Exhibit 2.3 INTELLECTUAL PROPERTY ASSIGNMENT AND LICENSE AGREEMENT THIS INTELLECTUAL PROPERTY ASSIGNMENT AND LICENSE AGREEMENT ("Agreement"), dated as of this day of December, 1997, is made by and between Raytheon Company, a Delaware corporation having a place of business at Lexington, Massachusetts (hereinafter "Raytheon") and Raytheon Semiconductor, Inc., a Delaware corporation having a place of business at Mountain View, California (hereinafter "Company"). WHEREAS, Company is engaged in the manufacture and sale of silicon semiconductor devices at its facilities in Mountain View and San Diego California which business is the same business previously conducted by the Semiconductor Division of Raytheon in said locations during the period from January 1, 1995 to the incorporation of the Company (the "Semiconductor Division Business"); WHEREAS, Raytheon and Company are parties to an Acquisition Agreement dated November 25, 1997, as amended on December , 1997, which provides for the sale of Company to Fairchild Semiconductor Company, Inc. (the "Purchase Agreement"); WHEREAS, Raytheon owns certain other Intellectual Property rights used in the Semiconductor Business which are to be assigned and transferred to Company and licensed back to Raytheon; WHEREAS, Raytheon owns various Intellectual Property rights used exclusively in the Semiconductor Division Business which are to be assigned and transferred to the Company; WHEREAS, Raytheon owns certain other Intellectual Property rights used in the Semiconductor Division Business which are to be licensed to Company; WHEREAS, Company and Raytheon wish to provide for the above referenced assignments and licenses under the terms and conditions hereinafter set forth. NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the parties hereby agree as follows: 1. DEFINITIONS OF TERMS USED IN THIS AGREEMENT As used herein the following terms shall have the following respective meanings: 1.1 "COMPANY PATENTS" means Patents which (a) at Closing are owned by Raytheon or were developed by a Raytheon employee or consultant and are assignable to Raytheon, (b) are used or have been used exclusively by the Semiconductor Division Business and (c) are used or have been used in the manufacture, design development, and/or sale of silicon semiconductor devices. 1.2 "COMPANY INVENTION DISCLOSURES" means Invention Disclosures which (a) at Closing are owned by Raytheon or were developed by a Raytheon employee or consultant and are assignable to Raytheon, (b) are used or have been used exclusively by the Semiconductor Division Business and (c) are used or have been used in the manufacture, design development, and/or sale of silicon semiconductor devices. 1.3 "COMPANY TRADEMARKS" means Trademarks which (a) at Closing are owned by Raytheon, (b) are used or have been used exclusively by the Semiconductor Division Business and (c) are used or have been used in the manufacture, design development, and/or sale of silicon semiconductor devices. 1.4 "COMPANY COPYRIGHTS" means Copyrights which (a) at Closing are owned by Raytheon or were developed by a Raytheon employee or consultant and are assignable to Raytheon, (b) are used exclusively by the Semiconductor Division Business and (c) are used or have been used in the manufacture, design development, and/or sale of silicon semiconductor devices. 1.5 "COMPANY MASK WORKS" means Mask Works which (a) at Closing are owned by Raytheon or were developed by a Raytheon employee or consultant and are assignable to Raytheon, (b) are used exclusively by the Semiconductor Division Business and (c) are used or have been used in the manufacture, design, development, and/or sale of silicon semiconductor devices. 1.6 "COMPANY KNOW-HOW" means Know-How which (a) at Closing is owned by Raytheon, (b) is used or has been used exclusively by the Semiconductor Division Business and (c) is used or has been used in the manufacture, design, development, and/or sale of silicon semiconductor devices.. 1.7 "COMPANY IP" means Company Patents, Company Invention Disclosures, Company Trademarks, Company Copyrights, Company Mask Works and Company Know-How. 1.8 "RAYTHEON PATENTS" means the Patents, other than Company Patents, which at Closing are owned by Raytheon and are used in the manufacture, design development, and/or sale of silicon semiconductor devices. 