reasonable assistance by Licensor and Jazz in and sole control of
defense thereof and all negotiations for its settlement or compromise. Licensee shall have no liability to Licensor or Jazz for any settlement or compromise incurred or made by Licensor without
Licensee's prior written consent (which consent shall not unreasonably be withheld or delayed). 


        4.3    Notification; Cooperation.    Each party shall promptly notify the other, in writing,
of each infringement claim of which such party becomes aware, and such party shall reasonably cooperate with the other party and make reasonably available to the other all information, including but
not limited to documents and witnesses, reasonably necessary to conduct an adequate and appropriate defense to such infringement claim. 





Confidential
treatment has been requested for portions of this document. This copy of the document filed as an Exhibit omits the confidential information subject to the confidentiality request.
Omissions are designated by the symbol [...***...]. A complete version of this document has been filed separately with the Securities and Exchange Commission. 


5





 

5.    Limitation Of Liability.    


        5.1    No Liability for Special Damages.    NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED
IN THIS AGREEMENT, NEITHER PARTY SHALL, UNDER ANY CIRCUMSTANCES OR UNDER ANY LEGAL THEORY (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE, BREACH OF CONTRACT OR TORTIOUS CONDUCT), BE LIABLE TO THE OTHER
PARTY OR ANY OF ITS AFFILIATES FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECULATIVE, PUNITIVE, EXEMPLARY OR SPECIAL DAMAGES OF ANY NATURE WHATSOEVER, OR FOR ANY DAMAGES ARISING OUT OF OR IN
CONNECTION WITH ANY MALFUNCTIONS, DELAYS, LOSS OF DATA, LOSS OF REVENUE OR PROFITS, INTERRUPTION OF SERVICE OR LOSS OF BUSINESS OR ANTICIPATORY PROFITS, EVEN IF SUCH OTHER PARTY HAS BEEN APPRISED OF
THE LIKELIHOOD OF SUCH DAMAGES OCCURRING. 


6.    Confidentiality.    


        6.1    Confidentiality.    In connection with the transactions contemplated by this Agreement,
Licensee will obtain or have access to Jazz Confidential Information. Jazz Confidential Information may be disclosed by Licensee only to those persons within Licensee and Licensor who "need to know"
such information in order to perform their responsibilities under this Agreement on behalf of Licensee. Licensee will, and will cause each of its employees to: (a) keep in utmost
confidence all Jazz Confidential Information; (b) not use any Jazz Confidential Information for any purpose other than the performance of this Agreement; (c) not disclose any Jazz
Confidential Information to any third party without Licensor's prior written consent; and (d) return all of the Jazz Confidential Information, regardless of form and including, without
limitation, all copies, analyses, derivations and compilations of Jazz Confidential Information to Licensor within [...***...] after the termination of this Agreement for any
reason and provide verification by a senior officer of Licensee that all Jazz Confidential Information has been returned to Licensor. Without limiting the foregoing, Licensee agrees to employ with
regard to such Jazz Confidential Information procedures no less restrictive than the strictest procedures used by Licensee to protect its own confidential information, and in no case less than a
reasonable degree of care under the circumstances. Licensee shall promptly notify Licensor of any known unauthorized use or disclosure of the Jazz Confidential Information, and will cooperate with
Licensor in any litigation brought by Licensor against third parties to protect its proprietary rights. 


        6.2    Equitable Relief.    Licensee agrees that, because the breach or threatened breach of
any of the terms of this Article 6 by Licensee will result in immediate and irreparable injury to Licensor, Licensor shall be entitled to an injunction restraining Licensee from any such breach
to the fullest extent allowed by law without the necessity of posting any bond. Any such right of equitable relief granted to Licensor shall
not be deemed to preclude Licensor from seeking money damages or any other remedy, subject to section 8.1 from Licensee and/or its agents in the event of such a breach. 


