Second Amended and Restated Development and License Agreement

AMENDED AND RESTATED INTELLECTUAL PROPERTY AGREEMENT

This Intellectual Property Agreement ("Agreement"), as amended and restated herein, is entered into this day of (the "Effective Date"), by and between , a Delaware Corporation ("MOTOROLA"), acting through its Semiconductor Products Sector ("SPS"), and Semiconductor Components Industries, L.L.C., a Delaware limited liability company ("SCILLC").

RECITALS

WHEREAS, MOTOROLA, through its Semiconductor Components Group ("SCG"), develops, manufactures and sells discrete and integrated circuit semiconductor products and related products.

WHEREAS, SCG presently is a part of SPS.

WHEREAS, SCG has operations in the United States and numerous foreign countries.

WHEREAS, MOTOROLA desires to reorganize the business, assets, properties and operations presently constituting SCG to establish SCG as a "stand alone" business, separate from the remainder of SPS (the "Reorganization").

WHEREAS, SCG Holding Corporation, formerly known as Motorola Energy Systems, Inc., a Delaware corporation is a wholly owned subsidiary of MOTOROLA ("SCG Holding"), and SCILLC is a wholly-owned subsidiary of SCG Holding.

WHEREAS, SCG Holding and SCILLC are to be among the entities into which MOTOROLA contributes the business, assets and operations of SCG (the "SCG Business") pursuant to the Reorganization.

WHEREAS, MOTOROLA is the owner or licensee of certain intellectual property under which MOTOROLA will hereunder assign, license, or sublicense, as the case may be, to SCILLC certain intellectual property to support and continue the operation of the SCG Business (such transactions hereunder to be treated as a contribution by MOTOROLA to the capital of SCG Holding),

WHEREAS, the Parties hereto contemplate entering into a Reorganization Agreement as soon as practicable following the date hereof under which it is contemplated that the Reorganization will be effected (the "Reorganization Agreement").

NOW, THEREFORE, in furtherance of the foregoing premises and in consideration of the mutual covenants and obligations hereinafter set forth, the Parties hereto, intending to be legally bound hereby, do agree as follows:

SECTION 1

DEFINITION AND TERMS

As used in the agreement, the following terms shall have the meaning set forth or referenced below:

1.1. ASSIGNED COPYRIGHTABLE MATERIALS means MOTOROLA owned data sheets, data books, application notes, and other advertising materials used in connection with the marketing and sale of any SCG PRODUCT and which do not bear the trademark or tradenames of MOTOROLA other than ASSIGNED TRADEMARKS. ASSIGNED COPYRIGHTABLE MATERIALS does not include software or tangible documentation of the process flow sheets used in the manufacture of any product.

1.2. ASSIGNED KNOW HOW means know-how as set forth in Exhibit 1.2.

1.3. ASSIGNED MASK WORKS means registered masks works as set forth in Exhibit 1.3 and any mask work protection available to MOTOROLA in those mask works fixed by MOTOROLA which are embodied exclusively in an SCG PRODUCT.

1.4. ASSIGNED PATENTS means the patents and patent applications set forth in Exhibit 1.4 and any foreign counterparts of the patents and applications listed on Exhibit 1.4.

1.5. ASSIGNED TRADEMARKS means registered and common law trademarks set forth in Exhibit 1.5.

1.6. CIRCUIT means a plurality of active and/or passive elements for generating, receiving, transmitting, storing, transforming or acting in response to an electrical signal.

1.7. CIRCUIT PATENT means a LICENSED MOTOROLA PATENT which claims a CIRCUIT or an ELECTRICAL METHOD.

1.8. CLOSING DATE means the date on which the consummation of the transactions set forth in the Reorganization Agreement occurs.

1.9. CONFIDENTIAL INFORMATION means all proprietary information which is 1) not publicly known and 2) used to manufacture and sell SCG PRODUCTS or SPS PRODUCTS or specifically used in the business by the Semiconductor Components Group of MOTOROLA. CONFIDENTIAL INFORMATION specifically includes all RESTRICTED PROCESS MODULES.

1.10. ELECTRICAL METHOD means a method or steps for using CIRCUITS or SYSTEMS, whether or not combined with one or more active and/or passive elements, for performing electrical or electronic functions.