1.9 "RAYTHEON COPYRIGHTS" means Copyrights, other than Company Copyrights, which at Closing are owned by Raytheon and are used in the manufacture, design development, and/or sale of silicon semiconductor devices. 1.10 "RAYTHEON MASK WORKS" means Mask Works, other than Company Mask Works, which at Closing are owned by Raytheon and are used in the manufacture, design, development, and/or sale of silicon semiconductor devices. 1.11 "RAYTHEON LICENSED KNOW-HOW" means Know-How, other than Company Know-How, which at Closing is owned by Raytheon and is used in the manufacture, design development, and/or sale of silicon semiconductor devices. 2 1.12 "RAYTHEON RESTRICTED LICENSED KNOW-HOW" means Raytheon Licensed Know-How which is either (a) disclosed in written or other tangible form with appropriate markings indicating its confidential status or (b) disclosed orally, if identified as confidential by Raytheon at the time of initial disclosure and thereafter summarized and confirmed in written or other tangible form by Raytheon with appropriate markings indicating its confidential status, which summary must be provided to Company within thirty (30) days of the initial disclosure. Raytheon Restricted Licensed Know-How shall not include information which (a) is developed by the Company independently of receipt from Raytheon; (b) is or becomes publicly known other than through the fault or negligence of the Company or of any party receiving the subject information from Company; or (c) is rightfully obtained by Company free of confidentiality restrictions from a third party having the lawful right to disclose same and who did not receive such information directly or indirectly from Raytheon. 1.13 "RAYTHEON NON-RESTRICTED LICENSED KNOW-HOW" means Raytheon Licensed Know-How other than Raytheon Restricted Licensed Know-How. 1.14 "LICENSED PRODUCTS" means silicon semiconductor devices. 1.15 Capitalized terms used but not defined herein shall have the meanings given them in the Purchase Agreement. 2. ASSIGNMENT BY RAYTHEON 2.1 COMPANY IP--Subject to Sections 2.4, 3.6, 3.7 and 4.5 below, Raytheon hereby assigns and transfers to Company all right, title and interest of Raytheon to and under the Company IP, including the right to sue for pre- Closing infringement by any party other than an Affiliate of Raytheon. 2.2 DOCUMENTATION--Raytheon will execute and deliver any deeds, bills of sale, assignments or assurances and take and do any other actions and things reasonably necessary to vest in Company, and/or to perfect or confirm Company's rights in, any and all right, title and interest in, to and under any of the Company IP. 2.3 PRE-EXISTING RIGHTS--Company acknowledges that the Company IP assigned pursuant to this Agreement may be subject to certain pre-existing rights or licenses which may have previously been granted to, or acquired by, the United States Government or other third parties. Any such pre-existing rights and licenses which affect the Semiconductor Division Business as conducted by Raytheon as of the Closing Date are listed in Schedule 3.5(c) of the Purchase Agreement. 2.4 TRADEMARKS--Except as otherwise set forth in Section 5.7 of the Purchase Agreement, no Trademarks are being licensed or sublicensed pursuant to this Agreement. 3 3. LICENSES AND SUBLICENSES 3.1 RAYTHEON PATENTS, RAYTHEON COPYRIGHTS AND RAYTHEON MASK WORKS--Except as provided in Section 5.7 of the Purchase Agreement with respect to the use of names and marks, Raytheon grants to Company a non-exclusive, worldwide, royalty free, fully paid-up, non-transferable (except as provided in Section 3.4 and 3.5 below) license under the Raytheon Patents, Raytheon Copyrights, and Raytheon Mask Works to use, sell, offer for sale, have sold, import, export, make and have made Licensed Products, provided, however, Raytheon shall not grant any license to a third party under the Raytheon Patents, Raytheon Copyrights or Raytheon Mask Works, to use, sell, offer for sale, have sold, import, export, make or have made Licensed Products unless such third party license is part of a cross-licensing agreement entered into in settlement