**Exhibit10.1**

** **

***** TEXT OMITTED AND FILEDSEPARATELY**

**CONFIDENTIAL TREATMENT REQUESTED**

**Under 17C.F.R. Sections 200.80(b)(4) and 240.24b-2**

** **

**CYMER CORPORATIONand INTEL CORPORATION**

** **

**DEVELOPMENTAGREEMENT**

** **

This Agreement(the “Agreement”) is entered into as of January 23, 2004 (“Effective Date”) byand between Cymer, Inc., a Nevada corporation, having a place of business at17075 Thornmint Court, San Diego, CA  92127 and its wholly owned subsidiaries (hereinafter “Cymer”), and IntelCorporation, a Delaware corporation, having its principal place of business at2200 Mission College Blvd., Santa Clara CA 95052 and its subsidiaries(hereinafter “Intel”). Cymer and Intel are sometimes referred to as a “Party”and collectively referred to as the “Parties”.

 

**RECITALS**

 

**WHEREAS,**Intel and Cymer have agreed tocertain commercial provisions, including without limitation the acceleration ofCymer’s Extreme Ultraviolet (“EUV”) source development program to intersectwith Intel’s process roadmap needs by developing and making available underreasonable commercial terms to Intel a 15 – 20W EUV source, a 50W EUV source,and a HVM EUV source.   Additionally, Cymer shall provide certain NTE pricing, delivery,and [...***...] commitments to Intelin the event Intel elects to purchase Cymer EUV Source System(s) resulting fromsuch accelerated development; and

** **

**WHEREAS,**In consideration of such commercialprovisions, Intel has provided funding and agrees to provide Cymer with certainNRE funding under this Agreementand has provided separate licenses to certain ofIntel’s patents related to EUV technology; and

** **

**WHEREAS**, all purchases of EUV SourceSystem(s) developed, manufactured and made available to Intel hereunder shallbe in accordance with the terms of a Corporate Purchase Agreement and anysuccessor agreement thereto (“CPA”) and including all applicable EUV SourceSystem(s) Specific Addenda (“ESA”s). If applicable, Cymer shall cause its salessubsidiaries to honor all sales related commitments made by Cymer under thisAgreement and cause such subsidiaries to offer for sale and sell such EUVSource System(s) to Intel in accordance with the Agreement terms.

** **

**NOW, THEREFORE,** for good and valuable consideration, thereceipt and sufficiency of which is acknowledged, the Parties agree as follows**:**

 

**AGREEMENT**

 

# **1.****                                     ****CONSTRUCTION AND DEFINITIONS**

#  

## 1.1.                              Construction. All references in this Agreement to “Sections” refer to thesections of this Agreement.  As used inthis Agreement, neutral pronouns and any variations thereof shall be deemed toinclude the feminine and masculine and all terms used in the singular shall bedeemed to include the plural, and vice versa, as the context may require.  The words “hereof,” “herein”and “hereunder” and other

 

----

*Confidential Treatment Requested

 

**Confidential**

 

1

----

 

## words of similarimport refer to this Agreement as a whole, as the same may from time to time beamended or supplemented, and not to any subdivision contained in thisAgreement.  This Agreement shall be construedwithout regard to any presumption or other rule requiring construction hereofagainst the Party causing this Agreement to be drafted.

##  

## 1.2.                              Definitions. As used in this Agreement, the following capitalized terms have themeanings provided below:

##  

### (a)                                  EUV Source System(s) shall mean a system including allapparatus to deliver debris-free, in-band, collected photons to theintermediate focus of the EUV lithography system, and as specified in the SOW,including the following programs/generations of Cymer’s EUV Source System:

###  

##### (i)                                     **“Beta Minus Source”** means a 15W – 20W EUV Source System asdefined in the SOW.

#####  

##### (ii)                                  **Beta Source”** means a 50W EUV Source System as definedin the SOW.

#####  

##### (iii)                               **“HVM Source”** means a baseline 100W (or other mutuallyagreed power level) EUV Source System used in High Volume Manufacturing (HVM)as defined in the SOW.

#####  

### (b)                                 Intellectual Property shall mean any or all of the followingand all rights in, arising out of, or associated with EUV SourceSystem(s):  (i) all United States andforeign patents and utility models and applications therefor and all reissues,divisions, renewals, extensions, provisionals, continuations andcontinuations-in-part thereof, and equivalent or similar rights anywhere in theworld in inventions and discoveries (“Patents”); (ii) all trade secrets andproprietary information; (iii) all copyrights, copyrights registrations andapplications therefor and all other rights corresponding thereto throughout theworld (“Copyrights”); (iv) all mask works, mask work registrations andapplications therefor, and any equivalent or similar rights in semiconductormasks, layouts, architectures or topology (“Maskworks”); (v) all industrialdesigns and any registrations and applications therefor throughout the world;and (vi) any similar, corresponding or equivalent rights to any of theforegoing anywhere in the world.

