Patent and Technology License Agreement (2014)Full Document 

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PATENT AND TECHNOLOGY LICENSE AGREEMENT

(CCz & DCW Technology)

This Patent and Technology License Agreement ("Agreement"), made and entered into as of [•] and effective as of the Effective Date, is by and between SunEdison, Inc., a Delaware corporation ("SunEdison"), and SunEdison Semiconductor Limited, a company organized and existing under the laws of Singapore and having its registered office at 80 Robinson Road, #02-00, Singapore 068898 ("SSL").

RECITALS

WHEREAS, SunEdison has determined that it would be appropriate, desirable and in the best interests of SunEdison and the shareholders of SunEdison to separate the SSL Business from SunEdison;

WHEREAS, SunEdison and SSL have entered into the Separation Agreement, dated as of [•] (the "Separation Agreement"), in connection with the separation of the SSL Business from SunEdison;

WHEREAS, SunEdison and SSL have entered into the Technology and Joint Development and Rights Agreement, dated as of [•], 2014 (the "Joint Development Agreement"), addressing certain joint technology development circumstances which may take place after the Effective Date;

WHEREAS, following the separation by SunEdison described in the Separation Agreement, SunEdison will cause SSL to make an offer and sale to the public of SSL’s ordinary shares, which will take place pursuant to a registration statement on Form S-1;

WHEREAS, the Separation Agreement also provides for the execution and delivery of certain other agreements, including this Agreement, in order to facilitate and provide for the separation of SSL and its subsidiaries from SunEdison;

WHEREAS, following the separation of the SSL Business from SunEdison under the Separation Agreement, SunEdison will own certain Intellectual Property used or useful in the SSL Field; and

WHEREAS, SSL wishes to obtain from SunEdison a license to use such intellectual property in its respective License Field under the terms and conditions hereinafter set forth.


NOW, THEREFORE, for and in consideration of the mutual covenants contained in this Agreement, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, SunEdison and SSL hereby agree as follows:

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