1.11. INDEMNIFIED PRODUCT means any product:

1.11.1. which is an SCG PRODUCT; or

1.11.2. which is derived from an SCG PRODUCT and that has substantially the same form, fit, function, and application as an SCG PRODUCT, as determined by the data sheet relating to the SCG PRODUCT in existence prior to the CLOSING DATE.

1.11.3. Notwithstanding the language in this section 1.11, in no event shall the term INDEMNIFIED PRODUCT include memories, microprocessors, microcontrollers, digital signal processors, sensor devices having a mechanical input, RF devices, Optobus products, power devices integrated with analog circuitry, hybrid power modules, compound semiconductor products, VCSEL, FPGAs, FPAAs, or magnetoresistive devices or devices formed substantially of materials having a permanent magnetic effect.

1.11.4. Notwithstanding the language in this section 1.11, in no event shall INDEMNIFIED PRODUCT include any product made or sold by SCILLC if infringement of a third party's patent would have been avoided but for a change in the manufacturing or design of an SCG PRODUCT or but for the use of a process or equipment for manufacture of or the design of an INDEMNIFIED PRODUCT that was not used in the design or manufacture of an SCG PRODUCT before the CLOSING DATE.

1.12. INTEGRATED CIRCUIT STRUCTURE means an integral unit consisting primarily of a plurality of active and/or passive circuit elements associated on, or in, a unitary body of SEMICONDUCTIVE MATERIAL for performing electrical or electronic functions and, if provided therewith, such unit includes housing and/or supporting means therefor.

1.13. INTELLECTUAL PROPERTY means the LICENSED MOTOROLA PATENTS, ASSIGNED PATENTS, LICENSED VISIBLE TRADEMARKS, LICENSED EMBEDDED TRADEMARKS, ASSIGNED TRADEMARKS, LICENSED KNOW HOW, ASSIGNED KNOW HOW, LICENSED SOFTWARE, ASSIGNED MASK WORKS, LICENSED MASK WORKS, ASSIGNED COPYRIGHTABLE MATERIALS, and LICENSED COPYRIGHTABLE MATERIALS.

1.14. LICENSED SCILLC PATENTS means all classes or types of patents, utility models, design patents, applications, and any counterparts thereof for the aforementioned or all countries of the world owned by SCILLC which have claims that read on the manufacture, assembly, test, use, lease, sale, offer for sale, disposal, importation, or design of a LICENSED SPS PRODUCT and which are issued, published or filed on or before five (5) years after the CLOSING DATE.

1.15. LICENSED COPYRIGHTABLE MATERIALS means MOTOROLA owned data sheets, data books, application notes, and other advertising materials used in connection with the marketing and sale of any SCG PRODUCT and which bear the trademark or tradenames of MOTOROLA other than ASSIGNED TRADEMARKS.

1.16. LICENSED EMBEDDED TRADEMARKS means any trademark owned by MOTOROLA which is embedded in or affixed on equipment, software, or materials used in connection with the sale, offering for sale, distribution, or advertising of an SCG PRODUCT, which Items are not sold or provided to purchasers of an SCG PRODUCT or trademarks which are not visible to purchasers of an encapsulated SCG PRODUCT.

1.17. LICENSED KNOW HOW means know how, including business methods, owned by MOTOROLA as of the CLOSING DATE which is specifically used, as of the CLOSING DATE, to develop or manufacture an SCG PRODUCT.

1.18. LICENSED MOTOROLA PATENTS means all classes or types of patents, utility models, design patents, applications, and any counterparts thereof for the aforementioned of all countries of the world which have claims that read on the manufacture, assembly, test, use, lease, sale, offer for sale, disposal, importation, or design of a LICENSED PRODUCT.

1.19. LICENSED PRODUCT means any product which is an SCG PRODUCT; or derived from an SCG PRODUCT; or an INTEGRATED CIRCUIT STRUCTURE or SEMICONDUCTIVE ELEMENT reasonably anticipated by specified 1999 long range plans.

1.20. LICENSED SOFTWARE means software owned by MOTOROLA and specifically used in business applications used by or for the Semiconductor Components Group of MOTOROLA or in the manufacture, design, operation, or testing of an SCG PRODUCT.

