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Exhibit 10.8    
    




 
 

TRANSFERRED IP LICENSE AGREEMENT    
    


between:



SPECIALTYSEMI, INC.,
  a Delaware corporation; 


NEWPORT FAB, L.L.C.,
  a Delaware limited liability company; 


and 


CONEXANT SYSTEMS, INC.,
  a Delaware corporation 






Dated as of March 12, 2002 






  

    





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. 







 
TRANSFERRED IP LICENSE AGREEMENT



        THIS TRANSFERRED IP LICENSE AGREEMENT (this "Agreement") is entered into as of
March 12, 2002 (the "Effective Date") by and between Conexant Systems, Inc., a Delaware
corporation ("Conexant"); Newport Fab, L.L.C., a Delaware limited liability company
("Jazz"); and Specialtysemi, Inc., a Delaware corporation (the  "Company"). 


RECITALS  


        A.    As
contemplated by the Asset Contribution Agreement by and between Conexant, the Company, and Carlyle Capital Investors, L.L.C. dated February 23, 2002 (the  "Contribution Agreement"), the
Company has been formed to operate a semiconductor wafer fabrication facility currently located in Newport Beach,
California (the "Newport Beach Fab") and to carry out the business of providing semiconductor wafer fabrication and related services to Conexant and
third parties. 


        B.    As
part of the transactions contemplated by the Contribution Agreement, Conexant is assigning to Jazz or the Company certain intellectual property used in the operations
of the Newport Beach Fab. 


        C.    The
Parties desire that Jazz and the Company license back to Conexant the intellectual property being assigned to Jazz and the Company pursuant to the Contribution
Agreement, as set forth in this Agreement. 



        NOW, THEREFORE, the Parties, intending to be legally bound, agree as follows: 


AGREEMENT


1.    DEFINITIONS.    Capitalized terms not expressly
defined elsewhere in this Agreement have the following meanings: 


        1.1   "Affiliate" of an entity means any entity that controls, is controlled
by, or is under common control with the first entity, where control means direct or indirect ownership of fifty percent (50%) or more of the outstanding voting stock or other equity interests
ordinarily having voting rights. 


        1.2   "Conexant Products" means semiconductor devices and products that are or
were (a) designed or developed by or for Conexant or any Conexant Affiliate, or any company (or business unit or division of another company) acquired at any time (whether by acquisition of
assets, acquisition of stock, merger, or otherwise) by Conexant or any Conexant Affiliate, or (b) designed or developed by Rockwell International Corporation (or any company (or business unit
or division of another company) acquired by Rockwell International Corporation or an Affiliate of Rockwell International Corporation (whether by acquisition of assets, acquisition of stock, merger, or
otherwise)) prior to December 31, 1998 (provided that the rights to such semiconductor devices and products have been transferred by Rockwell International Corporation to Conexant). 


        1.3   "Conexant Spin-off means any entity that is a successor of
any portion of the business of Conexant resulting from a spin-off, sale, or divestiture of such business, regardless of whether or not Conexant retains an equity or ownership interest in
such entity. Without limiting the foregoing, the Parties agree and acknowledge that Mindspeed Technologies and Conexant's wireless business (which is referred to within Conexant as "LeaderCo") are, or
upon the date of divestiture will be, Conexant Spin-offs. Notwithstanding the foregoing, a third party that has its own existing business or businesses and that purchases all or
substantially all of the assets of a Conexant business unit, division, or operation, or a majority of the securities of any Conexant Affiliate, will not be considered a Conexant Spin-off. 


        1.4   "Conexant Affiliate" means any entity that at any time during the term of
this Agreement is an Affiliate of Conexant. 


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        1.5   "Intellectual Property Rights" means any and all worldwide
(a) rights associated with works of authorship, including copyrights, moral rights, and mask works; (b) trade secret rights; (c) patents and patent rights; (d) other
proprietary rights in know-how, inventions, ideas, algorithms, formulae, methods, processes, techniques, proprietary information, software, semiconductor devices, and other types of
technology; and (e) all registrations, applications, renewals, extensions, combinations, divisions, or reissues of the foregoing. As used in this Agreement, however, the term "Intellectual
Property Rights" does not include trademark, trade name, or similar rights. 


        1.6   "Licensed Patents" means the Transferred Patents and all continuations,
continuations-in-part, counterparts (U.S. and foreign), divisionals, re-examinations, and reissues of he Transferred Patents. 



        1.7   "Licensed TSMC IP Rights" has the meaning given to such term in  Exhibit A. 


        1.8   "Party" means Conexant, Jazz, or the Company, as the context requires,
and "Parties" means Conexant, Jazz, and the Company collectively. 