        6.3    Confidentiality of Agreement.    The terms and conditions of this Agreement are deemed
to be confidential, and each party will maintain such terms and conditions in strict confidence. The terms of this Agreement may be disclosed only to (i) those persons within Licensor's and
Licensee's respective organizations who "need to know" such information in order to perform their work responsibilities on behalf of their employer; (ii) as required by any court or other
governmental body or agency (including without limitation the Rules and Regulation promulgated by the Securities Exchange Commission), (iii) as otherwise required by law, and (iv) to
legal counsel of the parties, accountants and other professional advisors. 





Confidential
treatment has been requested for portions of this document. This copy of the document filed as an Exhibit omits the confidential information subject to the confidentiality request.
Omissions are designated by the symbol [...***...]. A complete version of this document has been filed separately with the Securities and Exchange Commission. 


6







   
7.    Term and Termination.    


        7.1    Term.    The Term of this Agreement shall commence on the Effective Date and continue
for a period of [...***...] therefrom (the "Initial Term"), unless terminated earlier in accordance with Section 7.2.
Upon expiration of the Initial Term, this Agreement will renew automatically for successive [...***...] unless terminated by either party with
[...***...] written notice prior to the expiration of any such period. At the expiration of the term of the Agreement, both parties agree to reasonably cooperate with each
other to return any materials or equipment required to be so returned. 


        7.2    Termination.    In addition to the provisions of Section 7.1 and the other
provisions pertaining to the effectiveness of this Agreement set forth elsewhere herein, this Agreement may be terminated by either party (i) after the Initial Term with
[...***...] written notice to the other party, (ii) after the material breach of this Agreement by the other party which is not cured within
[...***...] after the non-breaching party provides the breaching party with written notice of such breach, (iii) upon the filing of a petition by the other
party seeking to take advantage of any laws, domestic or foreign, relating to bankruptcy, insolvency, reorganization, winding up or composition for adjustment of debts after
[...***...] written notice to the other party; or (iv) upon the dissolution of Licensee. Upon termination of this Agreement for any reason: (a) except as set
forth herein, Licensee shall have no right to use, manufacture or have manufactured, offer for sale, sell, export or import Wafers or any other product incorporating or manufactured in accordance with
Jazz Technology, Jazz Patent Rights or the Process and shall discontinue use of the Process; (b) Licensee shall immediately cease using and remove all Jazz Technology from the Process at
Licensee's facility; (c) Licensee shall return all of the Jazz Technology, regardless of form and including, without limitation, all copies, analyses, derivations and compilations of Jazz
Technology to Licensor within [...***...] after the termination of this Agreement for any reason and provide written verification by a senior officer of Licensee that all Jazz
Technology has been returned to Licensor and that the Process is no longer in use by Licensee; and (d) at any time and from time to time during the [...***...] following
the termination of this Agreement and upon [...***...] prior written notice, Licensee shall permit Licensor to inspect Licensee's facility to insure compliance with the
obligations of this Agreement. 


        7.3    Breach; Remedy:    Subject to section 8.1 if any party committed a material
breach of its obligations under this Agreement, the non-breaching party shall first give written notice of breach to the breaching party and request the breaching party to correct the
breach within [...***...] from the date of its receipt of the notice unless expressly provided otherwise in this Agreement, including but not limited to Section 6. In
the event that the breaching party failed to correct the breach within the curing period, the non-breaching party shall then be entitled to claim damages from the breaching party. The
remedies under this
Section 7.3 shall be in addition to any other remedies available to the non-breaching party. 


8.    Dispute Resolution.    


        8.1    Arbitration.    Any dispute arising from, out of the implementation of, or in
connection with this Agreement shall be settled through friendly consultation between the parties. In the event that no settlement of the dispute can be reached through consultation within
[...***...] following the date on which a written request for consultation by any party, the dispute shall be submitted by the claimant (the "Claimant") to the Arbitration
Institute of the Stockholm Chamber of Commerce in Stockholm, Sweden and be finally settled by arbitration in accordance with the Rules of the Arbitration Institute of the Stockholm Chamber of Commerce
as in effect on the date of arbitration. 





Confidential
treatment has been requested for portions of this document. This copy of the document filed as an Exhibit omits the confidential information subject to the confidentiality request.
Omissions are designated by the symbol [...***...]. A complete version of this document has been filed separately with the Securities and Exchange Commission. 


