EX-10.7



 Exhibit 10.7 

EXECUTION COPY 

TECHNOLOGY JOINT DEVELOPMENT 

AND RIGHTS AGREEMENT 
 This
TECHNOLOGY JOINT DEVELOPMENT AGREEMENT (“Agreement”) is made as of May 27, 2014, (the “Effective Date”) by and between SunEdison, Inc., a Delaware corporation (“SunEdison”), and SunEdison
Semiconductor Limited, a company organized and existing under the laws of Singapore and having its registered office at 80 Robinson Road, #02-00, Singapore 068898 (“SSL”). SunEdison and SSL may be referred to herein individually as
a “Party” and collectively as the “Parties”. 
 WHEREAS, SunEdison has determined that it would be
appropriate, desirable and in the best interests of SunEdison and the shareholders of SunEdison to separate the semiconductor business unit (the “Semiconductor Business”) from SunEdison; 

WHEREAS, SunEdison and SSL have entered into the Separation Agreement, dated as of May 27, 2014 (the “Separation
Agreement”), in connection with the separation of the Semiconductor Business from SunEdison; 
 WHEREAS, the Separation Agreement
also provides for the execution and delivery of certain other agreements, including this Agreement, in order to facilitate and provide for the separation of SSL and its subsidiaries from SunEdison; 

WHEREAS, SunEdison and SSL have entered into the Patent and Technology Cross-License Agreement, dated as of May 27, 2014 (the
“Cross-License Agreement”) and the Patent and Technology License Agreement/(CCz and DCW Technology) dated as of May 27, 2014 (the “CCz and DCW Technology Agreement”), in connection with the separation of the
Semiconductor Business from SunEdison (the Cross-License Agreement and the CCz and DCW Agreement may be referred to herein collectively as the “License Agreements”; 

WHEREAS, the License Agreements provides each Party certain access to use and practice Technology and Patent Rights owned and controlled by
the other Party; 
 WHEREAS, following the separation of the Semiconductor Business from SunEdison under the Separation Agreement, one or
the other Party may share or loan certain of its employees to the other Party for certain periods of time; 
 WHEREAS, following the
separation of the Semiconductor Business from SunEdison under the Separation Agreement, employees of the Parties may be sharing the same work laboratories and/or work locations; 

WHEREAS, following the separation of the Semiconductor Business from SunEdison under the Separation Agreement, the Parties may determine to
jointly undertake specific problem solving or technology development tasks that could potentially benefit both Parties; and 
 WHEREAS, the
Parties desire to institute a baseline written framework for treatment of the ownership of, and rights to, inventions, improvements, data, technology and the like, including associated intellectual property rights, that may arise out of the
circumstances described above. 







 NOW, THEREFORE, for and in consideration of the mutual covenants contained in this Agreement, and
for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, SunEdison and SSL hereby agree as follows: 
  

	1.	Scope of Agreement. 

 1.1 The Parties acknowledge and agree that this
Agreement, to the extent specifically referenced herein and without limitation, will apply to Technology or Patent Rights related to technologies incorporated within the scope of the License Agreements. 

1.2 The Parties acknowledge and agree that this Agreement is not intended to apply, and shall not apply, to any services provided by one Party
to the other Party pursuant to that certain Transition Services Agreement by and between the Parties dated as of even date herewith. 
  

	2.	General Definitions. 

 (a) “CCz” means continuous Czochralski
crystal growth. 
 (b) “DCW” means diamond coated wire. 

(c) “Patent” shall mean an unexpired patent(s) in any country, including all patents that issue on all divisions,
continuations, continuations-in-part, reissues, reexaminations, or extensions, which have not been adjudicated to be invalid or unenforceable in an unappealable or unappealed decision of the applicable patent office or court of competent
jurisdiction. 
 (d) “Patent Rights” means all current and future patent rights to any subject matter claimed in or covered
by a Patent. 
 (e) “SSL Background IP” means all Technology and Patent Rights owned or controlled by SSL prior to the
Effective Date of this Agreement including, without limitation, the patents and patent applications identified in Exhibit A to the Cross-License Agreement. 

(f) “SunEdison Background IP” means all Technology and Patent Rights owned or controlled by SunEdison prior to the Effective
Date of this Agreement including, without limitation, the patents and patent applications identified in Exhibit B to the Cross-License Agreement. 

