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.    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.    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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Source: OneCLE Business Contracts.