7





 

        (a)   The
arbitration tribunal shall consist of three (3) arbitrators. The Claimant and the respondent (the "Respondent") shall select one (1) arbitrator. The
third arbitrator, who shall be chairman of the arbitration tribunal, shall be selected jointly by the Claimant and the Respondent. If the Claimant and the Respondent are unable to agree as to the
selection of the third arbitrator [...***...], then the third arbitrator shall be selected by the Arbitration Institute of the Stockholm Chamber of Commerce. 


        (b)   All
the proceedings in any such arbitration will be conducted in English. 


        (c)   The
arbitration award shall be final and binding upon all parties. The arbitration costs shall be paid according to the award as fixed by the arbitration tribunal. 


        (d)   During
the period when a dispute is being resolved, the parties shall in all other respects continue to exercise their remaining respective rights and fulfill their
respective obligations under this Agreement except for such rights, obligations and other matters which are subject to the arbitration. 




        8.2    Extension of Deadlines.    All deadlines in this Article 8 may be extended by
mutual agreement of the parties. 


        8.3        [...***...] 


9.    Additional Terms.    


        9.1    Governing Law; Language.    This Agreement shall be governed by and construed in
accordance with the internal laws of the State of California, United States of America, without regard for its choice and or conflict of laws provisions and without regard to the United Nations
Convention on Contracts for the International Sale of Goods and is subject to all other applicable governmental laws and regulations, including but not limited to applicable regulations and
requirements of any regulatory agency concerning the export or import of Wafers and the export of Jazz Technology and Jazz Patent Rights from the United States of America. This Agreement has been made
in the English language and all documents and communications (including any arbitration or mediation proceedings and any documents or communications delivered in connection therewith) between the
parties hereto shall be in the English language. Any translations of this Agreement or any documents relating to this Agreement shall be for convenience purposes only and the parties hereto agree that
the English language version of this Agreement and the documents relating hereto shall govern and control for all purposes. 



        9.2    Compliance With Laws.    In exercising its rights and meeting its obligations under
this license, Licensee shall fully comply with the requirements of any and all applicable laws, regulations, rules and orders of any domestic or foreign governmental body having jurisdiction over the
exercise of rights under this license. Licensee further agrees to indemnify and hold Licensor harmless from and against any costs, expenses, attorney's fees, citation, fine, penalty and liability of
any kind which might be imposed by reason of any asserted or established violation of any such laws, order, rules or regulations. 



        9.3    Successors and Assigns.    This Agreement will be binding upon the parties and will
inure to their benefit and the benefit of their permitted successors and assigns. Licensee shall not assign or subcontract this Agreement or any of its interests, rights or obligations hereunder
without the prior written consent of Licensor. 


        9.4    Relationship of the Parties.    Each party hereto is contracting independently with the
other and neither party shall be deemed to be an agent, representative or a partner of the other Licensors as a result of any provision of this Agreement. Neither party shall have the right or
authority to assume or create any
obligation or responsibility, whether express or implied, on behalf of or in the name of the other party or to bind the other party in any manner for any purpose. 


        9.5    Headings and Captions.    The headings and captions used in this Agreement are inserted
for convenience only and shall not affect the construction or interpretation of the respective provisions of this Agreement. 





Confidential
treatment has been requested for portions of this document. This copy of the document filed as an Exhibit omits the confidential information subject to the confidentiality request.
Omissions are designated by the symbol [...***...]. A complete version of this document has been filed separately with the Securities and Exchange Commission. 