of a bona fide infringement claim of one or more of the third party's Patents, Copyrights or Mask Works made against Raytheon, Affiliates of Raytheon, their successors in interest and/or their customers, agents and distributors in connection with any product manufactured or sold by Raytheon or any Affiliate of Raytheon, or any service provided by Raytheon or any Affiliate of Raytheon, and except as necessary to settle any infringement claim which is subject to Section 5.11 of the Purchase Agreement. The aforementioned right to license the Raytheon Patents is limited to settlement of a patent infringement suit. The aforementioned right to license the Raytheon Copyrights is limited to settlement of a Copyright infringement suit. The aforementioned right to license the Raytheon Mask Works is limited to settlement of a Mask Work infringement suit. 3.2 RAYTHEON RESTRICTED LICENSED KNOW-HOW--Raytheon grants to Company a non-exclusive, worldwide, royalty free, fully paid-up, non-transferable (except as provided in Sections 3.4 and 3.5 below) license under Raytheon Restricted Licensed Know-How to use, sell, offer for sale, have sold, import, export, make and have made Licensed Products, provided, however, Raytheon will not for a period of ten (10) years from the Closing Date grant a license to any third party under Raytheon Restricted Licensed Know-How to use, sell, offer for sale, have sold, import, export, make or have made Licensed Products. 3.3 RAYTHEON NON-RESTRICTED LICENSED KNOW-HOW--Raytheon grants to Company a non-exclusive, royalty free, fully paid-up, license under Raytheon Non-Restricted Licensed Know-How, provided, however, Raytheon will not for a period of ten (10) years from the Closing Date grant a license to any third party under Raytheon Non-Restricted Licensed Know-How to use, sell, offer for sale, have sold, import, export, make or have made Licensed Products. 3.4 SUBLICENSING--The licenses granted to Company under Sections 3.1, 3.2, and 3.3 above include the right to grant sublicenses to third parties, provided that any such sublicensee agrees in writing to be bound by all applicable provisions of this Agreement in the same way as and to the extent to which Company is bound. 3.5 TRANSFERABILITY--The licenses granted to Company under Sections 3.1 and 3.2 above are not transferable by Company except in the case of a reorganization, merger or transfer in 4 which the Semiconductor Division Business is sold or transferred by the Company to a third party, or to an Affiliate. 3.6 LICENSE TO RAYTHEON. Company hereby grants to Raytheon and Affiliates of Raytheon, a nonexclusive, irrevocable, worldwide, royalty free, fully paid-up, nontransferable (except as otherwise provided below or in Section 5.6 of this Agreement) license, including the right to sublicense, under (i) the patents listed in Exhibit 1 hereto, including any other patents (such as reissues or foreign counterparts) derived therefrom; (ii) the patent applications listed in Exhibit 1 hereto, including all continuation, continuation-in-part, divisional, reissue and similar applications which are derived from any of the aforementioned patent applications, and (iii) any patents issuing from the patent applications which are the subject of subpart (ii) above, to make, have made, use, sell, offer for sale, distribute, export and import products which are not Licensed Products and to perform or have performed services which do not involve the development or manufacture of Licensed Products, including the right to reproduce and distribute copyrighted material and to make derivative works therefrom as necessary in connection with the exercise of the license in this Section 3.6. However, Raytheon and Affiliates of Raytheon are also licensed on the same basis described above in this Section 3.6 to make, have made, use, sell, offer for sale, distribute, export and import products which are either systems or subassemblies of systems and which are claimed in Company IP listed in Exhibit 1 (including the right to perform related services in connection with such products on the same basis described above in this Section 3.6) wherein the system or subassembly incorporates one or more Licensed Products if, and only if, the