        1.9   "Process Technology" has the meaning given to such term in the
Contribution Agreement. 


        1.10 "Specialty Process Technology" means Bipolar, Bi-CMOS, and
SiGe Process Technology. 


        1.11 "TSMC" means Taiwan Semiconductor Manufacturing Corporation. 



        1.12 "TSMC Exclusive Field" means the field of SiGe BiCMOS processing and
manufacture of wafers with circuit geometries of 0.35 micron and 0.18 micron. 


        1.13 "TSMC License Agreement" means the License and Supply Agreement dated
January 10, 2001 between Conexant and TSMC. 


        1.14 "Transferred Know-How" has the meaning given to such term in
the Contribution Agreement. 


        1.15 "Transferred Patents" has the meaning given to such term in the
Contribution Agreement. 


2.     LICENSE GRANTS  


        2.1    License Under Transferred Patents.    Subject to the limitations expressly stated in this Agreement, Jazz
hereby grants to Conexant and Conexant Affiliates that agree in writing to be bound by this Agreement a non-exclusive, worldwide, irrevocable, royalty-free and
fully-paid license under the Licensed Patents to make Conexant Products, to have Conexant Products made for Conexant and Conexant Affiliates by third-party manufacturers, and to import,
use, sell, and offer to sell such Conexant Products. This license is irrevocable and will remain in effect until the expiration of the last Licensed Patent to expire. 


        2.2    License Under Transferred Know-How.    Subject to the limitations expressly stated in this
Agreement, Jazz hereby grants to Conexant and Conexant Affiliates that agree in writing to be bound by this Agreement a non-exclusive, worldwide, perpetual and irrevocable,
royalty-free and fully-paid, license under all of Jazz's Intellectual Property Rights in the Transferred Know-How to use the Transferred Know-How to
develop, improve, make, have made, use, import, export, sell, and offer to sell Conexant Products; to use, reproduce, modify, and create derivative works of the documents, software, and other
copyrighted materials included in the Transferred Know-How in order to develop, improve, make, have made, use, import, export, sell, and offer to sell Conexant Products; and to distribute
such documents, software, and other copyrighted materials to third-party manufacturers in order to enable such third-party manufacturers to make Conexant Products for Conexant or Conexant Affiliates. 


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3.     LIMITATIONS  


        3.1    Process Technology.    In no event may Conexant or any Conexant Affiliate sublicense any Licensed Patent or
Transferred Know-How to any third party for the purpose of enabling such third party to provide semiconductor fabrication services (or similar services) to anyone other than Conexant or
Conexant Affiliates. 


        3.2    Sublicenses and Assignment.    Except as provided below and in Section 10.8, in no event may Conexant,
or any Conexant Affiliate or Conexant Spin-off assign, sublicense, or otherwise transfer any of its rights under the license granted in Section 2 without the express, prior written
consent of Company, which consent may be withheld in the sole discretion of Company. Conexant may grant sublicenses under the licenses granted in Section 2 only: (a) to Conexant
Spin-offs, (b) in connection with the sale of all or any part of any Conexant business, business unit, division, or operation, and/or (c) to third-party manufacturers (but
only for the purpose of having such third-party manufacturers manufacture Conexant Products for Conexant and Conexant Affiliates and provide related services (including testing, assembly, and
packaging services) to Conexant and Conexant Affiliates). Before granting any such sublicense, Conexant will ensure that the sublicensee has signed a binding written agreement containing, at a
minimum, the terms set forth in Exhibit B, and at the Company's request, Conexant will provide a copy of each such sublicense agreement. In no
event may Conexant sublicense rights broader in scope than the rights licensed to Conexant in this Agreement (it being understood that in the case of sublicenses granted to Conexant
Spin-offs or purchasers of a Conexant business, business unit, division, or operation, the term "Conexant Products" will be interpreted as if (i) the name of such Conexant
Spin-off or such purchaser were substituted for "Conexant" in clause (a) of such definition, (ii) clause (b) of such definition will be interpreted to mean any and all
Conexant Products (as originally defined) that are transferred to such Conexant Spin-off or such purchaser in connection with the spin-off or divestiture, and
(iii) references to "Conexant Affiliates" will be interpreted to mean Affiliates of such Conexant Spin-off or such
purchaser). Except as expressly provided in this Section 3.2, Conexant may not grant any sublicenses under the licenses granted in Section 2 (it being understood that implied sublicenses
arising under the "exhaustion" or "first sale" doctrine or similar legal principles are still allowed). 