###  

### (c)                                  Non- Recurring Engineering Expense(“NRE”) meansthose monetary amounts payable by Intel upon Cymer’s completion and Intel’sacceptance of the milestones indicated in the SOW.  The aggregate total of NRE payments under this Agreement shallnot exceed [...***...].

 

2

----

 

Total NRE milestone payments by calendar yearare anticipated to be [...***...].

 

### (d)                                 Production Units shall mean EUV Source System(s) readyfor high volume manufacturing (“HVM”) and made available for sale by Cymer toIntel and other third parties.

###  

### (e)                                  Statement of Work (“SOW”) means a statement of work, including themilestones and associated NRE payments, decision points, specifications, andresource levels required to meet the milestones, and including the dates fordelivery of the specific EUV Source System(s) and which shall be developed inconjunction with each type of EUV Source System purchased from Cymer.

###  

### (f)                                  Technical Showstopper means a technical problem which preventsthe development of a Beta Minus Source, Beta Source, or HVM Source, due to thelaws of physics, or as otherwise mutually agreed by the Parties inwriting.   Upon identification of aTechnical Showstopper the Parties shall promptly meet and determine a mutuallyacceptable course of action.

###  

# **2.****                                     ****SCOPE OF WORK**

#  

2.1                                 Developmentof EUV Source System(s).  Cymershall use its reasonable commercial efforts to develop the EUV Source System(s),according to the Statements of Work (and the associated ESAs if applicable) andmutually agreed upon by the Parties. Statements of Work shall be developed for each EUV Source System(s)generation and shall include and address, without limitation, the followingareas:  [...***...].

 

2.2                                 IntelAccess and Assistance.  Cymer willallow Intel reasonable access to Cymer’s EUV Source System(s) programsaddressed under this Agreement and, at Intel’s option, to grant Intel theopportunity to have its personnel observe such programs if believed helpful ornecessary by Intel to meet Intel’s roadmap, schedule or performancerequirements.  In the event suchobservation results in a decision by the Parties to collaborate on developmentof other EUV programs beyond the scope of the current Statement(s) of Work, theParties shall enter into a separate collaboration agreement addressing suchcollaboration, including without limitation, ownership of intellectual propertydeveloped thereunder.

 

2.3                                 Coordinationwith Intel Roadmaps.  Cymer agreesto employ its reasonable commercial efforts to execute all EUV Source Systemprograms to meet Intel’s roadmap/schedule requirements. The Parties shall meetand review such roadmap and schedule requirements in conjunction with the ExecutiveMeetings held during the Agreement Term.

 

2.4                                 ExecutiveMeetings.  Intel and Cymer agreethey will regularly schedule executive reviews of the EUV Source System(s)technology development plan and the schedule (“Executive Meetings”).  The Executive Meetings will occur [...***...]until Cymer

 

3

----

 

makes the first HVM Source available forshipment.  The agenda of such ExecutiveMeetings will be mutually agreed in advance thereof, including withoutlimitations, roadmaps, schedule requirements, non-binding unit forecast,waivers to [...***...] (such waiver(s) to be at Intel’s sole discretion),resolution of corrective action requests to Intel’s reasonable satisfaction,Cymer program spending/funding (including anticipated sale of Beta Minus Sourceand Beta Source) and NRE payments (which may be changed by mutual agreement inthe event it appears to the Parties that new technical or commercial issueswarrant such change).  If necessary, thetiming of [...***...] as set forth in Section 5 shall be changed to align with anyagreed upon roadmap and/or schedule changes.

 

# 2.5                           Coordination of Efforts with Third PartySuppliers. Cymeragrees to engage, coordinate and work with other third party suppliers and subsuppliers as necessary to complete the work contemplated in the SOW.  This may include, but is not limited to,buying components from other suppliers, collaborating with other suppliers, orlicensing other supplier’s intellectual property.  Additionally, Cymer agrees, at its sole discretion, to evaluatewhether to work in the same manner with other third party suppliers with whomIntel has undertaken EUV source or source component development efforts.