(g) “Technology” means and includes all discoveries, conceptions, ideas, improvements, enhancements and inventions (whether
or not reduced to practice), data, technologies, technical information, formulae, formulations, compositions, materials, equipment, consumables, feedstock, hot zone design, process recipes, operation procedures, know-how, characterization of
crystal, techniques, methods, processes, software, specifications, equipment systems and designs, equipment and process control systems (including software), apparatus, designs, schematics, drawings and information (whether or not same are
patentable, copyrightable, protectable as a trade secret, or otherwise susceptible to any other form of legal protection). 
  

	3.	Joint Development Programs. 

 3.1 Definitions. 







 (a) “Joint Development Program” means a cooperative effort by SunEdison and SSL
to carry out a specific purpose, or to develop specific products or processes, wherein such purpose or development efforts are the subject of and governed by a Statement of Work. 

(b) “Program Technology” means Technology invented, conceived or reduced to practice in the performance of a Joint
Development Program and SOW by an employee or employees of a single Party, or by at least one employee, agent or contractor of SunEdison and at least one employee, agent or contractor of SSL. No SunEdison Background IP or SSL Background IP shall be
deemed to be Program Technology as a result of use of such background intellectual property in the development of Program Technology. 
 (c)
“Program Patent Rights” means Patent Rights that claim Program Technology. 
 (d) “Statement of Work” or
“SOW” means a written statement of work prepared, agreed upon and signed by each of the Parties that defines, with respect to a specific Joint Development Program, one or more of the following elements: the scope of the Joint
Development Program, deliverables, responsibilities of the Parties, the acceptance criteria applicable to deliverables, the fees and payment schedule pertinent to the Joint Development Program, and any modifications of the terms of this Agreement as
they apply to the Joint Development Program. In the event of a conflict between a signed Statement of Work and the provisions of this Agreement, the Statement of Work shall take precedence as to the Joint Development Program described therein. 

3.2 General. From time to time during the Term, the Parties may conduct one or more Joint Development Programs subject to the terms and
conditions of this Agreement. Each such Joint Development Program shall be the subject of a separate Statement of Work that will reference this Agreement. 

3.3 Statements of Work. 

(a) Detailed plans outlining development schedules, delivery schedules, development cost estimates, allocation and estimates of third party
costs (test laboratories, consultants and the like), specifications, features, intended distribution channels, functional specifications, deliverables, and tasks to be undertaken by the Parties during a Joint Development Program will be set forth in
a SOW. Each SOW may be amended from time to time only upon the mutual written agreement of the Parties. 
 (b) The Parties agree to utilize
commercially reasonable efforts to complete all tasks delegated to them as set forth in a SOW and any amendments thereto. The Parties acknowledge that Joint Development Programs will require intellectual property, personnel and financial resources
to be committed by both Parties. Each SOW will set forth in advance and to fullest extent practical the details on such intellectual property, personnel and financial resources to be committed by both Parties. 

3.4 Joint Development Program Management. 

(a) One (1) designated employee of each Party shall act as overall project managers (which roles are hereinafter referred to as
“Project Managers”) for his/her respective employer for work conducted by the separate Parties under a SOW. Each Party agrees to promptly notify the other Party if, from time to time, the then current Project Manager is replaced by
a newly designated individual. The Project Managers shall be individuals deeply familiar with the goals and the background of the particular Joint Development Program and familiar with the technology related thereto. 