1.21. LICENSED SPS PRODUCT means any product other than an SCG PRODUCT or a product derived from an SCG PRODUCT, subject to specified exclusions and product listings.

1.22. LICENSED VISIBLE TRADEMARKS means any trademark owned by MOTOROLA which is affixed on materials used in connection with the sale, offering for sale, distribution, or advertising of an SCG PRODUCT or on an SCG PRODUCT which is visible by purchasers of an encapsulated SCG PRODUCT.

1.23. MANUFACTURING APPARATUS means any instrumentality or aggregate of instrumentalities primarily designed for use in the fabrication of that party's LICENSED PRODUCTS.

1.24. MOTOROLA SEMICONDUCTOR PRODUCTS SECTOR means an existing business unit of MOTOROLA with specified groups, facilities, and product scope.

1.25. NON-ASSERTED MOTOROLA PATENTS means all patents and applications covering SCG PRODUCTS, issued, published or filed on or before the CLOSING DATE, arising out of inventions made solely by one or more employees of MOTOROLA.

1.26. PROCESS AND STRUCTURE PATENT means a LICENSED PATENT claiming a process for manufacturing a SEMICONDUCTOR ELEMENT or INTEGRATED CIRCUIT STRUCTURE or the arrangement of regions, layers, electrodes, or contacts thereof.

1.27. RESTRICTED PROCESS MODULES means that information described in Exhibit 1.27.

1.28. SCG PRODUCT means any product identified as a product of the Semiconductor Component Group of MOTOROLA's MOTOROLA SEMICONDUCTOR PRODUCTS SECTOR as set forth in the pti code listing, excluding specified products.

1.29. SEMICONDUCTIVE MATERIAL means any material whose conductivity is intermediate to that of metals and insulators at room temperature and whose conductivity increases with temperature.

1.30. SEMICONDUCTOR ELEMENT means a device other than an INTEGRATED CIRCUIT STRUCTURE consisting primarily of a body of SEMICONDUCTIVE MATERIAL having a plurality of electrodes associated therewith.

1.32. SUBSIDIARY means an entity more than or equal to forty-nine percent (49%) owned or controlled by a party hereto, with additional treatment for certain SCILLC interests.

1.33. SYSTEM means one or more CIRCUITS whether or not combined with active or passive elements for performing electrical or electronic functions.

1.34. THIRD PARTY SCG CONTRIBUTION means know how meeting certain criteria and developed by a third party obligated to assign title or joint ownership to MOTOROLA.

SECTION 2

ASSIGNMENT AND LICENSE OF PATENTS

2.1. MOTOROLA hereby assigns all its right, title, and interest, including the right to sue for infringement before the CLOSING DATE, and subject to any existing third party licenses before the CLOSING DATE, in ASSIGNED PATENTS to SCILLC.

2.2. MOTOROLA and SCILLC agree that the MOSAIC 5/5e patents and any counterparts thereof listed in this Section 2.2 will be included as ASSIGNED PATENTS if and when the MOSAIC 5 and/or MOSAIC 5e process is transferred to SCILLC.

2.3. U.S. Patent Number 5,418,410, and any counterparts thereof (Tisinger patents) will be included as ASSIGNED PATENTS upon the naming of SCILLC as a party to the litigation Power Integrations v. Motorola, Inc. or upon settlement of the litigation.

2.4. U.S. Patent Number 4,450,367 will be included as ASSIGNED PATENTS upon settlement of the Power Integrations v. Motorola, Inc. litigation.

2.5. MOTOROLA hereby grants SCILLC a worldwide, non-exclusive, nontransferable license under LICENSED MOTOROLA PATENTS without the right to sublicense.

2.6. MOTOROLA hereby grants to SCILLC a worldwide, non-exclusive, non-transferable covenant not to assert LICENSED MOTOROLA PATENTS against SCILLC under specified conditions.

2.8. MOTOROLA hereby grants to SCILLC a non-exclusive, worldwide, non-transferable license under CIRCUIT PATENTS to have made and to import, use, lease, sell, offer for sale, or otherwise dispose of such LICENSED PRODUCTS.