#  

# **3.****                                     ****HVM SOURCE PRICING**

#  

3.1                                 Not to Exceed Pricing for HVM Sources. Cymer agrees to meet Intel’s affordability targets by providing Not ToExceed (“NTE”) pricing for HVM Source as set forth below:

 

3.1.1                        The Parties agree that the HVM Source pricing goal is[...***...], however, Cymer agrees that the final HVM Source price will not exceed[...***...].  The not to exceed price isbased on the following assumptions with regard to a [...***...] system:[...***...].     To the extent that EUVindustry generally accepted EUV lithography tool models indicate that an HVMSource of 100 watts (or other mutually agreed upon power level) would actuallydeliver performance of [...***...] but the HVM Source is delivered under thisAgreement with a performance of less than 100 watts (or other mutually agreedupon power level) [...***...]. (Example – HVM Source delivers performance of[...***...].) Failure to meet the NTE pricing shall not be considered a materialbreach of this Agreement provided such failure is due to a TechnicalShowstopper based on the above stated assumptions.

 

**3.2****                              **[...***...]

 

**3.2.1      **[...***...]

 

4

----

 

# **4.****                                     ****TECHNICAL PROGRAM REVIEWS**

#  

## 4.1.                              Technical Program Reviews. Cymer shall provide Intel a [...***...]technical program review for programs conducted in conjunction with the SOW.Upon Intel’s request, such program review may be changed to a [...***...] review inthe event it appears that any program acceleration undertaken hereunder is inany manner in jeopardy of meeting agreed upon milestones/schedules.

##  

# **5.****                                     ****INITIAL SHIP  DATESAND PURCHASE OF EUV SOURCE SYSTEM(S)**

#  

## 5.1.                              Initial Ship Dates. Cymer agrees it will make available for shipment a Beta Minus Source toIntel’s selected lithography tool integrator (or Intel, as mutually agreed) by[...***...], a Beta Source by [...***...], and HVM Source by [...***...], with a targetdate of [...***...]. Cymer agrees to review potential plans to accelerate thedelivery of the Beta Source.  Theaforementioned scheduled availability dates will be extended by a period of[...***...] for Beta Minus Sources (and possible partial extension of less than[...***...] for Beta Sources) if Cymer determines a [...***...].

##  

## 5.2.                              Purchase of EUV Source System(s). Notwithstanding Section 12.1, the Parties acknowledge and agree theterms and conditions regarding the sale of EUV Source System(s) by Cymer toIntel will be governed by the terms of the then current CPA and any amendments,EUV Source System(s) ESAs, Statements of Work and any mutually agreed uponadditions thereto.  Unless otherwiseexpressly indicated, for the purpose of purchase and sale of EUV SourceSystem(s), any inconsistency between the terms of this Agreement, and the abovereferenced agreement shall be resolved in accordance with the terms of thisAgreement.

##  

## 5.3.                              Leadtime and Cancellation of Orders. For the initial [...***...] units of HVM Sources, the lead time for deliverywill be [...***...] After Receipt of Order (“ARO”).  There is no cancellation option for the first [...***...] of HVMSources, however, shipments may be rescheduled once for each such unit for aperiod not to exceed [...***...].  For allHVM Source sales after the initial [...***...], the leadtime for delivery will be[...***...] ARO and the following cancellation table will apply:

 

Cancellation Table**

 
| **DAYS FROM DELIVERY** |   | **[...***...] cancelled units** |   | **GREATER THAN [...***...]  cancelled units** |
|------------------------|--------|---------------------------------------|--------|-----------------------------------------------------|
| [...***...]      |   | [...***...]                     |   | [...***...]                                   |
| [...***...]      |   | [...***...]                     |   | [...***...]                                   |
| [...***...]      |   | [...***...]                     |   | [...***...]                                   |
| [...***...]      |   | [...***...]                     |   | [...***...]                                   |

 

5

----

 

Number of units cancelled isduring a 3 calendar month period (Jan – Mar, Apr – June, July – Sept, Oct –Dec).

 

----

**  The applicable cancellation penalty shall be calculated as thenumber of units canceled times the cancellation percentage times the unitprice.

 

## 5.4                                 EUV Source System(s) [...***...]. Cymer shall provide Intel with the following EUV Source System(s)[...***...] with respect to the various EUV Source System(s) addressed below.  [...***...].

##  

### **(a)****                                 **Beta Minus Sources. [...***...]

###  

### **(b)****                                 **Beta Sources. [...***...]

###  

### **(c)****                                 **HVM Sources. [...***...]

###  

The specific methodology for administering the [...***...] will bedetermined by [...***...].

 

## 5.5                                 [...***...] Additionally, in the event thatCymer is ready to deliver the EUV Source System(s) addressed in Section 5.4(a), (b) and (c) above and Intel’s selected lithography tool integrator is alsoready to accept such delivery and integrate the EUV Source System(s) into theirlithography tool but Intel is either not ready or elects not to issue apurchase order for such EUV Source System(s) (or lithography tools from thelithography tool supplier as the case may be), then [...***...].