Licensed Products (i.e., silicon semiconductor devices) (i) are purchased from Company or any Affiliate of Company (as defined in the Purchase Agreement) or (ii) are not available to Raytheon and Affiliates of Raytheon from Company or an Affiliate of Company in required quantities and under reasonable and competitive terms and conditions; and provided, however, that the system or subassembly were not manufactured, sold or under development by or for Company or the Semiconductor Division Business on or prior to the Closing Date. The rights and licenses granted under Section 3.6 are not assignable except as otherwise provided in Section 5.6 of this Agreement, or to any successor in interest (whether by sale, merger, consolidation or otherwise) to all or substantially all of the business to which the license applies. 4. CONFIDENTIALITY 4.1 GENERAL COMPANY--Subject to the conditions set forth herein, Company agrees to hold in confidence and not to divulge, in whole or in part, to any third party (except in confidence to those of its employees and agents who require knowledge of the same and except as otherwise provided below) any Raytheon Restricted Licensed Know-How (including information contained in unpublished patent applications or patent disclosures) disclosed to it pursuant to and in accordance with this Agreement, and further agrees not to use any such Raytheon Restricted Licensed Know-How except for the purposes expressly authorized under Section 3.2 above. Company's obligations hereunder with regard to any such Raytheon Restricted Licensed Know-How shall in any event expire ten (10) years from the date of receipt. 5 4.2 4.2.1 Raytheon shall, and shall use reasonable efforts to cause its Affiliates and their respective directors, officers, employees, agents and representatives ("Raytheon Representatives") to, hold in strict confidence and not to use any Company Know-How in its possession or control except as otherwise provided below. Notwithstanding the foregoing, Raytheon and Raytheon Representatives may use and disclose such information for audit, accounting and tax purposes, and for purposes of fulfilling disclosure and reporting obligations but only to the extent as in the opinion of Raytheon's counsel is required by law or regulation and also for such other purposes as may be expressly authorized by this Agreement or by the Acquisition Agreement. 4.2.2 Raytheon shall not, and shall use reasonable efforts to cause the Raytheon Representatives not to, release or otherwise disclose such Company Know- How to any third party except Raytheon Representatives who have a need to know such and except as necessary for the purposes authorized above provided that any such authorized recipient shall be bound by appropriate obligations of confidentiality which are consistent with those contained in this Section 4.2 except that provided in the case of disclosure required by law or regulation the disclosure may be made pursuant to the protection afforded to confidential information under the applicable law or regulation. 4.2.3 Raytheon shall, and shall use reasonable efforts to cause the Raytheon Representatives, to protect any such Company Know-How to prevent the unauthorized use, disclosure, or publication of such Company Know-How. The restrictions set forth above in this Section 4.2 shall not apply (a) to the extent that disclosure is compelled by judicial or administrative process, or in the opinion of Raytheon's counsel, by other requirements of law, or (b) to any information which Raytheon can show was (i) publicly available prior to the Closing Date or thereafter becomes publicly available without any violation of this Agreement on the part of Raytheon or the Raytheon Representatives or (ii) became available to Raytheon or to any Raytheon Representative from a Person other than Company, who, to the best of Raytheon's knowledge, was not subject to any continuing legally binding obligation to Company to keep such information confidential, (iii) was disclosed to others without restriction by Company or by any party who received such Company Know-How from Company, or (iv) was independently developed by any Raytheon Representative without use of or reliance on Company Know-How. 4.2.4 