2.9. MOTOROLA agrees not to make any claim of infringement against customers, distributors and users of LICENSED PRODUCTS under specified conditions.

2.10. MOTOROLA hereby grants to SCILLC a worldwide, non-exclusive, non-transferable covenant not to assert NON-ASSERTED MOTOROLA PATENTS against SCILLC to make, have made, use, lease, sell, offer for sale, import, design, assemble, have assembled, test, or otherwise dispose of SCG PRODUCTS.

2.11. SCILLC hereby grants to MOTOROLA a worldwide, paid-up, royalty free, non-exclusive license under ASSIGNED PATENTS AND LICENSED SCILLC PATENTS.

2.12. SCILLC agrees not to make any claim of infringement against the customers, distributors, and users of any LICENSED SPS PRODUCTS under specified conditions.

2.13. The licenses and covenants granted herein extend to each party's respective SUBSIDIARIES, subject to reciprocal grant conditions.

2.14. A covenant not to assert is not considered a license for the purposes of this Agreement.

2.15. The license and rights granted to SCILLC from MOTOROLA herein do not extend to Zilog or any other third party owned or controlled by the Texas Pacific Group.

SECTION 3

ASSIGNMENT AND LICENSE OF TRADEMARKS

3.1. MOTOROLA hereby assigns all its right, title, and interest, including the goodwill of the business associated with the ASSIGNED TRADEMARKS, in ASSIGNED TRADEMARKS to SCILLC.

3.2. MOTOROLA hereby grants to SCILLC a limited, worldwide, paid-up, royalty free, nontransferable, nonexclusive license to reproduce, copy, or use any LICENSED VISIBLE TRADEMARK for transition purposes.

3.3. For any LICENSED PRODUCT that must be re-qualified when a LICENSED VISIBLE TRADEMARK on the LICENSED PRODUCT or its packaging is removed, SCILLC shall be permitted, for up to two (2) years after the CLOSING DATE, to reproduce, copy, or use LICENSED VISIBLE TRADEMARKS as necessary for continued sale and distribution.

3.4. After SCILLC ceases reproducing, copying, or using LICENSED VISIBLE TRADEMARKS, SCILLC may use up any inventory bearing such trademarks, subject to commercial practices.

3.5. MOTOROLA hereby grants to SCILLC the right to use the term "formerly a division of Motorola" with the stylized version of "Motorola" for one year and without the stylized version for two years after the CLOSING DATE.

3.6. MOTOROLA hereby grants to SCILLC a limited, worldwide, paid-up, royalty free, nontransferable, nonexclusive license to reproduce, copy, or use any LICENSED EMBEDDED TRADEMARK.

3.7. SCILLC shall manufacture LICENSED PRODUCT using quality standards not changed in a substantial way from those used by Semiconductor Components Group prior to the CLOSING DATE.

3.8. MOTOROLA shall have the right to examine LICENSED PRODUCTS bearing LICENSED VISIBLE TRADEMARK or LICENSED EMBEDDED TRADEMARK to determine compliance with quality standards.

3.9. SCILLC shall not make use of the LICENSED VISIBLE TRADEMARKS or LICENSED EMBEDDED TRADEMARKS in a manner representing SCILLC as owner of such marks.

3.10. MOTOROLA hereby grants to SCILLC the right to use all part numbers, model numbers and the like in use by MOTOROLA to identify SCG PRODUCTS to customers as of the CLOSING DATE.

3.11. At the CLOSING DATE, and for a period of two (2) years thereafter, MOTOROLA shall display a hypertext link to SCILLC's URL on the home page of its MOTOROLA SEMICONDUCTOR PRODUCTS SECTOR web site.

3.12. SCILLC hereby grants to MOTOROLA a limited, worldwide, paid-up royalty free, nontransferable, nonexclusive license under ASSIGNED TRADEMARKS to use up any inventory of printed materials or electronic materials.

3.13. At the CLOSING DATE and for a period of two (2) years thereafter, SCILLC shall display a hypertext link to the URL of MOTOROLA's MOTOROLA SEMICONDUCTOR PRODUCTS SECTOR upon request.

3.14. MOTOROLA and SCILLC agree to negotiate in good faith the extension of the obligations set forth in Section 3.11 and 3.13 for another two year period.