 (b) The duties of the Project Managers include but are not limited to (i) coordination and
scheduling of all tasks between the Parties relating to the SOW; (ii) coordination between the Parties for supervision and management of the tasks undertaken by each Party or its affiliates, respectively; (iii) administration and reporting
of activities under the SOW; (iv) interfacing as a point of contact to the other Party; (v) resolving issues and disputes regarding day-to-day work related tasks among the Parties on a reasonable and appropriate basis; and
(vi) referral to management of those issues which cannot be resolved by the Project Managers. 
 3.5 Progress Reporting. Each
Party shall keep the other Party fully and promptly informed of all progress, events and matters affecting or relating to the other activities under a SOW and shall, without delay, give all relevant information and cooperation reasonably requested
by the other Party, including without limitation, exchange of Program Technology. Such information shall include the furnishing on a timely periodic basis schedules and status reports covering activities such as engineering, research and
development, major procurements, acquisition of tooling, machinery and equipment, and testing. 
 3.6 Program Technology and Program
Patent Rights. 
 (a) The Parties agree that the relevant SOW will designate which Party, either SunEdison or SSL, will be the sole
owner of the Program Technology, Joint Program Technology, Program Patent Rights and Joint Program Patent Rights resulting from the performance of the Joint Development Program associated with such SOW, and that such designation, subject to
Section 3.6(b) below, shall be guided in good faith by those principles and guidelines previously exercised by the Parties in allocating ownership of Patents pursuant to the Separation Agreement. The Parties further agree that, unless
specified otherwise in the relevant SOW and also subject to Section 3.6(b) below, such Program Technology and Program Patent Rights will be deemed to be Licensed SunEdison IP or Licensed SSL IP, respectively, as those terms are defined
and used in the Cross-License Agreement. 
 (b) Notwithstanding any provision of this Agreement or of any SOW to the contrary, the Parties
acknowledge and agree, as set forth in the CCz and DCW Agreement, that (i) SunEdison shall, as between the Parties, be sole owner of any and all Program Technology and resulting Program Patent Rights that are reasonably judged by SunEdison as
necessary or useful to the development, application or use of CCz and DCW technology in any field, and (ii) use of the Program Technology and resulting Program Patent Rights described in clause (i) of this Section 3.6(b) shall
be governed by the CCz and DCW Agreement. 
 3.7 Use of Program Technology and Program Patent Rights. The Parties agree that use of
the Program Technology and Program Patent Rights that result from the performance of the Joint Development Program associated with such SOW by the non-owning Party will be governed by the terms and conditions of the Cross-License Agreement or the
CCz and DCW Agreement, as applicable. 
 3.8 Background Intellectual Property. No right, title or interest in and to any SunEdison
Background IP or SSL Background IP is granted, transferred or assigned by this Agreement, either expressly, by implication or estoppel. 

3.9 Record Keeping. Each Party warrants that it will maintain and enforce policies and procedures consistent with generally accepted
best practices in the industry to ensure that all research conducted by it or on its behalf under a SOW shall be documented in a way that makes clear (i) the identity of each individual involved in planning or executing any particular
experimental protocol or interpreting any particular experimental result and/or the identity of each individual creating any document concerning the research and development; (ii) the date that each particular experimental protocol was
executed; (iii) the date each experimental result was recorded; and (iv) the date that any 







 
document concerning the research was created. Each Party shall maintain all research and development notebook records related to each SOW and this Agreement for at least twenty (20) years,
but neither Party shall be obligated to maintain such records beyond the date of the last to expire of any relevant Patent. Each Party shall be entitled, during normal business hours and upon reasonable written notice, during the Term of this
Agreement, to audit the other Party’s compliance with policies and procedures described above with respect to the documentation of research activity related to a SOW. 

3.10 Disclosure of Inventions. Each Party shall disclose to the other Party via the Program Managers in a timely manner any invention
or discovery conceived or reduced to practice in the course of performing a SOW. Such disclosures by the Parties shall include a reasonably detailed written description of such invention and the information described in Section 3.9
above. 
 3.11 Further Assurances in Respect of Assignments. Each Party, at any time and from time to time upon notice by the other
Party, as promptly and as practicable, shall execute and shall cause its employees and consultants, past or present, to execute, such documents as are necessary and requested to evidence the assignments provided for in this Agreement and any
applicable SOW. 
  

	4.	Unplanned Development. 

 4.1 Definitions: 

(a) “Joint Unplanned Technology” means Technology that is both (i) jointly invented, conceived or reduced to practice by
at least one employee, agent or contractor of SunEdison and at least one employee, agent or contractor of SSL, and (ii) invented, conceived or reduced to practice outside of any Joint Development Program. 

(b) “Joint Unplanned Patent Rights” means Patent Rights that claim Joint Unplanned Technology. 

(c) “Seconded Employee” means an employee of SunEdison or SSL, as the case may be, that is seconded by their employer Party
to the other Party hereto and is specifically designated as such by a reasonable form of written documentation. The Seconded Employee remains employed by its employer Party for the duration of the secondment, and returns to its employer’s
business at the end of the period of secondment. 
 (d) “Seconded Employee Patent Rights” means Patent Rights that claim
Seconded Employee Technology. 
 (e) “Seconded Employee Technology” means Technology that is both (i) invented,
conceived or reduced to practice by a Seconded Employee in the course of their duties as a Seconded Employee, and (ii) invented, conceived or reduced to practice outside of any Joint Development Program. 