Raytheon's obligation under this Section 4.2 shall in any event expire ten years from the Closing Date. Raytheon's obligations under this Section 4.2 with respect to the protection of Company Know-How shall be to use the same degree of care, but no less than reasonable care, to prevent the unauthorized use or disclosure of such Company Know-How as it uses with respect to the protection of its own information of like importance, and in no event shall Raytheon or Raytheon Representatives be liable for (i) inadvertent disclosure provided that the aforementioned degree of care has been used and provided that, upon discovery of any such inadvertent disclosure, Raytheon shall endeavor to prevent any further inadvertent disclosure or (ii) for any special, indirect, consequential, incidental, multiple or punitive damages. 6 4.3 COMPELLED DISCLOSURE--Should the Company be faced with legal action or a requirement under Government regulations to disclose Raytheon Restricted Licensed Know-How which is subject to the confidentiality obligations under Section 4.1 above, the Company shall forthwith notify Raytheon, and, upon the request and at the expense of Raytheon, shall cooperate with the Raytheon in contesting such a disclosure. Except in connection with failure to discharge responsibilities set forth in the preceding sentence, neither party shall be liable in damages for any disclosures legally required pursuant to judicial action or Government regulations. 4.4 PERMITTED DISCLOSURES--Notwithstanding anything in the foregoing to the contrary, the Company may disclose Raytheon Restricted Licensed Know-How information or Raytheon Non-Restricted Licensed Know-How information to (i) third parties such as vendors, contractors, customers, auditors, insurers, counsel and the like as necessary in the ordinary course of business in connection with the exercise of the Company's rights under this Agreement, (ii) sublicensees or transferees pursuant to Sections 3.4 and 3.5, or (iii) third party manufacturers, provided that, in each case, such parties are subject to appropriate written obligations of confidentiality at least as restrictive as those contained herein. 4.5 CLASSIFIED INFORMATION--Company acknowledges that Raytheon Licensed Know-How and other Intellectual Property to be disclosed to Company pursuant to this Agreement and/or the Purchase Agreement may be considered as Classified Information by the United States Government and nothing in this Agreement or in the Purchase Agreement shall require Raytheon to disclose Classified Information to Company until such time as Company has received necessary clearances from the Unites States Government to receive same. 5. MISCELLANEOUS PROVISIONS 5.1 PATENT COOPERATION--Raytheon agrees to make its employees reasonably available to Company, at the Company's expense, to assist and otherwise reasonably cooperate in the prosecution of all pending patent applications included within the Company Patents and in the preparation and prosecution of patent applications based on the Company Invention Disclosures, to execute any and all oaths, declarations, assignments, affidavits and any other papers in connection therewith necessary to perfect Company's rights therein, and to cooperate in the defense of the validity of the Company Patents. Such assistance and cooperation includes, but is not limited to, communicating to the Company, or to its successors, assigns and legal representatives, any facts known to the employee respecting the Invention and testifying in any legal proceedings, signing all lawful papers, executing divisionals, continuations, reissues and substitute applications and making all lawful oaths. 5.2 GOVERNING LAW--The interpretation and construction of this Agreement and all amendments hereof and waivers and consents hereunder shall, to the extent the particular subject matter is controlled by state law, be governed by and be construed in accordance with the substantive law of the Commonwealth of Massachusetts without regard to the conflicts of laws principles thereof, except that the United States Federal law shall govern any particular subject matter controlled thereby. 