3.15. The licenses and covenants granted herein extend to each party's respective SUBSIDIARIES, subject to reciprocal grant conditions.

SECTION 4

ASSIGNMENT OF MASK WORKS

4.1. MOTOROLA hereby assigns all its right, title, and interest, subject to any existing third party licenses before the CLOSING DATE, in ASSIGNED MASK WORKS to SCILLC.

4.2. This Agreement imposes no obligation on MOTOROLA to file any mask work registrations on any ASSIGNED MASK WORK fixed by MOTOROLA and still eligible for statutory protection.

SECTION 5

ASSIGNMENT AND LICENSE OF KNOW HOW

5.1. MOTOROLA hereby assigns all its right, title, and interest, subject to any existing third party licenses before the CLOSING DATE, in ASSIGNED KNOW HOW to SCILLC.

5.2. MOTOROLA hereby grants to SCILLC a perpetual, world wide, non-exclusive license to LICENSED KNOW HOW to manufacture, have manufactured, use, lease, sell, offer for sale, import, design, assemble, have assembled, test, or otherwise dispose of LICENSED PRODUCTS.

5.3. MOTOROLA shall make available to SCILLC all ASSIGNED KNOW HOW and LICENSED KNOW HOW existing in tangible form no later than ninety (90) days after the CLOSING DATE.

5.4. MOTOROLA agrees to grant joint ownership rights in the MOSAIC 5 and MOSAIC 5e know how if and when the process is transferred to SCILLC.

5.5. MOTOROLA hereby assigns to SCILLC all its right, title, and interest in Standard Linear know how used solely by the Semiconductor Components Group before the CLOSING DATE.

5.6. SCILLC hereby grants to MOTOROLA a perpetual, world wide, non-exclusive, paid-up license to use ASSIGNED KNOW HOW to make, have made, use, lease, sell, offer for sale, import, design, assemble, have assembled, test, or otherwise dispose of any LICENSED SPS PRODUCT.

5.7. The licenses and covenants granted herein extend to each party's respective SUBSIDIARIES, subject to reciprocal grant conditions.

SECTION 6

ASSIGNMENT AND LICENSE IN COPYRIGHTABLE MATERIALS

6.1. MOTOROLA hereby assigns all copyrights, right, title, and interest in ASSIGNED COPYRIGHTABLE MATERIALS to SCILLC.

6.2. MOTOROLA hereby grants to SCILLC a perpetual, worldwide, nonexclusive license to use, reproduce, prepare derivative works of, or distribute LICENSED COPYRIGHTABLE MATERIALS in conjunction with marketing or sale of LICENSED PRODUCTS.

6.2.1. In the event that SCILLC requires additional rights to institute a lawsuit for copyright infringement against a third party, MOTOROLA agrees to cooperate and provide such rights without additional charge, subject to reimbursement of reasonable expenses.

6.3. SCILLC hereby grants to MOTOROLA a worldwide, paid-up, royalty free, non-exclusive license under ASSIGNED COPYRIGHTABLE MATERIALS to use, reproduce, prepare derivative works of, or distribute ASSIGNED COPYRIGHTABLE MATERIALS in conjunction with marketing or sale of LICENSED SPS PRODUCTS.

6.4. The licenses and covenants granted herein extend to each party's respective SUBSIDIARIES, subject to reciprocal grant conditions.

SECTION 7

LICENSE OF SOFTWARE

7.1. MOTOROLA hereby grants to SCILLC a perpetual, worldwide, nonexclusive license in LICENSED SOFTWARE to use, reproduce, or prepare derivative works of LICENSED SOFTWARE and to otherwise utilize LICENSED SOFTWARE in the manufacture, sale, or design of semiconductor products.

7.2. LICENSED SOFTWARE is provided "AS IS." Updates made to fix errors may be licensed and provided to SCILLC upon written request and at SCILLC's expense for a period of two (2) years.

7.3. The licenses granted herein extend to SCILLC's SUBSIDIARIES.

SECTION 8

INDEMNIFICATION, LITIGATION, AND ASSISTANCE

8.1. MOTOROLA shall control and indemnify SCILLC as set forth herein with respect to the PI Litigation and related subsequent litigation under specified conditions.

