Export/Import Control Compliance Agreement among NEC Corporation, Newport Fab, LLC, and Shanghai Hua Hong NEC Electronics Company, Limited

Summary

NEC Corporation, Newport Fab, LLC, and Shanghai Hua Hong NEC Electronics Company, Limited have agreed to comply with all relevant import and export control laws of China, Japan, and the U.S. HHNEC must maintain a committee to ensure it does not engage in military-related transactions, with NEC and JAZZ each appointing at least one member who can veto non-compliant transactions. If the committee is changed or dissolved without unanimous consent, technology transfer agreements may be terminated. NEC and JAZZ may also audit HHNEC for compliance. The agreement takes effect once all parties sign and a related joint venture contract is effective.

EX-10.47 51 a2123879zex-10_47.htm EXHIBIT 10.47
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Exhibit 10.47

AGREEMENT

ON

THE EXPORT/IMPORT CONTROL COMPLIANCE

NEC Corporation ("NEC"), Newport Fab, LLC ("JAZZ") and Shanghai Hua Hong NEC Electronics Company, Limited ("HHNEC") hereby agree as follows:

1.
HHNEC shall comply with all applicable import/export control laws and regulations (including, but not limited to, those of the PRC, Japan and the U.S.A.).

It is understood and agreed by the Parties that HHNEC shall maintain the Transaction Management Committee (which is the HHNEC's existing internal committee having the full and sole function to observe the HHNEC's policy that HHNEC shall not be engaged in any transaction with military customers and any transaction for military purposes). In the event that the Transaction Management Committee is dissolved or changed without the unanimous approval of the parties hereto, all technology transfer agreements entered into between HHNEC and each of NEC and Jazz shall be immediately terminated at the election of the licensor party (NEC, or JAZZ or both, as the case may be), in which case, the licensor party shall be released from any and all obligations as set forth in such technology transfer agreements and be entitled to claim against HHNEC for all actual losses incurred therefrom.

2.
Each of NEC and JAZZ shall be entitled to designate at least one (1) member of the Transaction Management Committee. Each member of the Transaction Management Committee shall have a veto to block a transaction, for which such member has any evidence to show that such transaction is not consistent with any applicable import/export control laws and regulations or such HHNEC's policy.

3.
Each of NEC and JAZZ may, at its expense, conduct an audit of the HHNEC from time to time to confirm that HHNEC is in compliance with any applicable import/export control laws and regulations and such HHNEC's policy.

4.
This Agreement shall become effective upon the last-to-occur of the following:

    (1)
    signature to this Agreement by the parties hereto, and

    (2)
    effectiveness of the new joint venture contract on the establishment and operation of HHNEC under which JAZZ will make an equity investment in HHNEC.

This Agreement shall be signed in Chinese and English in three (3) originals, each party keeping one (1) original for their records.

NEC Corporation    

By:

 

/s/  GREGORY J. GONIRAN      

 

 
Title:   Gregory J. Goniran    
Date:   M&A Manager    

Newport Fab, LLC

 

 

By:

 

/s/  SHU LI      

 

 
Title:   Shu Li    
Date:   CEO    

Shanghai Hua Hong NEC Electronics Company, Limited NEC Corporation

 

 

By:

 

/s/  K. SHIMAKURA      

 

 
Title:   K. Shimakura    
Date:   VC of Board & President    



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    Exhibit 10.47
AGREEMENT ON THE EXPORT/IMPORT CONTROL COMPLIANCE