7 5.3 AMENDMENT OF AGREEMENT--No oral explanation or oral information be either party hereto or its representatives shall alter the meaning or interpretation of this Agreement. Except as otherwise expressly incorporated herein by reference, all prior proposals and/or understandings, either verbal or written, with regard to the subject matter of this Agreement are hereby canceled and this Agreement constitutes the entire agreement between the parties with regard to the subject matter hereof. No modification, alteration, addition or change in the terms hereof shall be binding on either party other than as set forth on or subsequent to the date hereof in a written documents signed by a duly authorized representative of the party to be bound thereby. 5.4 NOTICES--All notices, requests and other communications to any party hereunder given or required to be given under this Agreement shall be effective only if in writing and delivered personally or mailed by first class registered or certified mail, postage prepaid, return receipt requested, addressed to the respective addresses of the parties as follows: IF TO RAYTHEON: IF TO COMPANY: Raytheon Company Raytheon Semiconductor, Inc. 141 Spring Street c/o Fairchild Semiconductor Corporation Lexington, Massachusetts 02173 333 Western Avenue Mail Stop 01-00 Attention: Director of Licensing South Portland, Maine 01406 Telecopy: (781) 860-2626 Attention: General Counsel Telecopy: (207) 761-6020 or such other address as such party may hereafter specify in writing to the other party for the purpose by notice to the other party, provided that if time is of the essence, the communication shall be simultaneously sent by telecopier to the telecopy number set forth above. 5.5 NO WAIVER--Failure of a party to insist upon strict adherence to any term of this Agreement on any occasion shall not be considered a waiver or deprive that party of the right to insist later on adherence thereto, or thereafter to insist upon strict adherence to that term or any other term of this Agreement. Any waiver must be in writing in order to be effective. 5.6 SUCCESSORS AND ASSIGNMENT--This Agreement shall inure to the benefit of, and be binding upon, Raytheon and Company and may not be assigned in whole or in party by Company, without the prior written consent of Raytheon, and any such attempted assignment without such consent shall be null and void, except that this Agreement may be assigned, transferred or sublicensed to the extent permitted by Sections 3.4 and 3.5 above, provided that the assignee or sublicensee agrees in writing to be bound by all applicable provisions of this Agreement in the same way and to the same extent as Company is bound. Any such assignment by Company shall not relieve Company of its continuing obligations under Article 4 above. Raytheon shall have the unrestricted right to assign this Agreement 8 to any successor to its business, transferee, or otherwise, subject to the rights and licenses that have been granted to the Company hereunder. 5.7 NO THIRD PARTY BENEFICIARIES--Nothing herein is intended to, or shall be construed to, confer upon any Person not a party hereto any rights or benefits hereunder. 5.8 COUNTERPARTS--This Agreement may be executed in two counterparts, each of which shall be considered an original, but all of which together shall constitute the same instrument. 5.9 SEVERABILITY--If any term or provision of this Agreement or the application thereof to any party hereto or set of circumstances shall, in any jurisdiction and to any extent, be finally held to be invalid or unenforceable, such term or provision shall only be ineffective as to such jurisdiction, and only to the extent of such invalidity or unenforceability, without invalidating or rendering unenforceable any other terms or provisions of this Agreement or under any other circumstances or in any other jurisdiction, and the parties shall negotiate in good faith a substitute provision which comes as close as possible to providing the rights and obligations intended to be provided by the invalidated or unenforceable term or provision, and puts the parties in a position as nearly comparable as possible to the position they would have been in but for the finding of invalidity or unenforceability, while remaining valid and enforceable. 