8.2. As of the CLOSING DATE, the licenses and other items listed in Exhibit 8.2 shall be assigned to SCILLC.

8.3. MOTOROLA shall indemnify and hold SCILLC harmless from damages arising out of third party claims asserting pre-CLOSING DATE acts by MOTOROLA infringe intellectual property rights.

8.4. MOTOROLA agrees to indemnify SCILLC and related parties from damages arising out of claims by a third party patent licensor under specified conditions.

8.4.1. MOTOROLA's total cumulative obligation to indemnify shall not exceed the Indemnity Cap of seventy-five (75) million dollars $US.

8.4.2. MOTOROLA shall not be obligated to provide indemnification for certain claims initiated or solicited by SCILLC or its SUBSIDIARIES.

8.4.3. SCILLC shall provide prompt written notice of claims and, at MOTOROLA's request, MOTOROLA shall be given control of said claim.

8.5. SCILLC may elect to defend any claim itself and not seek indemnification from MOTOROLA under this Section 8.

8.6. MOTOROLA shall control and indemnify SCILLC with respect to the Kermit Aguago and Khanh N. Tran v. Motorola, Inc. litigation for claims related to equipment owned by MOTOROLA as of the CLOSING DATE if SCILLC is named as a party.

8.7. This section states the entire liability or indemnity obligation of MOTOROLA with respect to third party claims regarding infringement of any intellectual property right.

SECTION 9

CONFIDENTIALITY

9.1. For a period of five (5) years from receipt of CONFIDENTIAL INFORMATION and ten (10) years from the CLOSING DATE for the RESTRICTED PROCESS MODULES, each party agrees to use reasonable care to avoid disclosure of the other party's confidential information.

9.2. Disclosure of CONFIDENTIAL INFORMATION shall not be precluded if such disclosure is in response to a valid court order, subject to efforts to obtain a protective order.

9.3. This Agreement imposes no obligation with respect to confidential information that is public, approved for release, lawfully obtained from a third party, disclosed without a duty of confidentiality, previously known, or independently developed.

SECTION 10

COMPENSATION

10.1. The licenses granted and the assignments made to SCILLC in this Agreement shall be without compensation from SCILLC to MOTOROLA, and shall be treated as a contribution by MOTOROLA to the capital of SCG Holding for all tax purposes.

10.2. The licenses granted to MOTOROLA in this Agreement shall be without further compensation from MOTOROLA to SCILLC.

SECTION 11

REPRESENTATIONS, WARRANTIES AND DISCLAIMERS

11.1. MOTOROLA hereby represents and warrants that it has the right to grant to SCILLC the licenses and assignments granted herein.

11.2. The registered ASSIGNED TRADEMARKS set forth in Exhibit 1.5 are free and clear of all liens, encumbrances, and adverse claims of title.

11.3. The ASSIGNED PATENTS set forth in Exhibit 1.4 are free and clear of all liens, encumbrances, and adverse claims of title.

11.4. Each party disclaims all other representations or warranties not expressly set forth in this Agreement.

11.5. Neither party shall be liable for indirect, special, incidental or consequential damages resulting from performance or failure to perform under this Agreement.

11.6. Nothing contained in this agreement shall be construed as specified in subsections 11.6.1 through 11.6.5.

SECTION 12

MISCELLANEOUS PROVISIONS

12.1. The rights or privileges provided for in this Agreement may be assigned or transferred only with prior written consent, subject to stated exceptions and assumptions.

12.2. This Agreement and the performance of the parties hereunder shall be construed in accordance with and governed by the laws set forth in the Reorganization Agreement.

12.3. This Agreement is the result of negotiation between the parties and shall not be construed for or against either party regardless of authorship.

12.4. This Agreement sets forth the entire Agreement and understanding between the parties as to the subject matter hereof and merges all prior discussions between them.

12.5. The parties shall have the right to disclose the existence of this Agreement. This Agreement shall be considered confidential.

12.6. All notices required or permitted to be given hereunder shall be in writing and valid if dispatched by registered airmail to the addresses below:

IN WITNESS WHEREOF, the parties hereto have executed this Agreement in duplicate.