##  

# 6.                                       **CONFIDENTIALITY**

#  

## 6.1.                              General.  Disclosuresof confidential and proprietary information by either Party to the other Partypursuant to this Agreement shall be governed by the Intel CorporateNon-disclosure Agreement (“CNDA”) number 6250027.

##  

## 6.2.                              Confidentiality of Agreement and itsTerms.  The Parties hereto shall keep the existenceof this Agreement and its terms confidential and shall not now or hereafterdivulge these terms to any third party except: (a) with the prior writtenconsent of the other Party; (b) as otherwise may be required by law or legalprocess, including to legal and financial advisors in their capacity ofadvising a Party in such matters; (c) during the course of litigation, solong as the disclosure of such terms and conditions are restricted in the samemanner as is the confidential information of other litigating parties; or(d)  in confidence to its legal counsel,accountants, banks and financing sources and their advisors solely inconnection with complying with financial transactions; provided that thedisclosing Party shall provide the other Party with at least 10 days priorwritten notice of such disclosure and the opportunity to assist the other Partyin limiting the disclosure to the extent permissible under applicable law.

 

6

----

 

## 6.3.                              Neither Party may use the other Party’sname or trademarks in advertisement, materials, web sites, press releases,interviews, articles, brochures, banners, letterhead, business cards, projectreference or client listings, without the other’s prior review and writtenconsent.  Notwithstanding the foregoing,it is the Parties mutual intent to develop and make a joint press announcementwith respect to the relationship undertaken pursuant to this Agreement.  Additionally, it is understood that theparties may need to mention or refer to the other party’s name in conjunctionwith responding to third party questions or inquiries regarding mutuallyapproved press releases, joint interviews, etc.  Any such use shall not be deemed to be a violation of thisprovision provided such use is consistent with the mutually approved contentwith respect to which it is undertaken.

##  

# **7.****                                     ****WARRANTIES, COVENANTS AND HOLD HARMLESS**

#  

## 7.1.                              General Warranty. Each Party hereby represents and warrants to the other that: (i) allcorporate action on the part of such Party, its officers, directors andshareholders necessary for the authorization of this Agreement and theperformance of all obligations of such Party hereunder has been taken; and (ii)this Agreement, when executed and delivered, will be a valid and bindingobligation of such Party.

##  

## 7.2.                              No Conflict. Each Party hereby represents and warrants to the other that such Party’smaking of this Agreement and performance hereunder does not and will notviolate any agreement existing between such Party and any third party.

##  

## 7.3.                              Commercial Hold Harmless. Both Parties recognize that the outcome of the business relationshipcreated by this Agreement is uncertain, and therefore this Agreement is not,and shall not be construed as, a commitment by Intel to use Cymer’s products ortechnology.

##  

### (a)                                  Except as otherwise specifically providedin this Agreement under no circumstances shall either Party be liable to theother for costs or damages of any kind, including without limitation,incidental, consequential, special or speculative damages, lost profits or lossof business, in connection with not proceeding with a business relationshipwith Cymer.

###  

### (b)                                 The Parties acknowledge that it would beimprudent and unreasonable to rely upon the expectation of conducting futurebusiness together, and the Parties’ activities under this Agreement shall notbe considered evidence of intent to conduct future business.

###  

### (c)                                  Cymer acknowledges that Intel has apolicy of obtaining multiple qualified suppliers for equipment and materialsused in Intel’s manufacturing, and that Intel may choose to disengage fromworking

 

7

----

 

### with Cymer atIntel’s sole discretion, irrespective of fault on Cymer’s part.

 

### (d)                                 Neither Party shall be precluded fromevaluating, independently developing or marketing technology or productssimilar to those that are the subject of this Agreement.

###  

 7.4          [...***...]

 

# **8.****                                     ****INTELLECTUAL PROPERTY**

#  

## **8.1.****                           **The Parties anticipate that there will beIntellectual Property developed pursuant to the activities undertakenhereunder.  Notwithstanding thisAgreement, all intellectual property developed independently by one Party shallbe owned by that Party. Intellectual Property developed jointly by the Partiesshall be owned as follows:

##  

### (a)                                  All Intellectual Property createdhereunder and directly related to the light sources for semiconductorphotolithography will be owned by Cymer.

###  

### (b)                                 All Intellectual Property createdhereunder and directly related to the photolithography process in themanufacture of integrated circuits, or integrated circuits will be owned byIntel.

###  

### (c)                                  All jointly developed IntellectualProperty hereunder that falls within both (a ) & (b) above or jointlydeveloped intellectual property that falls within neither of (a) nor (b) shallbe jointly owned.