5.10 NO FURTHER REQUIREMENTS--Raytheon shall not be required by anything contained in this Agreement to file in any country an application, mask work, registration, copyright or patent, or to secure any mask work registration, copyright or patent, or once having obtained a mask work registration, copyright or patent, to maintain the mask work registration, copyright or patent in force. 5.11 ASSUMPTION OF RISK--Except to the extent otherwise expressly provided to the contrary in the Purchase Agreement, Company assumes all risk and liability arising from its use of or reliance on Intellectual Property rights assigned or licensed to it by Raytheon pursuant to this Agreement. 5.12 NONASSETION. For the period of the Noncompete, Company agrees not to assert any Company IP against Raytheon, any Affiliate of Raytheon or their customers or distributors with respect to the performance, use, offer for sale, import, export, making (including making for Raytheon or an Affiliate of Raytheon by others on an OEM or subcontract basis) of any product of Raytheon or an Affiliate of Raytheon which is not a Licensed Product or of any service of Raytheon or an Affiliate of Raytheon which is not a foundry service for making Licensed Products, provided, however, that, in addition to the above and to any rights granted under Section 3.6 above, the Company shall not assert any Company IP which is listed in Exhibit 1 for the period of this agreement against Raytheon any Affiliate of Raytheon or their customers or distributors with respect to the performance, use, offer for sale, import, export, making (including making for Raytheon or an Affiliate of Raytheon by others on an OEM or subcontract basis) of any product of Raytheon or an Affiliate of Raytheon which is not a Licensed Product or of any service of Raytheon or an Affiliate of Raytheon which is not a foundry service for making Licensed Products. 9 5.13 DISCLAIMER OF WARRANTIES--Raytheon makes no representation, warranty or indemnification to Company pursuant to this Agreement. All representations, warranties and indemnifications, if any, made by Raytheon to Company regarding the subject matter of this Agreement shall be solely as set forth in the Purchase Agreement and without limiting the general applicability of the foregoing, nothing in this Agreement shall be construed as: (i) a warranty or representation by Raytheon or Company as to the validity or scope of any intellectual property rights; (ii) a warranty or representation by Raytheon or Company that any manufacture, sale, lease, import, use or other disposition of products or services after the Closing Date made pursuant to the intellectual property rights assigned, licensed or sublicensed hereunder will be free from infringement of intellectual property rights of third parties; or (iii) a requirement of Raytheon or Company to bring or prosecute actions or suits against third parties for infringement or misappropriate of any intellectual property rights assigned or licensed hereunder. 5.14 In the event that any third party infringes the Raytheon Patents, Raytheon Copyrights or Raytheon Mask Works in connection with Licensed Products and such infringement is on a commercial scale which causes detriment to Company's business, Raytheon shall give good faith consideration to any request from Company that Company be permitted to take action against such infringement provided that Raytheon does not, in its sole discretion, believe that such action is inconsistent with, or detrimental to, Raytheon's business interests. In the event that Raytheon elects to permit Company to take such action, Raytheon shall permit an action to be brought in its name to the extent required to bring the action and Raytheon shall have a right to participate in such action insofar as Raytheon has an interest and Company will not enter into any settlement agreement relating to the Raytheon Patents, Raytheon Copyrights and Raytheon Mask Works which would jeopardize the scope or validity of the Raytheon Patents, Raytheon Copyrights or Raytheon Mask Works without the express written consent of Raytheon. [remainder of page intentionally left blank] 10 IN WITNESS WHEREOF, each of the parties has caused this Agreement to be