8





 

        9.6    Export Controls.    Licensee agrees to comply with all United States' and The People's
Republic of China's (and/or any other appropriate jurisdiction's) export regulations in connection with this Agreement. In this regard, Licensee may not export or re export the Jazz Technology or Jazz
Patent Rights or any portion thereof without the prior written consent of Licensor and without the appropriate United States and foreign government licenses. Neither the Jazz Technology or Jazz Patent
Rights, nor any technical data contained therein or produced thereby, nor any portion thereof may be exported or re-exported (i) into (or to a national or resident of) Cuba, Iran,
Iraq, Libya, North Korea, Sudan, Syria, or any other country to which the United States has embargoed goods; or (ii) to anyone on the United States Treasury Department's list of Specially
Designated Nationals or the U.S. Commerce Department's Table of Deny Orders. Licensee hereby represents and warrants that it is not located in, under the control of, or a national or resident of any
such country or on any such list. Each of Licensor and Licensee further agrees to indemnify and hold harmless the other party and Jazz and their respective officers, directors, shareholders,
employees, agents and representatives against any and all costs, liabilities, damages, losses or expenses (including, without limitation, attorneys' fees) arising from, or relating to any established
knowing or intentional violation by such party of any of the applicable laws and administrative regulations of the United States of America, the People's Republic of China or other foreign
governmental agencies relating to the control of exports of commodities and technical data. This Section shall survive the expiration or termination of this Agreement for any reason. 



        9.7    Interpretation.    Each party, represented by counsel, has cooperated in the drafting
and preparation of this Agreement. Accordingly, this Agreement shall not be construed against any party on the basis that such party was the drafter. 


        9.8    No Modifications.    No modifications, changes or waivers of this Agreement shall be
valid unless made in writing and signed by authorized representatives of both Licensor and Licensee. 



        9.9    No Waiver.    The failure or delay of a party to exercise its rights here under or any
custom or practice of a party in variance with the terms hereof shall not constitute a waiver by the relevant party of the terms of this Agreement and the rights granted to the relevant party herein
are to the right of the relevant party to demand exact compliance with the terms hereof. Waiver by a party of any particular default by the other party shall not constitute a waiver of any subsequent
default of the same or different nature. 


        9.10    Partial Invalidity.    If any provision of this Agreement shall be declared void,
voidable, illegal or unenforceable by any court of competent jurisdiction, administrative body or arbitration panel, such declaration or finding shall not void or cancel the other provisions of this
Agreement which shall remain binding upon the parties. Any provision of this Agreement if found invalid, illegal or unenforceable shall be renegotiated by the parties to accomplish so far as possible
the business purpose of this Agreement. 


        9.11    Entire Agreement.    This Agreement and the Exhibits attached hereto constitutes the
entire and complete agreement of the parties with respect to the subject matter hereof and supersedes any and all prior understandings, promises, representations and agreements, oral or written. The
parties further intend that this Agreement and the Exhibits attached hereto constitute the complete and exclusive statement of its terms and that no extrinsic evidence whatsoever may be introduced in
any judicial or other proceeding, if any, involving this Agreement. Neither party shall be bound by or liable to the other for any representation, promise, or inducement, whether prior to or
concurrent with, made by any agent or person in the other's employ, not embodied in this Agreement or the Exhibits attached hereto. 


        9.12    Exhibits.    Each of the exhibits referred to herein and attached hereto is an
integral part of this Agreement and is incorporated herein by this reference. 


9





 



        9.13    Survival of Certain Provisions.    The obligations set forth in Sections 2.3, 2.5,
2.6, 2.9 and 3.1 and Articles 4, 5, 6, 7, 8 and 9 shall survive and remain in effect beyond any termination or expiration of this Agreement and shall apply to either party's permitted successors and
assigns. 


