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Exhibit 10.7    
    


 
 

FIRST AMENDMENT TO IP LICENSE AGREEMENT    
    


        This FIRST AMENDMENT TO IP LICENSE AGREEMENT (the  "Amendment") is dated as of July 1, 2002 (the "Amendment
Date"), and is entered into by and between Jazz Semiconductor, Inc., a Delaware corporation formerly known as Specialtysemi, Inc.
("Company"), and Conexant Systems, Inc., a Delaware corporation
("Conexant"). 


RECITALS  


        WHEREAS, Company and Conexant are parties to that certain IP License Agreement dated as of March 12, 2002
(the "Agreement"); and 


        WHEREAS, Company and Conexant wish to amend the Agreement. 


AGREEMENTS  


        NOW THEREFORE, in consideration of the promises and mutual agreements and covenants set forth herein, and
intending to be legally bound hereby, the parties hereto hereby agree as follows: 



        1.    Defined Terms.    Capitalized terms used herein and not otherwise defined shall
have the
meanings given to such terms in the Agreement. 


        2.    Amendment to Exhibit B, Section A,
Paragraph 3.    Exhibit B, Section A, Paragraph 3 of the Agreement is hereby amended by replacing the Paragraph in its entirety
with the following language as Section A, Paragraph 3: 



	3.
	The
sublicensee may not disclose, provide, or otherwise make the Licensed Materials or Design Kits (or any portion thereof) available to any third party (except for any portion of the
Licensed Materials or Design Kits that has become generally available to the public through no fault of the sublicensee, that was provided to the sublicensee by a third party free of any
confidentiality duties or obligations, or that the sublicensee can prove was independently developed by employees or contractors of the sublicensee without reference to the Licensed Materials or
Design Kits, and except that the sublicensee may distribute the Design Kits to Customers and prospective Customers to the same extent, and subject to the same conditions and limitations, as the
Company can distribute the Design Kits to Customers under Section 4). 




        3.    Amendment to Exhibit B, Section B,
Paragraph 4.    Exhibit B, Section B, Paragraph 4 of the Agreement is hereby amended by replacing the Paragraph in its entirety
with the following language as Section B, Paragraph 4: 



	4.
	The
Customer or prospective Customer may not disclose, provide, or otherwise make the Design Kits (or any portion thereof) available to any third party, except for any portion of the
Design Kits that has become generally available to the public through no fault of the Customer or prospective Customer, that was provided to the Customer or prospective Customer by a third party free
of any confidentiality duties or obligations, or that the Customer or prospective Customer can prove was independently developed by employees or contractors of the Customer or prospective Customer
without reference to the Design Kits. 




        4.    Amendment to Exhibit B, Section B.    Exhibit B, Section B
of the Agreement is hereby amended such that wherever "Prospective Customer" appears, the "P" shall be lowercase to reflect the fact that "Prospective Customer" is not a defined term in the Agreement. 


        5.    Effect of Amendment.    Except as and to the extent expressly modified by this
Amendment, the Agreement shall remain in full force and effect in all respects. The terms of this Amendment shall be 


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applied
retroactively, such that the Agreement shall be deemed to have read, as of March 12, 2002, as amended herein. In the event of a conflict between this Amendment and the Agreement, this
Amendment shall govern. 


        6.    Counterparts.    This Amendment may be executed in several counterparts, each
of which
shall constitute an original and all of which, when taken together, shall constitute one agreement. 



        7.    Governing Law.    This Amendment shall be construed in accordance with, and
governed in
all respects by, the internal laws of the State of Delaware (without giving effect to principles of conflicts of laws). 


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        The
parties hereto have caused this Amendment to be executed and delivered as of the date set forth above. 



	 	 	JAZZ SEMICONDUCTOR, INC.,

a Delaware corporation
	

 	
 	

By:	
 	

/s/  MARK S. BECKER      
 Name:  Mark S. Becker

Title:    CFO
	

 	
 	
CONEXANT SYSTEMS, INC.,

a Delaware corporation
	

 	
 	

By:	
 	

/s/  DENNIS O'REILLY      
 Name:  Dennis O'Reilly

Title:    General Counsel and Secretary




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Exhibit 10.7


FIRST AMENDMENT TO IP LICENSE AGREEMENT