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 acknowledged by each of the parties, the parties hereto agree as follows:

1. Definitions.

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

1.2 "Design Kits" shall have the meaning given to it in the above Recitals.

1.3 "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 Design Kits or the Jazz Technology.

1.4 "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.

1.5 "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.

1.6 "Jazz Confidential Information" as used herein means information about this Agreement and all its Appendices and Schedules, any amendment or addenda hereto or thereto, Licensor's business, assets or operations, including but not limited to the Design Kits, the Jazz Technology and Intellectual Property Rights, and any other proprietary information supplied to Licensee by Licensor deemed by Licensor to be of value and not commonly known to others within Licensor'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); (c) is subject to a subpoena, summons or other legal process, or (d) was developed by Licensee independent of the disclosure by Licensor.

1.7 "Jazz Patent Rights" shall mean those patent rights that Licensor owns or under which it has rights during the term of this Agreement with respect to the Process.

1.8 "Jazz Technology" shall mean all proprietary information and know-how provided to Licensee by Licensor, no matter in what form provided, that relate to the Process, including, without limitation, information relating to the products and processes identified in Appendix F 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 Newport Fab LLC, a Delaware limited liability company d/b/a Jazz Semiconductor.

1.12 "LLC Agreement" shall mean the Limited Liability Company Agreement of Jazz/Hua Hong LLC, a limited liability company organized by Licensor and Licensee under the laws of the State of Delaware.

1.13 "Process" shall mean the process, procedures and methods identified[and defined] by the Design Kits that enable the conduct of a foundry for the production of Wafers as communicated by Licensor to Licensee from time to time during the term of this Agreement.

1.14 "Manufacturing Territory" shall mean the[...***...].

1.15 "Wafers" shall have the meaning given to it in the above Recitals.

详细内容见附件