4.2 Seconded Employee Technology. From time to time during the Term, a Seconded Employee may create or develop Seconded Employee
Technology. The Parties acknowledge and agree, subject to Section 4.4 below, that any and all such Seconded Employee Technology and any all Seconded Employee Patent Rights thereto and therein shall be exclusively owned by the
non-employer Party (that is, the Party for whom the Seconded Employee is performing duties at the time such Seconded Employee Technology is created or developed). The Parties further acknowledge and agree, also subject to Section 4.4
below, that the rights, if any, of the employer Party to use and practice such Seconded Employee Technology and Seconded Employee Patent Rights will be governed by the License Agreements, as applicable. 







 4.3 Joint Unplanned Technology. From time to time during the Term, employees of each Party
may share workspace, laboratory space and other co-located facilities. The Parties acknowledge that such proximity of employees may result in the creation of Joint Unplanned Technology. The Parties hereby agree, subject to Section 4.4
below, that the ownership of such Joint Unplanned Technology will be governed by the principles of U.S. Patent Law and further acknowledge and agree that use of such Joint Unplanned Technology and resulting Joint Unplanned Patent Rights therein and
thereto will be governed by the License Agreements, as applicable. 
 4.4 CCz and DCW Technology. The Parties acknowledge and agree,
as set forth in the CCz and DCW Agreement, that (i) SunEdison shall, as between the Parties, be sole owner of any and all Seconded Employee Technology, Joint Unplanned Technology, and resulting Seconded Employee Patent Rights and Joint
Unplanned Patent Rights, respectively, that is reasonably judged by SunEdison as necessary or useful to the development, application or use of CCz and DCW technology in any field, and (ii) use of such technology and patent rights described in
clause (i) of this Section 4.4 shall be shall be governed by the CCz and DCW Agreement. 
  

	5.	Confidential Information. 

 Each Party acknowledges that in connection with Joint
Development Programs and the other activities described and contemplated by this Agreement, it may gain access to Confidential Information (as defined in the Separation Agreement) of the other Party and each Party hereby agrees that all such
information shall be subject to the provisions of the Mutual Non-Disclosure Agreement executed by the Parties and in force as of the Effective Date (the “Mutual Non-Disclosure Agreement”). For the avoidance of doubt, the Parties
hereby acknowledge and agree the provisions of Mutual Non-Disclosure Agreement shall survive for a period of ten (10) years following the expiration or termination of this Agreement. 

 

	6.	Term and Termination. 

 6.1 Term. This Agreement shall become effective on
the Effective Date and shall continue for a period of five (5) years, unless earlier terminated by mutual written agreement of the Parties (the “Initial Term”). If prior to the expiration of the Initial Term, the Parties
mutually agree in writing to extend the Initial Term for any period, such extension shall be referred to as the “Extended Term”. The Initial Term and Extended term are collectively referred to as the “Term”. 

6.2 Termination for Breach. In the event of a material breach of this Agreement, the non-breaching Party shall be entitled to terminate
this Agreement by giving the breaching Party and any Lender or Agent of such breaching Party which has been granted a collateral assignment of this Agreement, as applicable, sixty (60) days written notice specifying in reasonable detail the
cause of such breach. If such breach is not cured by the breaching Party or by any Lender or Agent of such breaching Party which has been granted a collateral assignment of this Agreement, as applicable, in each case within such sixty (60) day
notice period, this Agreement will terminate without further action required by the non-breaching Party. A material breach of this Agreement will include the occurrence of any of the following by a Party: (i) such Party makes an assignment for
the benefit of creditors, or is subject to an involuntary or voluntary receivership, insolvency or bankruptcy proceedings; (ii) such Party makes a materially false or misleading statement, representation or claim about a material matter;
(iii) such Party is in breach of any material obligation, representation, warranty or covenant set forth herein (for example, obligations related to the payment of money; and generating, keeping and maintaining records); or
(iv) dissolution or liquidation of such Party. 







 6.3 Survival. All obligations accrued prior to any termination of this Agreement shall
survive such termination. In addition to any terms or provisions hereof that by their express terms are intended to survive termination of this Agreement, the following Sections shall survive termination or expiration of this Agreement:
Section 3.11 (Further Assurances in Respect of Assignments), Section 5 (Confidential Information), Section 6.3 (Survival), and Section 8 (Miscellaneous) (excluding Section 8.9 (Assignability) and Section 8.10 (Change in
Control of SSL)). 
  