        3.3    Change in Control; Right of First Refusal.    In the event of a Change in Control (as defined below) of
Conexant or a Conexant Spin-off, the licenses (or sublicenses) granted to Conexant or the Conexant Spin-off (as the case may be) under or pursuant to this Agreement will
continue, subject to the following limitation. In order for the licenses (or sublicenses) to extend to Conexant Products (which term shall be interpreted, in the case of a Conexant
Spin-off, as provided in Section 3.2) manufactured using Specialty Process Technology other than those that were manufactured before, or are being manufactured or are under
development as of, the date of such Change in Control, for a period of two (2) years after such Change in Control the purchaser or surviving entity in such Change in Control must give the
Company a right of first refusal to supply all such products that are manufactured using the Specialty Process Technology licensed (or sublicensed) to Conexant or the Conexant Spin-off. As
used above, "Change in Control" of Conexant or a Conexant Spin-off means the occurrence of any of the following: (i) a sale of assets
representing more than fifty percent (50%) of the net book value or fair market value of Conexant's (or the Conexant Spin-off's) consolidated assets (in a single transaction or in a series
of related transactions) other than to an Affiliate of Conexant (or the Conexant Spin-off); (ii) a merger or consolidation of Conexant or the Conexant Spin-off with a
third party, whether or not Conexant or the Conexant Spin-off is the surviving entity, in which Conexant's or the Conexant Spin-off's stockholders immediately before such
merger or consolidation do not own, directly or indirectly, more than fifty percent (50%) of the outstanding stock of the surviving entity; or (iii) an acquisition, other than in a merger or
consolidation of the type referred to in clause (ii) of this sentence, of beneficial ownership of outstanding voting securities of Conexant or 


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the
Conexant Spin-off representing at least fifty percent (50%) of the combined voting power of Conexant or the Conexant Spin-off, in a single transaction or series of related
transactions. 


        3.4    ImagerCo.    Notwithstanding anything to the contrary contained herein, to the extent that the licenses granted
in Section 2 relate to Process Technology, if Conexant sells or spins off the business currently conducted by the division within Conexant known as "ImagerCo", any sublicense granted to the
purchaser of such business or the Conexant Spin-off that carries on such business must exclude Specialty Process Technology. Conexant further acknowledges and agrees that, notwithstanding
Section 10.8 below, in no event may any assignment have the effect of assigning any rights in or to the Specialty Process Technology to any Conexant Spin-off of ImagerCo, or any
direct or indirect acquiror of all or any part of the assets or securities of any Conexant Spin-off of ImagerCo. 



        3.5    Savings Clause.    Conexant's rights under the licenses granted in Section 2.1 and Section 3.1
are limited, solely with respect to the TSMC Licensed IP Rights and solely within the TSMC Exclusive Field, to the rights reserved by Conexant in section 2.1(b) of the TSMC License Agreement. 


4.     SECOND SOURCES  


        The Company will use reasonable efforts to assist Conexant and Conexant Spin-offs in establishing and qualifying third-party manufacturers as second
sources as Conexant and Conexant Spin-offs may reasonably request from time to time, provided that such efforts do not unduly interfere with the Company's normal business operations. If
the disclosure of Confidential Information to a third-party manufacturer is necessary in the course of establishing and qualifying such third-party manufacturer, the Company will disclose such
Confidential Information to the third-party manufacturer, provided that the third-party manufacturer is bound by confidentiality obligations no less restrictive than those set forth in
Section 6 (it being understood that use of such Confidential Information to manufacture products for Conexant and Conexant Spin-offs and to provide related services (including
testing, assembly, and packaging services) to Conexant and Conexant Spin-offs will be a permitted use). If the Company's personnel are needed to provide on-site training or
assistance to the third-party manufacturer in the course of establishing and qualifying the third-party manufacturer, Conexant will reimburse the Company, at the Company's standard time and materials
rates and in accordance with Conexant's expense reimbursement policies, for the time and out-of-pocket expenses of such Company personnel. 


5.     RESERVATION OF RIGHTS  


        The Company retains all rights (including ownership rights) in the Licensed Patents and Transferred Know-How not expressly licensed to Conexant in
this Agreement. Nothing in this Agreement shall be construed, by implication or otherwise, to transfer to Conexant title to, or any ownership interest in, the Licensed Patents or Transferred
Know-How or any trademarks of the Company. Without limiting the generality of the foregoing, nothing in this Agreement shall be construed to grant Conexant any license under any patent or
patent application owned by the Company that is not a Licensed Patent. 


6.     CONFIDENTIALITY  


        6.1    Confidentiality Obligations.    The Parties acknowledge that any nonpublic information disclosed or provided by
one Party to another Party in connection with this Agreement will be subject to the Confidentiality Agreement between the Parties of even date herewith. 