###  

## 8.2                                 [...***...]

##  

# **9.****                                     ****LIMITATION OF LIABILITY**

#  

IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANYINCIDENTAL, CONSEQUENTIAL, INDIRECT, OR SPECIAL DAMAGES OF THE OTHER PARTYARISING OUT OF OR IN RELATION TO THIS AGREEMENT, EVEN IF THAT PARTY HAS BEENINFORMED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL CYMER’SLIABILITY UNDER THIS AGREEMENT EXCEED AMOUNTS RECEIVED FROM INTEL HEREUNDER. 

 

# **10.****                              ****TERM, TERMINATION AND SURVIVAL OF TERMS.**

#  

## 10.1.                        Term. This Agreement shall commence on the Effective Dateand shall terminate [...***...] following the first HVM Source made available forshipment by Cymer to Intel or Intel’s designated lithography tool integrator,unless earlier terminated as provided below or extended by mutual agreement(such period, the “Term”).

 

8

----

 

## 10.2.                        Termination. Either Party may terminate this Agreement for any reason upon providingthe other Party with reasonable prior written notice.  Termination of the Agreement does not terminate other ApplicableDocuments as set forth in section 12.2. The following additional terms shallapply to any Agreement termination prior to the expiration of the Term:

##  

### (a)                                  If Intel cancels for convenience or theParties terminate the Agreement due to a Technical Showstopper in thedevelopment under the SOW; Intel’s rights under Section 11.3 hereunder shallnot apply and Intel shall pay, on a pro-rata basis, for all work in progressalready performed by Cymer with regard to the next scheduled milestone, andCymer shall not owe any monies to Intel.

###  

### (b)                                 If Cymer cancels this Agreement forconvenience Cymer shall repay the NRE monies received.

###  

### (c)                                  If Cymer cancels this Agreement for cause(other than a Technical Showstopper) due to a material breach of the Agreementby Intel and such breach is not remedied within [...***...] of providing Intel withwritten notice of such breach, Intel’s rights under Section 11.3 shall notapply and Cymer shall not owe any monies to Intel. In the event that Intelremedies such breach within [...***...], any resulting impact (direct or indirect)to the SOW milestone schedule shall be addressed by the Parties.

###  

### (d)                                 If Intel cancels this Agreement for cause(other than a Technical Showstopper) due to a material breach of the Agreementby Cymer and the breach is not remedied within [...***...] of providing Cymer withwritten notice of such breach, Intel’s rights under Section 11.3 shall apply.

###  

## 10.3.                        If Cymer materially breaches thisAgreement, including [...***...] (except for causes beyond the control of Cymer),or does not address the topics for agenda of the Executive Meetings as setforth in Section 2.4, and the breach is not remedied within [...***...] of receiptof written notice, then this Agreement shall immediately terminate[...***...].  For clarity, a breach of[...***...], or termination for convenience or termination due to a TechnicalShowstopper are not a material breach of this Agreement.

##  

## 10.4.                        Survival.  Sections 1,3 (but only upon Agreement expiration as incorporated into a CPA), 6, 7 (butSection 7.4 only upon Agreement expiration as incorporated into a CPA), 8.1, 9,10 (to the extent needed to implement the rights and remedies set forththerein), 11.1, 11.3 and 12 shall survive expiration or termination of thisAgreement for any reason. No termination or expiration of the Agreement shallserve to terminate any EUV Source System purchase order issued by Intel

 

9

----

 

## pursuant to theterms of this Agreement prior to the effective date of such termination orexpiration.

 

# **11.****                              ****FORCE MAJEURE, BUSINESS CONTINUITY AND LICENSE RIGHTS**

#  

## 11.1.                        Force Majeure. If the performance of this Agreement or any obligations hereunder (otherthan payment of money) is prevented, restricted, or interfered with by thereasons of acts of God, acts of an governmental authority, riot, revolution,fires, or war, or other cause beyond the reasonable control of the Partieshereto (“Force Majeure”), the Party so effected shall be excused from suchperformance until such Force Majeure is removed, provided that the Party soeffected shall use its reasonable commercial efforts to avoid or remove suchcauses of non-performance and shall continue performance hereunder with theutmost dispatch whenever such causes are removed.

##  

### (a)                                  Adjustments. In the event that any delay in performance pursuant to this Section 11.1extends for more than thirty (30) days, the Parties shall enter into good faithdiscussions concerning changes in any milestone schedules.

###  

11.2                     BusinessContinuity Plans.  Cymer agrees todevelop alternate strategies for production in order to secure the continuationof Cymer’s manufacturing capability in the case of Force Majeure or otherunforeseen events that could result in manufacturing disruption.