        9.14    Force Majeure.    Neither party shall be held liable or responsible for delay or
failure to perform any of such party's obligations under this Agreement occasioned by any cause beyond its reasonable control, including but not limited to war, acts of God, acts of terrorism, civil
disturbance, fire, flood,
earthquake, epidemic, quarantine restrictions, unusually severe weather, acts or defaults of common carriers, freight embargoes, strike or other labor trouble, lack of or inability to obtain raw
materials, transportation, labor, fuel or supplies; power outages, governmental laws, acts, regulations, embargoes, or orders (whether or not such later prove to be invalid), or any other cause,
contingency or circumstance within or without the United States not subject to such party's reasonable control (a "Force Majeure Event"). The party
suffering a Force Majeure Event shall [...***...] notify the other party of such Force Majeure Event. A party shall be excused from its performance to the extent caused by such
Force Majeure Event; provided that such party (i) gives notice of the Force Majeure Event to the other party [...***...] after its occurrence, (ii) uses its
reasonable efforts (including executing any disaster plan) to overcome, mitigate and remove the cause of the event preventing or delaying performance, (iii) continues the performance of all its
obligations under this Agreement that are not prevented or delayed and (iv) upon cessation of the Force Majeure Event, [...***...] performs or completes performance of
the obligations which were prevented or delayed. If Licensee's inability to perform continues for [...***...] or more from notification to Licensor of the Force Majeure Event,
Licensor shall have the right to terminate its obligations to Licensee with no further liability under this Agreement upon prompt written notice. 


        9.15    Notices.    Any notices required to be given from one party to the other shall be in
writing and in the English language and shall be deemed to have been properly given and effective on the date of delivery if delivered by hand, telegram, cable, or facsimile provided the delivery is
confirmed in writing and sent by mail. If mailed, by First Class Mail, Registered or Certified if necessary, Return-Receipt, postage pre-paid. One (1) business day after deposit of
a recognized express courier and addressed to the accurate address, including postcode as given below of the addressee or to such address that shall be designed by timely written notice to the other
party as follows: 



	 	 	To Licensor:	 	Jazz/Hua Hong, LLC

4321 Jamboree Road

Newport Beach, CA 92660

Attn: Mr. Shu Li

Fax No.:                                     
	

 	
 	

With copies to:	
 	

Carolyn Follis, Esq.

Jazz Semiconductor

4321 Jamboree Road

Newport Beach, CA 92660

Fax No.:                                     
	

 	
 	

 	
 	

and
	

 	
 	

 	
 	

James B. O'Neal, Esq.

Rutan & Tucker, LLP

611 Anton Blvd., Suite 1400

Costa Mesa, CA 92626-1931

Fax No.: (714) 546-9035







Confidential treatment has been requested for portions of this document. This copy of the document filed as an Exhibit omits the confidential information subject to the
confidentiality request. Omissions are designated by the symbol [...***...]. A complete version of this document has been filed separately with the Securities and Exchange
Commission. 


10





 


	

 	
 	

To Licensee:	
 	

Shanghai Hua Hong NEC Electronics Company, Limited

18F Jiushifuxing Building No. 918

Middle Huaihai Road

Shanghai, People's Republic of China

Attn: Chairman

Fax No.: 86-21-50310510
	

 	
 	

With a copy to:	
 	

Shanghai Hua Hong NEC Electronics Company, Limited

No. 1188, Chuan Qiao Rd,

Pu Dong Shanghai, Peoples Republic of China

Attn: Mr. William Wang

Fax No.:86-21-50310510
	

 	
 	

To Jazz:	
 	

Jazz Semiconductor

4321 Jamboree Road

Newport Beach, CA 92660

Attn: Mr. Shu Li

Fax No.:                                     
	

 	
 	

With copies to:	
 	

Carolyn Follis, Esq.

Jazz Semiconductor

4321 Jamboree Road

Newport Beach, CA 92660

Fax No.:                                     
	

 	
 	

 	
 	

and
	

 	
 	

 	
 	

James B. O'Neal, Esq.

Rutan & Tucker, LLP

611 Anton Blvd., Suite 1400

Costa Mesa, CA 92626-1931

Fax No.: (714) 546-9035





        9.16    Time is of the Essence.    Time is of the essence with respect to this Agreement, as
are the provisions relating to ownership, confidential information and payments. 


        9.17    Further Assurances.    Each party to this Agreement, upon the request of the other
party, agrees to perform all further acts and execute, acknowledge, and deliver any documents that may be reasonably necessary, appropriate, or desirable to carry out the provisions of this Agreement. 



        9.18    Publicity.    Neither party shall make a press release, advertisement, public
statement or disclosure to any third party concerning the existence of this Agreement or its contents without the express written consent of the other party not to be unreasonably withheld or delayed. 