        6.2    Terms of Agreement.    Neither Party will disclose any terms of this Agreement to anyone other than to an
Affiliate, actual and prospective financing sources, actual and prospective investors, actual and prospective purchasers of all or substantially all of the assets of a Party or any business of such
Party, and its attorneys, accountants, and other professional advisors under a duty of 


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confidentiality
(or, in the case of Conexant, to Conexant Spin-offs), except as required by law or pursuant to a mutually agreeable press release or to a third party under a duty of
confidentiality in connection with a proposed sale of all or part of such Party's business. 


7.     [...***...]  


        7.1    [...***...]    


        7.2    [...***...]    



8.     DISCLAIMERS  


        8.1    General.    THE COMPANY AND JAZZ MAKE NO WARRANTIES IN THIS AGREEMENT WITH RESPECT TO ANY INTELLECTUAL PROPERTY
RIGHTS LICENSED TO CONEXANT IN THIS AGREEMENT, AND DISCLAIM ANY AND ALL EXPRESS OR IMPLIED WARRANTIES (OTHER THAN THE EXPRESS WARRANTIES IN THE CONTRIBUTION AGREEMENT), INCLUDING ANY IMPLIED
WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. 


        8.2    Specific.    Without limiting the generality of Section 8.1, nothing in this Agreement shall be
construed as giving rise to: 



	(a)
	a warranty or representation as to the validity or scope of any Intellectual Property Right licensed to Conexant in this Agreement; or



	(b)
	a warranty or representation that any manufacture, sale or use of any products will not infringe the intellectual property rights of
others; or



	(c)
	an agreement to bring suit against third parties for infringement of any patent; or



	(d)
	an obligation to furnish any technical information or know-how to Conexant (except as expressly provided in
Section 4). 




        8.3    Clarification.    Nothing in this Section 8 will impair any rights or remedies of either Party under the
Contribution Agreement. 


9.     LIMITATION OF LIABILITY  



        9.1    Consequential Damages.    EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT, IN NO EVENT WILL ANY PARTY
BE LIABLE TO ANY OTHER PARTY FOR LOST PROFITS OR FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR EXEMPLARY DAMAGES ARISING FROM THE SUBJECT MATTER OF THIS AGREEMENT, REGARDLESS OF THE TYPE OF
CLAIM AND EVEN IF THAT PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 


        9.2    Liability Limit.    EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, IN NO EVENT WILL ANY PARTY'S AGGREGATE,
CUMULATIVE LIABILITY TO THE OTHER PARTIES ARISING FROM OR RELATING TO THIS AGREEMENT, INCLUDING ANY APPLICABLE PENALTIES, EXCEED [...***...]. THIS LIMITATION ON LIABILITY IS
CUMULATIVE WITH ALL PAYMENTS BEING AGGREGATED TO DETERMINE SATISFACTION OF THE LIMIT. THE EXISTENCE OF ONE OR MORE CLAIMS OR SUITS WILL NOT ENLARGE THE LIMIT. 


        9.3    Exceptions.    SECTIONS 9.1 AND 9.2 WILL NOT APPLY TO ANY BREACH OF SECTION 3.1 OR
SECTION 3.2 OR TO CONEXANT'S OBLIGATIONS UNDER SECTION 7. NOTHING IN THIS SECTION 9 SHALL BE CONSTRUED AS LIMITING EITHER PARTY'S RIGHTS OR REMEDIES UNDER THE CONTRIBUTION
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. 


5





 


10.   GENERAL  


        10.1    Agency.    Under this Agreement (i) each Party will be deemed to be an independent contractor and not
an agent, joint venturer, or representative of the other Parties; (ii) no Party may create any obligations or responsibilities on behalf of or in the name of the other Parties; and
(iii) no Party will hold itself out to be a partner, employee, franchisee, representative, servant, or agent of the other Parties. 


        10.2    Governing Law; Venue and Jurisdiction.    This Agreement will be governed by, subject to, and construed in
accordance with the internal laws of the State of Delaware, as such laws apply to contracts between Delaware residents performed entirely within Delaware. The Parties agree that the United Nations
Convention on Contracts for the International Sale of Goods will not apply to this Agreement. 


        10.3    Dispute Resolution.    The Parties will act in good faith and use commercially reasonable efforts to promptly
resolve any claim, dispute, controversy or disagreement arising out of or relating to or in connection with this Agreement or the breach, termination or validity hereof (each a  "Dispute") between
the Parties under or related to this Agreement or any of the transactions contemplated hereby. 