 

11.3                     LicenseRights.  The rights set forth inthis paragraph shall apply if any of the following conditions (“TriggerEvents”) occur:

 

•                  Cymer entersinto bankruptcy or ceases to conduct business in the normal course.

•                  Cymer entersinto any agreement for the benefit of creditors.

•                  Cymer is unableto obtain any necessary SEMI, CE or other similar safety and compliancecertifications.

•                  If Cymer causesany material breach of the Agreement, such as a breach of contractual [...***...]provisions with Intel, and such breach is not cured within [...***...] of receiptof written notice.  For clarity, afailure to [...***...] due to Force Majeure event(s) or or causes directly controlledby Intel shall not be deemed a Trigger Event.

•                  Cymer fails to[...***...].  In the event Cymer [...***...]prior to the License Right obligation being triggered.  For clarity, the License Right is nottriggered if Cymer has cured the failed milestone within 6 months.

 

In case of a Trigger Event, Cymer shall grant to Intel the followingLicense Rights: [...***...].  Further, theParties agree to meet and discuss possible

 

10

----

 

ways to mitigate the impact of such Trigger Events to Intel.  The License Rights granted herein shall belimited to [...***...] systems [...***...] only.

 

# **12.****                              ****MISCELLANEOUS**

#  

## 12.1.                        Merger, Modification, Waiver. Except for the other applicable documents mentioned below in provision12.2, this Agreement contains the entire understanding between Intel and Cymerwith respect to the subject matter hereof, and merges, and supersedes all priorand contemporaneous agreements, dealings and negotiations.  No modification, alteration or amendmentshall be effective unless made in writing, dated and signed by duly authorizedrepresentatives of both Parties.  Nowaiver of any breach hereof shall be held to be a waiver of any other orsubsequent breach.

##  

## 12.2.                        Other Applicable Documents. This Agreement shall incorporate by reference the following additionalterms: Intel Corporate Non Disclosure Agreement #6250027, a Corporate PurchaseAgreement and any successor agreement thereto (“CPA”) and including allapplicable EUV Source System Specific Addenda (“ESA”s) , and any applicableamendments or additions to the foregoing (“Appliable Documents”). [...***...]

##  

## 12.3.                        Choice of Law and Jurisdiction. This Agreement shall be governed by and construed in accordance with thelaws of the State of California, without reference to its conflicts of lawprinciples.  Each Party hereby agrees tojurisdiction and venue in the courts of the State of California or federalcourts located in California for all disputes and litigation arising under orrelating to this Agreement.

##  

## 12.4.                        Relationship of the Parties. This Agreement is not intended to be, nor shall it be construed as, ajoint venture, association, partnership, franchise or other form of businessrelationship.  Neither Party shall havenor hold itself out as having any right or power or authority to assume,create, or incur any expense, liability or obligation, expressed or implied, onbehalf of the other Party, except as expressly provided herein.  Except as expressly agreed, each Party shallbear its own costs and expenses incurred under or in conjunction with itsperformance of its obligation contained in this Agreement.

##  

## 12.5.                        Assignment.  During theAgreement Term the rights and obligations of the Parties under this Agreementmay not be assigned, whether by operation of law or otherwise, without theprior written consent of the other Party, which consent may not be unreasonablywithheld. Any such attempted assignment shall be null and void. Notwithstandingthe foregoing, Intel shall be allowed to unilaterally assign this Agreement toany of its wholly owned subsidiaries upon written notice to Cymer.   Each Party reserves the right to withholdany required consent if in its good faith reasonable judgment, the proposedassignee in not capable of meeting the rights and obligations under theAgreement.  Subject to the foregoing,this

 

11

----

 

## Agreement shallinure to and benefit and bind the successors and permitted assigns of theParties.

##  

## 12.6.                        Notices.  All notices,demands or consents required or permitted hereunder shall be in writing andshall be delivered, sent by facsimile (with confirmation copy by mail) ortelex, or mailed to the respective Parties at the addresses first set forth inthe first paragraph of this Agreement or at such other address as shall havebeen given to the other Party in writing for the purposes of this clause.  Such notices and other communications shallbe deemed effective upon the earliest to occur of (i) actual delivery, (ii)five (5) days after mailing, addressed and postage prepaid, returned receiptrequested, as aforesaid, or (iii) one (1) business day after transmission bytelex, telegram or facsimile where receipt has been confirmed by the same typeof transmission or in writing received by the sender.

##  

## 12.7.                        Severability. The provisions of this Agreement are severable and if any one or moresuch provisions shall be determined to be invalid, illegal or unenforceable, inwhole or in part, the validity, legality and enforceability of any of theremaining provisions or portions thereof shall not in any way be affected orimpaired thereby and shall nonetheless be binding between the Parties hereto.