	7.	Representations and Warranties. 

 7.1 Organization and Good Standing. Each
Party represents and warrants to the other that it is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its formation, and has all necessary corporate powers to own, use and transfer its
properties and assets, and to carry on its business as now owned and operated. 
 7.2 Adherence to Laws, Regulations, etc. Each Party
represents and warrants to the other that it will adhere to all laws, regulations, orders and ordinances relating to its performance of this Agreement and its development and distribution of products covered hereby. 

7.3 Disclaimer. Except as may be expressly stated in this Agreement, nothing herein shall be construed as: (a) a warranty or
representation by a Party as to the validity or scope of any Patent; (b) a warranty or representation that anything made, used, sold, or otherwise disposed of under any license granted in this Agreement is or will be free from infringement of
Patents of third persons; (c) a requirement that any Party shall file any patent application, secure any Patent or maintain any Patent in force; or (d) an obligation to bring or prosecute actions or suits against third parties for
infringement of any Patent. 
  

	8.	Miscellaneous. 

 8.1 Counterparts; Entire Agreement. 

(a) This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement, and shall become
effective when one or more counterparts have been signed by each Party and delivered to the other Party. 
 (b) This Agreement, the
Separation Agreement, the Cross-License Agreement, CCz and DCW Agreement and any Schedules, Exhibits, and Appendices hereto or thereto contain the entire agreement between the Parties with respect to the subject matter hereof, supersedes all
previous agreements, negotiations, discussions, writings, understandings, commitments and conversations with respect to such subject matter and there are no agreements or understandings between the Parties with respect to such subject matter other
than those set forth or referred to herein and therein. 
 (c) Each Party hereto acknowledges that it and the other Party hereto may execute
this Agreement by facsimile, stamp or mechanical signature. Each Party hereto expressly adopts and confirms each such facsimile, stamp or mechanical signature made in its respective name as if it were a manual signature, agrees that it shall not
assert that any such signature is not adequate to bind such Party to the same extent as if it were signed manually and agrees that at the reasonable request of the other Party hereto at any time it shall as promptly as reasonably practicable cause
this Agreement to be manually executed (any such execution to be as of the date of the initial date thereof). 
 8.2 No Third Party
Beneficiaries. The provisions of this Agreement are enforceable solely by the Parties to the Agreement and their permitted successors and assigns and no other Person shall have 







 
the right, separate and apart from the Parties hereto and their permitted successors and assigns, to enforce any provisions of this Agreement or to compel any Party to this Agreement to comply
with the terms of this Agreement. 
 8.3 No Fiduciary Duties. It is expressly understood and agreed that this Agreement is a purely
commercial transaction between SunEdison and SSL and that nothing stated herein shall operate to create any special or fiduciary duty that either Party or any of its Affiliates shall owe to the other Party or vice versa. 

8.4 Disclaimer of Warranty; Limitation of Liability. 

(a) NEITHER PARTY MAKES ANY (AND EACH PARTY HEREBY DISCLAIMS AND NEGATES ANY AND ALL) REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED,
INCLUDING THE WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO ANY GOODS, SERVICES, RIGHTS AND LICENSES GRANTED OR PROVIDED HEREUNDER. 

(b) EXCEPT AS MAY BE SET FORTH IN THE SEPARATION AGREEMENT, NEITHER SSL OR ANY MEMBER OF THE SSL GROUP, ON THE ONE HAND, NOR SUNEDISON OR ANY
MEMBER OF THE SUNEDISON GROUP, ON THE OTHER HAND, SHALL BE LIABLE UNDER THIS AGREEMENT TO THE OTHER FOR ANY LOST PROFITS, LOST BUSINESS OPPORTUNITIES, OR ANY SPECIAL, CONSEQUENTIAL, INDIRECT, PUNITIVE, EXEMPLARY, REMOTE, SPECULATIVE OR SIMILAR
DAMAGES IN EXCESS OF COMPENSATORY DAMAGES OF THE OTHER ARISING IN CONNECTION WITH THE EXERCISE OF ANY RIGHT OR LICENSE GRANTED UNDER THIS AGREEMENT. 