         (a)   Upon the written request (a "Request") of a Party, the other Party shall commence
good faith
negotiations with the goal of resolving the Dispute on a mutually satisfactory basis. If the Dispute has not been resolved to the satisfaction of the Parties within [...***...]
after the date on which the Request is delivered, the Dispute shall immediately be referred to senior officers of each Party. The senior officers of each Party
(e.g., chief executive officer and/or chief executive
officer of international business) shall meet immediately, and in no case later than [...***...] after the date on which the Request is delivered, for a minimum of
[...***...] with a mutually selected mediator and attempt in good faith to negotiate a resolution of the Dispute. If the Parties are unable to resolve the Dispute within
[...***...] after the date on which the Request is delivered, then any relevant Party may submit the Dispute to arbitration as the exclusive means of resolving it in accordance
with the procedures set forth in this Section 10.3. 


         (b)   Except as otherwise specified in this Section 10.3, any Dispute not resolved through the procedure set forth above shall be finally
settled by arbitration in accordance with the International Rules and Procedures of the American Arbitration Association (the "Arbitration Rules"),
which are deemed to be incorporated by reference herein except as otherwise modified herein. 


         (c)   The arbitration situs shall be Wilmington, Delaware, and the laws of the State of Delaware shall be applied. 


         (d)   In the event of arbitration, there shall be one arbitrator who shall be jointly nominated by the Parties. If the Parties fail to so
nominate the
arbitrator within [...***...] from the date on which the Dispute is submitted to arbitration pursuant to this Section 10.3, at the request of any Party, the arbitrator
shall be appointed in accordance with the Arbitration Rules. 


         (e)   The arbitration hearing shall commence no later than [...***...] following the appointment of the sole arbitrator, and
the final award shall be rendered no later than [...***...] following the close of the hearing. 


         (f)    Consistent with the expedited nature of arbitration, each Party will, upon the written request of the other Party, provide the
other with copies
of documents relevant to the issue raised by any claim or counterclaim. Other discovery may be ordered by the arbitrator to the extent the arbitrator deems additional discovery relevant and
appropriate, and any dispute regarding discovery, relevance or scope thereof, shall be determined by the arbitrator, which determination shall be conclusive. 






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





 

         (g)   By agreeing to arbitration, the Parties do not intend to deprive any court of its jurisdiction to issue a pre-arbitral injunction,
pre-arbitral attachment, injunctive or other equitable relief or an order in aid of arbitration proceedings and the enforcement of any award. Without prejudice to such provisional remedies
in aid of arbitration as may be available under the jurisdiction of a national court, the arbitral tribunal shall have full authority to grant provisional remedies and to award damages for the failure
of any party to respect the arbitral tribunal's orders to that effect. 


         (h)   The award shall be final and binding upon the Parties, and shall be the sole and exclusive remedy between the Parties regarding any
claims,
counterclaims, issues, or accounting presented to the arbitral tribunal in connection with the Dispute. Judgment upon any award may be entered in any court having competent jurisdiction thereof. 



        (i)    The costs of the arbitration shall be borne as determined in accordance with the Arbitration Rules; provided,
however, that to the extent a Party is non-prevailing or unsuccessful on a claim in an arbitration proceeding under this Section 10.3 as determined by the
arbitrator, that Party shall pay the prevailing or successful Party's costs and expenses incurred in connection with the arbitration of that Dispute, including attorneys' fees and arbitration
expenses, whether or not such Dispute is prosecuted to award or judgment. 


         (j)    Subject to the receipt of any applicable governmental approval, any monetary award shall be made and promptly payable in U.S.
dollars, if due in
U.S. dollars, free of any deduction or offset, and the arbitral tribunal shall be authorized in its discretion to grant pre-award and post-award interest at commercial rates.
The arbitral tribunal shall have the authority to award any remedy or relief proposed by the claimants or respondents pursuant to this Agreement, including without limitation, a declaratory judgment,
specific performance of any obligation created under this Agreement or the issuance of an injunction. 


         (k)   Notwithstanding anything to the contrary in this Section 10.3, any Party may seek injunctive relief in any court of competent
jurisdiction
as it deems necessary to protect its Intellectual Property Rights. 




        10.4    Export Laws.    The Company agrees that it will not, in the course of exercising the rights licensed or
sublicensed to it in this Agreement, export or reexport, resell, ship, or divert or cause to be exported or reexported, resold, shipped, or diverted directly or indirectly any software, documentation,
or technical data incorporating any software to any country for which the government (or any agency thereof) of the United States, or any foreign sovereign government with competent jurisdiction
requires an export license or other governmental approval without first obtaining such license or approval. 



        10.5    Bankruptcy.    The Parties acknowledge and agree that this Agreement is a contract under which Conexant and
Conexant Affiliates are licensees of a right to intellectual property as provided in Section 365(n) of Title 11, United States Code. 