        9.19    Registration.    Upon the request of Licensor, this Agreement shall be registered with
the appropriate governmental authorities in the People's Republic of China. 



        9.20    Counterparts.    This Agreement may be signed in counterparts, which when taken
together, shall constitute one and the same instrument. 


        9.21    Jazz
agrees that it shall be jointly and severally liable for any default in the performance of obligations by Licensor under this Agreement. 


        9.22    Proceedings.    Notwithstanding anything to the contrary set forth herein, each party
to this Agreement may enforce its rights and remedies hereunder against any other party to this agreement without first having to proceed against both other parties or against any one particular
party. 


11





 



        9.23    EFFECTIVENESS    This Contract/Agreement shall become effective upon the effectiveness
of the JOINT VENTURE CONTRACT ON THE ESTABLISHMENT AND OPERATION OF SHANGHAI HUA HONG NEC ELECTRONICS COMPANY, LIMITED Dated August 30, 2003 


[SIGNATURES
CONTAINED ON THE FOLLOWING PAGE] 


12







   
        IN WITNESS WHEREOF, the parties hereby have executed this Agreement as of the last date indicated below to be effective as of the Effective Date by their duly authorized representatives. 



	Jazz/Hua Hong, LLC,

a Delaware limited liability company	 	Shanghai Hua Hong NEC Electronics Company, Limited,

a company organized under the laws of the People's

Republic of China
	

 	

 	
 	

 	

 
	By:	/s/  JEFF R. MCHENRY      
	 	By:	/s/  K. SHIMAKURA      

	

Name:	

Jeff R. McHenry
	
 	

Name:	

K. Shimakura

	Title:	Executive Director of Marketing
	 	Title:	    

	Date:	August 30, 2003
	 	Date:	    

	

 	

 	
 	

 	

 
	Newport Fab LLC, a Delaware limited liability company d/b/a Jazz Semiconductor	 	 	 
	

 	

 	
 	

 	

 
	By:	/s/  SHU LI      
	 	 	 
	Name:	Shu Li
	 	 	 
	Title:	CEO
	 	 	 
	Date:	August 30, 2003
	 	 	 




13







 
 

EXHIBIT "A"
  TO TECHNOLOGY LICENSE AGREEMENT
  DESCRIPTION OF JAZZ TECHNOLOGY    
    


[...***...]






Confidential
treatment has been requested for portions of this document. This copy of the document filed as an Exhibit omits the confidential information subject to the confidentiality request.
Omissions are designated by the symbol [...***...]. A complete version of this document has been filed separately with the Securities and Exchange Commission. 





 
 

EXHIBIT "B"
  TO TECHNOLOGY LICENSE AGREEMENT
  DESCRIPTION OF PATENTS    
    


[...***...] 





Confidential
treatment has been requested for portions of this document. This copy of the document filed as an Exhibit omits the confidential information subject to the confidentiality request.
Omissions are designated by the symbol [...***...]. A complete version of this document has been filed separately with the Securities and Exchange Commission. 





 
 

EXHIBIT "C"
  TO TECHNOLOGY LICENSE AGREEMENT
  WAFERS    
    


[...***...]






Confidential
treatment has been requested for portions of this document. This copy of the document filed as an Exhibit omits the confidential information subject to the confidentiality request.
Omissions are designated by the symbol [...***...]. A complete version of this document has been filed separately with the Securities and Exchange Commission. 






EXHIBIT "B"

TO TECHNOLOGY LICENSE AGREEMENT

DESCRIPTION OF PATENTS  


[...***...]







EXHIBIT "C"

TO TECHNOLOGY LICENSE AGREEMENT

WAFERS  


[...***...]










QuickLinks



Exhibit 10.51



EXHIBIT "A" TO TECHNOLOGY LICENSE AGREEMENT DESCRIPTION OF JAZZ TECHNOLOGY

EXHIBIT "B" TO TECHNOLOGY LICENSE AGREEMENT DESCRIPTION OF PATENTS

EXHIBIT "C" TO TECHNOLOGY LICENSE AGREEMENT WAFERS