8.5 Further Assurances. In connection with this Agreement, each Party agrees to execute and deliver such additional documents and
instruments as may be required for a Party to exercise, acquire or maintain the rights and license granted hereunder and to perform such other additional acts as may be necessary or appropriate to effectuate, carry out, and perform all of the terms
and provisions of this Agreement. SSL covenants and agrees to cause the other members of the SSL Group to comply with all applicable terms and conditions set forth in this Agreement and acknowledges it shall be liable for any breach of the terms of
this Agreement caused by any member of the SSL Group. SunEdison covenants and agrees to cause the other members of the SunEdison Group to comply with all applicable terms and conditions set forth in this Agreement and acknowledges it shall be liable
for any breach of the terms of this Agreement caused by any member of the SunEdison Group. 
 8.6 Notices. All notices, requests,
claims, demands or other communications under this Agreement shall be in writing and shall be given or made (and shall be deemed to have been duly given or made upon receipt) by delivery in person, by overnight courier service, by facsimile or
electronic transmission with receipt confirmed (followed by delivery of an original via overnight courier service), or by registered or certified mail (postage prepaid, return receipt requested) to the respective Parties at the following addresses
(or (i) with respect to an Agent or Lender, at the address listed in the notice described in Section 8.9 or (ii) at such other address for a Party as shall be specified in a notice given in accordance with this
Section 8.6): 
  

			
	 If to SunEdison, to:
	  	
		
		  	SunEdison, Inc.
		  	501 Pearl Drive
		  	St. Peters, MO 63376
		  	Attention: General Counsel









			
	If to SSL, to:	  	
		  	SunEdison Semiconductor Limited
		  	501 Pearl DriveSt. Peters, MO 63376
		  	Attention: General Counsel

 Any Party may, by notice to the other Party, change the address and contact person to which any such notices
are to be given. 
 8.7 Governing Law, Consent to Jurisdiction and Waiver of Right to Jury Trial. 

(a) This Agreement (and any claims or disputes arising out of or related hereto or thereto or to the transactions contemplated hereby and
thereby or to the inducement of any Party to enter herein, whether for breach of contract, tortious conduct or otherwise and whether predicated on common law, statute or otherwise) shall be governed by and construed and interpreted in accordance
with the Laws of the State of New York, irrespective of the choice of laws principles of the State of New York, including all matters of validity, construction, effect, enforceability, performance and remedies. 

(b) Each of the Parties hereto irrevocably submits to the exclusive jurisdiction of the state and federal courts located in New York for the
purposes of any action or proceeding arising out of this Agreement. Each of the Parties hereto further agrees that service of any process, summons, notice or document by U.S. registered mail to such Party’s respective address set forth in
Section 6.6 will be effective service of process for any action or proceeding with respect to any matters to which it has submitted to jurisdiction as set forth above in the immediately preceding sentence. Each of the Parties hereto irrevocably
and unconditionally waives any objection to the laying of venue of any action or proceeding arising out of this Agreement in the state and federal courts located in New York and hereby further irrevocably and unconditionally waives and agrees not to
plead or claim in any such court that any such action or proceeding brought in any such court has been brought in an inconvenient forum. 

(c) EACH PARTY TO THIS AGREEMENT HEREBY WAIVES THE RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING BASED UPON, ARISING OUT OF, OR IN ANY WAY
RELATING TO THIS AGREEMENT. 
 8.8 Dispute Resolution. The dispute resolution procedures set forth in Article IV of the Separation
Agreement shall apply to any dispute, controversy or claim (whether sounding in contract, tort or otherwise) that arises out of or relates to this Agreement, any breach or alleged breach hereof, or the construction, interpretation, enforceability or
validity hereof. 
 8.9 Assignability. Neither Party may assign or otherwise transfer this Agreement without the written consent of
the other Party; provided, that either Party may assign any or all of its rights and benefits for collateral purposes to any Person from which it or any of its Affiliates have borrowed money (a “Lender”), or to any Person acting as
an agent on behalf of a syndicate of lenders who have lent money to such Party or any of such Party’s Affiliates (an “Agent”), with such Lender or Agent being the intended third party beneficiary with a right of enforcement of the
assigning Party’s rights and benefits under this Agreement. Notwithstanding the foregoing, each Party shall have the right to assign or otherwise transfer this Agreement, without the written consent of the other Party to a member of its
respective Group so long as such Group member remains an Affiliate of such Party; provided that, (i) such transferring party shall provide written notice to the other Party of such assignment or other transfer, and (ii) the assignee or
other transferee shall agree in writing to assume all applicable covenants and obligations of the transferring Party hereunder and to be bound by the terms and conditions of this Agreement. This Agreement shall be binding upon and inure to the
benefit of the Parties and their 







 
respective permitted successors and assigns. Any assignment or other transfer not in accordance with this Section 8.9 shall be null and void. Upon any collateral assignment of this
Agreement to a Lender or Agent, the assigning Party shall provide written notice to the other Party of such collateral assignment, which notice shall contain the name and contact information of the assignee Lender or Agent, as applicable. 