executed by its duly authorized representatives: RAYTHEON COMPANY RAYTHEON SEMICONDUCTOR, INC. BY:___________________________ BY:____________________________ Title: Title: IP Assignment Agreement 11 EXHIBIT 1 TO THE INTELLECTUAL PROPERTY ASSIGNMENT AND LICENSE AGREEMENT SUBJECT PRIORITY CASE CNTRY STATUS INVENTOR(S) CODE TITLE DATE PATENT EXP DATE - ----- ----- ------- --------------- ------- ------------------------- -------- -------- -------- 34990 62 4 VINN 2 621 AUTO-ZERO AMP JE1990 161166 36017 91 4 LEE D 620 LOGIC LEVEL COMPENSATOR MY0393 56094 36017 92 4 KONDO A 620 LOGIC LEVEL COMPENSATOR MY0393 56094 36017 93 4 BRYSON S 620 LOGIC LEVEL COMPENSATOR MY0393 56094 36288 91 4 RITTER D 620 PROGRAMMABLE FILTERS JL1894 36288 92 4 BEZZAM I 620 PROGRAMMABLE FILTERS JL1894 DE0197 36716 20 4 BRYSON 3 620 DC-DC CONV CONTROLLER JE2497 86108808 36716 91 4 BRYSON S 620 DC-DC CONV CONTROLLER JE2696 672487 OC2597 36716 92 4 WONG T 620 DC-DC CONV CONTROLLER JE2696 672487 OC2597 36716 93 4 LOMBARD B 620 DC-DC CONV CONTROLLER JE2696 672487 OC2597 36718 91 4 RABY D 620 ADAPTIVE NOTCH FILTER MY1496 649148 JE2697 36718 92 4 ELDON J 620 ADAPTIVE NOTCH FILTER MY1496 649148 36789 91 4 STOICHITA I 620 LARGE SWING DOWN SE3096 727818 CONVERTER 36865 91 4 BRYSON S PROGRAMMABLE STEP DOWN... 36864 91 4 ZHANG M ET AL CMOS RAIL-TO-RAIL INPUT/OUT 36918 91 4 BRYSON S 620 DUAL ADJ VOLTAGE MY0597 REGULATOR 36919 91 4 RITTER D 620 PROGRAMMABLE ACTIVE MY0597 FILTER 36919 92 4 BEZZAM I 620 PROGRAMMABLE ACTIVE MY0597 FILTER 31839 24 7 CATE 2 630 ANALOG MULTIPLIER MR1279 1113160 NO2498 31839 91 7 CATE T 630 ANALOG MULTIPLIER AP0778 4247789 JA2798 31839 92 7 SCHMOOCK J 630 ANALOG MULTIPLIER AP0778 4247789 JA2798 33055 91 7 GILL H 640 CURRENT SOURCE DE2881 4437023 MR1301 SUBJECT PRIORITY CASE CNTRY STATUS INVENTOR(S) CODE TITLE DATE PATENT EXP DATE - ----- ----- ------- --------------- ------- ------------------------- -------- -------- -------- 33311 91 7 FLINK J 621 SLEW-ENHANCED GAIN STAGE DE2388 4902984 FE2007 33311 92 7 VINN C 621 SLEW-ENHANCED GAIN STAGE DE2388 4902984 FE2007 34990 91 7 VINN C 621 AUTO-ZERO AMP JE1989 5061900 OC2908 34990 92 7 SEGARAM P 621 AUTO-ZERO AMP JE1989 5061900 OC2908 35670 91 7 VINN C 620 TRACK AND HOLD CIRCUIT JE2392 5315170 MY2411 35670 92 7 HANG P 620 TRACK AND HOLD CIRCUIT JE2392 5315170 MY2411 35818 91 7 LEE D 860 ATE PIN DRIVER MY0393 5377202 DE2711 35818 92 7 KONDO A 860 ATE PIN DRIVER MY0393 5377202 DE2711 35818 93 7 BRYSON S 860 ATE PIN DRIVER MY0393 5377202 DE2711 35861 91 7 VINN C 620 SLOW RATE BOOSTER JA1293 5317281 MY3111 35861 92 7 HUANG Y 620 SLOW RATE BOOSTER JA1293 5317281 MY3111 35875 91 7 SEREDA M 630 HIGH RESISTANCE BILAYER AU1793 5494845 FE2713 35875 92 7 ZUBRYCKY Z 630 HIGH RESISTANCE BILAYER AU1793 5494845 FE2713 35919 91 7 TANASE G 626 FUNCTION PROGRAMMABLE PMU JA2693 5414352 MY0912 35968 91 7 ROHNER D 630 METALIZATION PROCESS JL2291 5225040 JL0610 35993 91 7 NAYEBI M 620 RECIRCULATING VIDEO A/D FE0394 5389929 FE1412 35993 92 7 HARTULAR A 620 RECIRCULATING VIDEO A/D FE0394 5389929 FE1412 35994 91 7 ROSVOLD W 630 THIN FILM RESISTOR JE2993 5468672 NO2112 36024 91 7 LEE D 620 PIN DRIVER AMPLIFIER MY0393 5357211 OC1811 36024 92 7 KONDO A 620 PIN DRIVER AMPLIFIER MY0393 5357211 OC1811 36024 93 7 BRYSON S 620 PIN DRIVER AMPLIFIER MY0393 5357211 OC1811 36042 91 7 VERNON S 620 D/A CONVERTER SWITCH JL1293 5339078 AU1611 36150 91 7 HSU D 620 DIGITAL PHASE DETECTOR NO3093 5486867 JA2313 36150 92 7 WILLIAMS F 620 DIGITAL PHASE DETECTOR NO3093 5486867 JA2313 36150 93 7 LIU W 620 DIGITAL PHASE DETECTOR NO3093 5486867 JA2313 36190 91 7 KARDONTCHIK J 626 PHASE LOCKED LOOP MY0294 5566204 OC1513 36190 92 7 MOY S 626 PHASE LOCKED LOOP MY0294 5566204 OC1513 36190 93 7 GUEDJ J 626 PHASE LOCKED LOOP MY0294 5566204 OC1513 36717 91 7 RABY D 620 COMB FILTER ARCHITECTURE JE1396 664032 36192 91 7 KARDONTCHIK J 626 PHASE DELAY CIRCUIT AP0894 5399995 MR2112 36192 92 7 MOY S 626 PHASE DELAY CIRCUIT AP0894 5399995 MR2112 36298 91 7 RABY D 620 DECODER WITH PHASE CNTRL SE0694 5526060 JE1113 36299 91 7 RABY D 620 CHROMA/LUMA SEPERATOR SE0694 5424784 STATUS CODES COUNTRY CODES ------------- --------------- 4 Pending Applications 20 TAIWAN 7 Issued Patents 24 CANADA 62 JAPAN 91-94 UNITED STATES