        10.6    Amendment; Later Agreement.    This Agreement may not be amended, modified, or supplemented by the Parties in
any manner, except by an instrument in writing signed by both Parties and specifically reciting that it amends this Agreement. No purchase order or acknowledgement will amend this Agreement. All
matters designated herein as subject to agreement of the Parties must be agreed upon in a writing signed by authorized representatives of both Parties for such agreement to be effective. 


        10.7    Notices.    Any notice, consent, approval, or other communication intended to have legal effect to be given
under this Agreement must be in writing and will be delivered (as elected by the Party giving such notice): (i) personally; (ii) by postage prepaid registered or certified airmail,
return receipt requested; (iii) by express courier service; or (iv) by facsimile with a confirmation copy deposited prepaid with an express courier service. Unless otherwise provided
herein, all notices will be 


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deemed
to have been duly given on: (y) the date of receipt (or if delivery is refused, the date of such refusal) if delivered personally, by mail, or by express courier; or (z) one
(1) business day after receipt by telecopy if the telecopy was accompanied by the mailing of the notice via mail or courier service. Each Party may change its address for purposes hereof on not
less than three (3) days' prior notice to the other Party. Notice hereunder will be sent to the following addresses (with a copy to the legal department): 



	If to Conexant, to:	 	If to the Company or Jazz, to:
	

Conexant Systems, Inc.

4311 Jamboree Road

Newport Beach, CA 92660

Attn: General Counsel

Facsimile: (949) 483-9576	
 	

Carlyle Capital Investors, L.L.C.

c/o The Carlyle Group

101 S. Tryon Street, 25th Floor

Charlotte, N.C., 28280

Attn: Claudius E. Watts, IV

Facsimile: (704) 632-0299
	

with a copy to:	
 	

with a copy to:
	

Cooley Godward LLP

4401 Eastgate Mall

San Diego, CA 92121

Attn: Carl R. Sanchez, Esq.

Facsimile: (858) 550-6420	
 	

Latham & Watkins

555 11th Street N.W., Ste 1000

Washington, D.C., 20004-1304

Attn: Raymond B. Grochowski, Esq.

Facsimile: (202) 637-2201






        10.8    Assignment.    Except as otherwise expressly provided in this Agreement, neither Party shall assign or
transfer this Agreement or all or any part of its rights or obligations hereunder, by operation of law or otherwise, without the prior written consent of the other Party. Notwithstanding the
foregoing, but subject to the remainder of this Section 10.8, either Party may assign this Agreement, in whole or in part, without the consent of the other Party: to (i) any of the
assigning Party's Affiliates; (ii) a successor in the event of a merger or acquisition of all or substantially all of the assets of such Party; or (iii) a successor of any portion of the
business of a Party resulting from a divestiture of such business; provided that such assignee shall agree in writing to be bound by the terms and conditions contained herein. In addition to the
foregoing, each Party may assign all of its rights to any person providing financing to such Party as collateral security for such financing, provided that no such assignment shall relieve such Party
from any of its obligations hereunder and such assignee shall agree in writing to be bound by the terms and conditions contained herein. In no event, however, may either Party assign any intellectual
property licenses or rights granted in this Agreement to a bankruptcy trustee or in connection with bankruptcy or insolvency proceedings, and each Party agrees that it will not assign any rights under
this Agreement to its Affiliates, or grant sublicenses to its Affiliates, as part of a sham transaction intended to circumvent the general prohibition on assigning rights or granting sublicenses to
third parties. Any unauthorized assignment or transfer shall be null and void. This Agreement shall be binding upon and inure solely to the benefit of each Party and its successors and permitted
assigns. 


        10.9    Waiver.    If a Party fails to insist on performance of any of the terms and conditions of this Agreement, or
fails to exercise any of its rights or privileges under this Agreement, such failure will not constitute a waiver of such terms, conditions, rights, or privileges. 


        10.10    Severability.    If the application of any provision or provisions of this Agreement to any particular facts
or circumstances is held to be invalid or unenforceable by any court of competent jurisdiction, then: (i) the validity and enforceability of such provision or provisions as applied to any other
particular facts or circumstances and the validity of other provisions of this Agreement will not in 


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any
way be affected or impaired thereby; and (ii) such provision or provisions will be reformed without further action by the Parties and only to the extent necessary to make such provision or
provisions valid and enforceable when applied to such particular facts and circumstances. 



        10.11    Counterparts and Facsimile.    This Agreement may be executed in any number of counterparts, each of which
when so executed and delivered will be deemed an original, and such counterparts together will constitute one and the same instrument. The Parties intend that each Party will receive a duplicate
original of the counterpart copy or copies executed by it. For purposes hereof, a facsimile copy of this Agreement, including the signature pages hereto, will be deemed to be an original. 