8.10 Change in Control of SSL. The Parties acknowledge and agree that the acquisition of a controlling interest of SSL, or any member
of the SSL Group possessing rights under this Agreement, by certain third parties which may have a conflict of interest with the business objectives of SunEdison presents a potential risk to SunEdison. Therefore, the Parties agree as follows. If a
third party obtains a controlling interest in SSL or a member of the SSL Group is merged or consolidated with a third party (in each case, a “Change in Control”), then the terms and conditions of this Agreement shall be binding on
and inure to the benefit of any such third party that is a successor in interest of SSL or member of the SSL Group, as the case may be, and SunEdison shall remain bound to all of its obligations and entitled to all of its rights hereunder, except
that, SunEdison shall have the right upon ten (10) days written notice, such notice to be provided within thirty (30) days of such Change in Control, to immediately terminate this Agreement. For purposes hereof “controlling
interest” means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of the applicable Person, whether through the ownership of voting securities, by contract or otherwise.
Notwithstanding the above sentences in this Section 8.10 or any other term of this Agreement, in the event a third party (which is active in any field which includes: the manufacture of polysilicon; the growth, processing and manufacture of
silicon crystals and single or multi-crystalline ingots for use as a substrate for solar cell production; the processing and manufacture of solar wafers used in the photovoltaic industry; the design, processing and manufacture of solar cells; and
the design, processing and manufacture of modules, trackers, inverters and any and all balance of system hardware and software used in photovoltaic systems making, using or selling a semiconductor to convert solar energy to electricity) gains a
controlling interest in SSL or a member of the SSL Group, then SunEdison shall have the right upon thirty (30) days written notice to terminate this Agreement. 

8.11 Severability. If any provision of this Agreement or the application thereof to any Person or circumstance is determined by a court
of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions hereof or thereof, or the application of such provision to Persons or circumstances or in jurisdictions other than those as to which it has been held invalid or
unenforceable, shall remain in full force and effect and shall in no way be affected, impaired or invalidated thereby. Upon such determination, the Parties shall negotiate in good faith in an effort to agree upon such a suitable and equitable
provision to effect the original intent of the Parties. 
 8.12 Amendments. No provisions of this Agreement shall be deemed waived,
amended, supplemented or modified by any Party, unless such waiver, amendment, supplement or modification is in writing and signed by the authorized representative of the Party against whom such waiver, amendment, supplement or modification is
sought to be enforced. 
 8.13 Waiver of Default. Waiver by any Party of any default by the other Party of any provision of this
Agreement shall not be deemed a waiver by the waiving Party of any subsequent or other default, nor shall it prejudice the rights of such Party. No failure or delay by any Party in exercising any right, power or privilege under this Agreement shall
operate as a waiver thereof nor shall a single or partial exercise thereof prejudice any other or further exercise thereof or the exercise of any other right, power or privilege. 







 IN WITNESS WHEREOF, the Parties hereto have each caused this Agreement to be executed by its duly
authorized representatives. 
  

	
	SUNEDISON, INC.
	
	By: /s/ Brian Wuebbels
	
	Name: Brian Wuebbels
	
	Title:

  

					
		
	SUNEDISON SEMICONDUCTOR LIMITED	 	
			
	By:	 	  
	 	
		
	Name: Shaker Sadasivam	 	
		
	Title:	 	

 [Signature Page to Technology Joint Development and Rights Agreement] 







 IN WITNESS WHEREOF, the Parties hereto have each caused this Agreement to be executed by its duly
authorized representatives. 
  

					
		
	SUNEDISON, INC.	 	
			
	By:	 	  
	 	
		
	Name: Brian Wuebbels	 	
		
	Title:	 	

  

	
	SUNEDISON SEMICONDUCTOR LIMITED
	
	By: /s/ Shaker Sadasivam
	
	Name: Shaker Sadasivam
	
	Title:

 [Signature Page to Technology Joint Development and Rights Agreement]