##  

## 12.8.                        Titles and Headings. Titles and headings to Sections herein are inserted for convenience ofreference only and are not intended to affect the meaning or interpretation ofthis Agreement.

##  

## 12.9.                        Dispute Resolution. All disputes arising directly under the express terms of this Agreementor the grounds for termination thereof shall be resolved as follows:  The senior management of both Parties shallmeet to attempt to resolve such disputes. If the senior management cannot resolve the disputes, either Party maymake a written demand for formal dispute resolution and specify therein thescope of the dispute.  Within thirty(30) days after such written notification, the Parties agree to meet for one(1) day with an impartial mediator and consider dispute resolution alternativesother than litigation.  If analternative method of dispute resolution is not agreed upon within thirty (30)days after the one day mediation, either Party may begin litigationproceedings.

##  

## 12.10.                  Liquidated Damages. Subject to the terms of Sections 9 &10 of this Agreement, [...***...].

##  

## 12.11.                  Payments. Unless expressly indicated otherwise, all paymentsdue and payable by a Party shall be made within thirty (30) days of the duedate.

##  

## 12.12.                  Counterparts. This Agreement may be executed in multiple counterparts, each of whichshall be deemed an original, but all of which shall constitute one and the sameinstrument.

 

12

----

 

**IN WITNESS WHEREOF,** the Parties have caused this Agreementto be executed by duly authorized officers or representatives to be effectiveas of the date first above written.

 
| INTEL  CORPORATION | CYMER, INC.         |
|--------------------|---------------------|
|               |                |
|               |                |
| By:                | /s/ CHRIS  PHILIPPI |   | By: | /s/ ROBERT  P. AKINS |
|               |                |
| Name:              | Chris  Philippi     |   | Name: | Robert P.  Akins |
|               |                |
| Title:             | Business  Manager   |   | Title: | CEO |
|               |                |
| Date:              | January 28th,  2004 |   | Date: | January 23,  2004 |
|                    |                     |  |  |  |  |  |  |  |  |

 

13

----

 

**Exhibit A:**

 

**STATEMENT OF WORK & NRE PAYMENTMILESTONES**

 

14

----

 

**Addendum A**

** **

**Project PrismStatement of Work**

**Cymer**[...***...]**EUV SourceSystem Development**

 

**Objectives of the program:**

 

•                  Evaluate designconcepts to produce a robust [...***...] EUV light source to support productionsemiconductor EUV lithography.

 

•                  Develop **Beta Minus****(15 Watt)** [...***...] EUVprototype light source system to support early generation EUV Lithographyscanner tools [...***...]

 

•                  Develop **Beta****(50Watt)** [...***...] EUV light source to support process development EUVLithography scanner tools [...***...]

 

•                  Develop **HVM** (high volume manufacture) **(100 Watt)**[...***...] EUV light source to support production generation EUV Lithographyscanner tools [...***...]

 

**Project Roadmap (top level planning):**

 

[...***...]

 

0.               **Administrative/Planning**Cymer and Intel will hold, at a minimum, [...***...] phone meetings and [...***...]face-to-face progress review meetings. The time and place of the meetings willbe determined later.  At every secondprogress review meeting, Cymer and Intel will assess the scope and direction ofthe remaining part of the agreement and will mutually agree to changes in thetasks, deliverables, or overall direction, as required.  Both parties recognize at the inception ofthis aggressive development program that changes in this SOW (including anydetailed specifications cited) may be required due to unforeseen circumstancesor changing priorities.  Cymer will makeall reasonable efforts to meet the spirit of the tasks to best advance theoverall progress in EUV light source development in support of the Intel’s [...***...] roadmap. On an annual basis, Cymer and Intel will complete a technology riskassessment towards achieving HVM EUV source output power and cost-of-ownershiprequirements.  This assessment will takeinto account any new information made available since the last risk assessment.The external development agreements referenced in the tasks below will bethoroughly evaluated and prioritized over the first [...***...] of the contract.  At the first face to face progress review, Cymer will review allof the external development agreements and the development plans which willcover [...***...] system assemblies,labs, schedules, external contracts, etc.

 

1

----

 

With Intel’s assistance, Cymer will develop a EUV cost of ownershipmodel to determine the financial feasibility of the “best” EUV sourcetechnology path selected.  These resultswill be reviewed at each scope assessment review meeting outlined above.