        10.12    Rules of Construction.    As used in this Agreement, all terms used in the singular will be deemed to include
the plural, and vice versa, as the context may require. The words "hereof," "herein," and "hereunder" refer to this Agreement as a whole, including the attached exhibits, as the same may from time to
time be amended or supplemented, and not to any subdivision in this Agreement. When used in this Agreement, unless otherwise expressly stated, "including" means "including, without limitation" and
"discretion" means sole discretion. Unless otherwise expressly stated, when a Party's approval or consent is required under this Agreement, such Party may grant or withhold its approval or consent in
its discretion. References to "Section" or "Exhibit" will be to the applicable section or exhibit of this Agreement. Descriptive headings are inserted for convenience only and will not be utilized in
interpreting this Agreement. This Agreement has been negotiated by the Parties and reviewed by their respective counsel and will be fairly interpreted in accordance with its terms and without any
strict construction in favor of or against either Party. For purposes of Sections 10.1 through 10.13, Jazz and the Company will considered one and the same Party. 


        10.13    Entire Agreement.    As to the subject matter hereof: (i) this Agreement, including its exhibits, sets
forth the entire agreement between the Parties; (ii) no promise, inducement, understanding, or agreement not expressly contained herein has been made; and (iii) this Agreement merges and
supersedes any and all previous agreements, understandings, and negotiations between the Parties. The
foregoing shall not be construed to amend or in any way modify the Contribution Agreement or the rights and remedies of the parties thereto. 



        IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date by the undersigned duly authorized representatives
of each Party. 



	CONEXANT SYSTEMS, INC.	 	SPECIALTYSEMI, INC.
	

By:	

/s/  DWIGHT DECKER      
	
 	

By:	

/s/  CLAUDIUS E. WATTS IV      

	

Name:	

Dwight Decker
	
 	

Name:	

Claudius E. Watts IV

	

Title:	

Chief Executive Officer
	
 	

Title:	

President

	

 	

 	
 	
NEWPORT FAB, L.L.C.
	

 	

 	
 	

By:	

/s/  SCOTT SILCOCK      

	

 	

 	
 	

Name:	

Scott Silcock

	

 	

 	
 	

Title:	

Director of Operations





9






   EXHIBIT A  


LICENSED TSMC IP RIGHTS  


        "Licensed TSMC IP Rights" means (a) the Process Patents, (b) all trade secret rights and any other
forms of intellectual property rights and proprietary rights applicable to the TSMC Licensed Process Technology (other than patents, patent applications, and other patent rights and rights in
trademarks and trade names and similar rights), and (c) any Conexant Improvements that are included in the Transferred Patents or the Transferred Know-How. 


        "Process Patents" means (a) the patents and patent applications listed on this  Exhibit A, (b) all patents that issue from the patent applications listed
on this  Exhibit A, and (c) any other patents claiming priority from the issued patents described in clauses
(a) and (b) of this definition but only to the extent the claims of such other patents are the same as the claims
in the issued patents described in clauses (a) and (b) of this definition. 


        "TSMC Licensed Process Technology" means Conexant's inventions and methods for Silicon Germanium BiCMOS, BiCMOS, Bipolar, and CMOS
processing and manufacture of SiGe Chips (except for the inventions and methods claimed in the Process Patents) and the related ideas, information, design kits, and know-how provided or
disclosed to TSMC, or obtained by TSMC's employees or agents while at Conexant's facilities, pursuant to the TSMC License Agreement. 



        "SiGe Chips" means wafers with circuit geometries of 0.35 micron or 0.18 micron manufactured using the Licensed TSMC IP Rights. 


        "Conexant Improvements" means any and all enhancements, modifications, updates, improvements, and successor technologies to the Licensed
TSMC IP Rights (including know how, trade secrets, and maskworks) whether or not patentable or reduced to practice, that are developed by or for Conexant independently of activities under the TSMC
Agreement and have been furnished by Conexant to TSMC pursuant to section 3.5 of the TSMC 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. 


10





 
EXHIBIT B

MINIMUM TERMS  


        A.    When
the sublicensee is a Conexant Spin-off or a purchaser of all or any part of any Conexant business unit, division, or operation: 



	1.
	The
scope of the sublicense is limited to Sublicensee Products, to be defined as "semiconductor devices and products that are or were (a) designed or developed by or for the
sublicensee or any Affiliate (to be defined in substantially the same manner as such term is defined in this Agreement) of the sublicensee, or any company (or business unit or division of another
company) acquired at any time (whether by acquisition of assets, acquisition of stock, merger, or otherwise) by the sublicensee or any Affiliate of the sublicensee, or (b) designed or developed
prior to the date on which the sublicense is granted, or under development as of the date on which the sublicense is granted, by Conexant or Rockwell International Corporation (or any company, or
business unit or division of another company, acquired by Conexant or Rockwell International Corporation or an Affiliate of Conexant or Rockwell International Corporation, whether by acquisition of
assets, acquisition of stock, merger, or otherwise), provided that the rights to such semiconductor devices and products have been transferred by Conexant to the sublicensee)".



