Amendment Number One to the Amended and Restated Wafer Supply Agreement between Power Integrations International, Ltd. and XFAB Dresden GmbH & Co. KG, effective as of July 20, 2005

CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT POWER INTEGRATIONS INC. TREATS AS PRIVATE OR CONFIDENTIAL.

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AMENDMENT ONE TO

WAFER SUPPLY AGREEMENT

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This Amendment Number One (the “Amendment”), effective as of July 20, 2005 (“Amendment Date”), amends the Wafer Supply Agreement effective as of May 23, 2003 (the “Agreement”), by and between Power Integrations, Inc. and ZMD Analog Mixed Signal Services GmbH & CoKG.

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RECITALS

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The parties to the Agreement hereby agree to amend the Agreement as follows:

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AMENDMENT

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This Agreement (“Agreement”) is made and entered into as of this 23rd day of May, 2003 (the “Effective Date”), by and between:

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1.23 [***]] TECHNOLOGY: The technology described in all documentation listed in Exhibit D ([***] TECHNOLOGY), including [***] process technology and analog and digital

CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT POWER INTEGRATIONS INC. TREATS AS PRIVATE OR CONFIDENTIAL.

libraries.

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4.6POWER INTEGRATIONS will pay SUPPLIER a [***] licensee fee of [***]] United States dollars (US $[***]) within [***] ([***]) days of the Amendment Date, for which SUPPLIER hereby grants to POWER INTEGRATIONS a non-exclusive, irrevocable, perpetual, royalty-free, non-transferable, worldwide, right and license, under all INTELLECTUAL PROPERTY RIGHTS to use, modify, reproduce, distribute and otherwise exploit in any manner all [***] TECHNOLOGY as part of the POWER INTEGRATIONS PROCESS and any modifications thereto. Without any consent of SUPPLIER, POWER INTEGRATIONS may sublicense the foregoing license to POWER INTEGRATIONS’ SUBSIDIARY so long as the sublicense provides for the protection of SUPPLIER’s CONFIDENTIAL INFORMATION on terms not less protective of SUPPLIER’s rights than those set forth in this Agreement. SUPPLIER will promptly disclose in writing all [***] TECHNOLOGY to POWER INTEGRATIONS upon payment of such [***] license fee.

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CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT POWER INTEGRATIONS INC. TREATS AS PRIVATE OR CONFIDENTIAL.

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In each instance in the Agreement, change “SUPPLIER’s” to “SUPPLIER’S”.

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In Section 1.9 change “POWER INTEGRATIONS, INC.” to “POWER INTEGRATIONS.”

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In Section 4.4, after “may sublicense the”, insert “foregoing license for the”. In Section 5.1.1, delete “an order” and substitute “a PO”.

In Section 5.1.2, after “The output”, insert “of the PILOT PRODUCTION”. In Section 5.2.1 delete “an order” and substitute “a PO”.

In Section 11.1 delete “such”. In Section 12.2 (d) delete “or”.

In Section 12.2(e) after “Agreement” delete the period and add “;or”.

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In Section 12.2 (f) change “a Disclosing Party” to “the disclosing party”. In the paragraph after Section 12.2(f) change:

“that Recipient” to “that the receiving party”;

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“the Recipient must” to “the receiving party must”; and “to such a disclosure” to “to any such disclosure”.

In the first line of Section 13.4 change “A first” to “Either”.

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CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT POWER INTEGRATIONS INC. TREATS AS PRIVATE OR CONFIDENTIAL.

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IN WITNESS WHEREOF, the undersigned parties have caused this Amendment to be executed by their duly authorized representatives.

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CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT POWER INTEGRATIONS INC. TREATS AS PRIVATE OR CONFIDENTIAL.

Exhibit B

Effective as of

July 1, 2005

PRICES

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[***] DC PROCESS WAFER

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Price:[***] layers[***]

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A rebate of [***] dollars ($[***]) shall be applied to each WAFER purchased by PI until [***] ([***]) WAFERS have been accepted by PI.

Delivery times:

VOLUME PRODUCTION[***]

DC PROCESS ENGINEERING WAFER

Price:Std. and non-std. run[***]

Hot run[***]]

Minimum wafer lot size[***]]

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Delivery times:

Standard run[***]]

Hot run[***]]

Non-Standard run[***]]

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MASK TOOLING SET

Price:[***] mask set

([***]][***]] masks)

([***]][***]] masks)[***]]

Individual masks

[***] mask [***]

[***] mask [***]]

Vendors:[***]

ALL PRICES ABOVE WILL BE NEGOTIATED AND PAID IN US DOLLARS.

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CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT POWER INTEGRATIONS INC. TREATS AS PRIVATE OR CONFIDENTIAL.

Exhibit D

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[** [***] INCH TECHNOLOGY

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CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT POWER INTEGRATIONS INC. TREATS AS PRIVATE OR CONFIDENTIAL.

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[***][***][***][***]

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[***][***][***][***] [***][***][***][***]

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CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT POWER INTEGRATIONS INC. TREATS AS PRIVATE OR CONFIDENTIAL.

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CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT POWER INTEGRATIONS INC. TREATS AS PRIVATE OR CONFIDENTIAL.

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CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT POWER INTEGRATIONS INC. TREATS AS PRIVATE OR CONFIDENTIAL.

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