	2.
	In
addition to the limitation in paragraph #1, upon a Change in Control (to be defined in substantially the same manner as such term is defined in this Agreement) of the sublicensee,
in order for the sublicenses to extend to Sublicensee Products manufactured using Specialty Process Technology other than those that were manufactured before, or are being manufactured or are under
development as of, the date of such Change in Control, for a period of two (2) years after such Change in Control the purchaser or surviving entity in such Change in Control must give the
Company a right of first refusal to supply all such products that are manufactured using the Specialty Process Technology sublicensed to the sublicensee.



	3.
	The
sublicensee may grant further sublicenses only (a) to its Affiliates, (b) in connection with the sale of all or any part of any of its business units, divisions, or
operations, or (c) to third-party manufacturers (but only for the purpose of having such third-party manufacturers manufacture Sublicensee Products for the sublicensee and Affiliates of the
sublicensee and provide related services (including testing, assembly, and packaging services) to the sublicensee and Affiliates of the sublicensee). Before granting any such sublicense, the
sublicensee must ensure that the sub-sublicensee has signed a binding written agreement containing, at a minimum, the terms set forth in part A of this Exhibit B (in the case
of sublicenses to Affiliates and purchasers of business units, divisions, or operations) or the terms set forth in part B of this Exhibit B (in the case of sublicenses to third-party
manufacturers). At the request of Conexant or the Company, the sublicensee will provide a copy of each such sublicense agreement.



	4.
	The
sublicensee may not disclose, provide, or otherwise make the Transferred Know-How (or any portion thereof that has not become generally available to the public through
no fault of the sublicensee, that was not 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 Transferred Know-How) available to any third party.



	5.
	The
sublicensee must limit access to the Transferred Know-How to those of its employees who have a need to know, who have confidentiality obligations no less restrictive
than those set forth herein, and who have been informed of the confidential nature of Transferred Know-How. 



11





 



	6.
	The
sublicensee must protect the Transferred Know-How from unauthorized use, access, or disclosure in the same manner as it protects its own Confidential Information of a
similar nature, and in no event with less than reasonable care.



	7.
	When
the sublicensee no longer has a valid license to use the Transferred Know-How (or any portion thereof), the sublicensee must return to the Company or destroy (or in
the case of electronic files permanently erase) all software, information, data, documents, and materials included in the Transferred Know-How (or such portion thereof), except that the
sublicensee may retain one archival copy solely for evidentiary purposes. 




        B.    When
the sublicensee is a third party engaged to manufacture products for Conexant, a Conexant Spin-off, or any of their respective Affiliates: 



	1.
	In
no event may the sublicensee use the sublicensed Process Technology to provide semiconductor fabrication services (or similar services) to anyone other than Conexant, Conexant
Spin-offs, or their respective Affiliates.



	2.
	The
sublicensee may use the sublicensed Process Technology only for the purpose of manufacturing Conexant Products for Conexant, Conexant Spin-offs, and their respective
Affiliates and provide related services (including testing, assembly, and packaging services) to Conexant, Conexant Spin-offs, and their respective Affiliates).



	3.
	The
sublicensee may not grant further sublicenses.



	4.
	The
sublicensee may not disclose, provide, or otherwise make the Transferred Know-How (or any portion thereof that has not become generally available to the public through
no fault of the sublicensee, that was not 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 Transferred Know-How) available to any third party.



	5.
	The
sublicensee may not disclose, provide, or otherwise make the Transferred Know-How (or any portion thereof that has not become generally available to the public through
no fault of the sublicensee, that was not 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 Transferred Know-How) available to any third party.



	6.
	The
sublicensee must protect the Transferred Know-How from unauthorized use, access, or disclosure in the same manner as it protects its own Confidential Information of a
similar nature, and in no event with less than reasonable care.



	7.
	When
the sublicensee no longer has a valid license to use the Transferred Know-How (or any portion thereof), the sublicensee must return to the Company or destroy (or in
the case of electronic files permanently erase) all software, information, data, documents, and materials included in the Transferred Know-How (or such portion thereof), except that the
sublicensee may retain one archival copy solely for evidentiary purposes. 



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Exhibit 10.8


TRANSFERRED IP LICENSE AGREEMENT