 

**0.1.1.****   **Collaborationkickoff [...***...]

 

**0.1.2.****   **Comprehensiveplan for external development agreements [...***...]

 

**0.1.3.****   **Review detailedprogram plan [...***...]

 

**0.1.4.****   **End Year 1Executive Review [...***...]

 

**0.1.5.****   **Review reviseddetailed program plan for 50 W Beta [...***...]

 

**0.1.6.****   **End Year 2Executive Review [...***...]

 

**0.1.7.****   **Mid Year 3Executive Review [...***...]

 

**0.1.8.****   **Review reviseddetailed program plan for 100W HVM [...***...]

 

**0.1.9.****   **End Year 3Executive Review [...***...]

 

1.     **Evaluatedesign concepts to produce a robust**[...***...]**EUV light source**[...***...]

** **

During thefirst [...***...] of thecontract, there will be a focus on the investigation of basic concepts andcritical issues that will affect the overall technical direction of thedevelopment of HVM light sources.  Thesebasic studies will lead to the construction of an initial EUV [...***...] source capable of demonstrating keyperformance parameters relevant for the successful implementation of HVM EUVlithography.  This prototype system willcontain [...***...] defined througha series of concept and feasibility (C&F) investigations in each criticalarea of the [...***...] light sourcesystem: [...***...].  Each C&F study is intended to quicklyprobe the relevant issues in their respective disciplines with the goal ofdetermining the “best” path for the [...***...] and Beta Minus level sources.  Aninitial expected configuration of these elements would be an [...***...]. Additionally, [...***...]equipment will be constructed to verify EUV source output power.  This [...***...] prototype system will be able to produce the equivalent of [...***...] at the intermediate focus at full geometricefficiency and will serve as a good early representation of the [...***...] technology that will be required for the HVMsolution.

 

**1.1. Assembly andtest of**[...***...]**system**[...***...]

 

2

----

 

Cymerwill design, assemble, and test an [...***...] system [...***...] based on the results of the C&F investigations performed in each ofthe critical technical areas of the overall system. This [...***...] will allow the first measurements of systemlevel performance to understand the overall integration and interdependency ofthe individual system components.

 

**Technical Milestones/Deliverables**

 

**1.1.1.****   **Operational[...***...] prototype EUV source system [...***...]

 

**1.1.2.****   **Data Review of[...***...] prototype system performance [...***...]

 

**1.2. Determination of**[...***...]**for**[...***...]**generation**

 

Cymer will evaluate suitable [...***...] candidates to support [...***...] development.  Initial experiments will be made using a [...***...]. Access to [...***...] will beinvestigated with external suppliers and incorporated into the test plan asrequired.  [...***...].  Cymerwill acquire or build metrology equipment to collect data on EUV sourceoperating parameters.  Additional dataon other EUV source parameters may be collected, as required or by mutualagreement between Cymer and Intel.

 

**1.2.1.****   ****Build**[...***...]**evaluation**[...***...]

 

Cymerwill design and assemble a [...***...] for evaluation of critical EUV [...***...] requirements. The [...***...]will be based on the [...***...]setup and will be able to deliver up to [...***...].  Additionally, Cymer willacquire a commercial, [...***...].  The [...***...] allowing the investigation of [...***...] as a function of [...***...]and will allow comparison of the results from the [...***...]. Cymer will also assemble a [...***...] with [...***...] quality toinvestigate operational issues for a [...***...] at these performance levels.

 

**Technical Milestones/Deliverables**

 

1.2.1.1.       Commercial [...***...]operational [...***...]

 

1.2.1.2.       [...***...] operational [...***...]

 

1.2.1.3.       [...***...] operational [...***...]

 

1.2.1.4.       [...***...] operational [...***...]

 

1.2.1.5.       [...***...] operational [...***...]

 

3

----

 

**1.2.2.****   ****Gain access to**[...***...]

 

Cymerwill attempt to establish a working agreement (if required), which allowsaccess to a [...***...], for EUV source power scaling experiments.

 

**Technical Milestones/Deliverables**

 

1.2.2.1.       Agreementin place for access to [...***...] for [...***...] evaluation experiments [...***...]

 

**1.2.3.****    Determine optimum**[...***...]**requirements**

 

[...***...]

 

**TechnicalMilestones/Deliverables**

 

1.2.3.1.       Reviewpublished literature on benefits of [...***...]

 

1.2.3.2.       Determinethe optimum requirements for the [...***...]

 

1.2.3.3.       Datareview leading to recommendation of [...***...]

 

1.2.3.4.       Develop[...***...] system [...***...] in section 1.1.1 [...***...]

 

**1.3.  Determinationof optimum source element and delivery for**[...***...]

 

[...***...] elements have become the favoredtechnical approach to reaching higher EUV power output through [...***...].  Previous work at Cymer, and results from theindustry, indicate that [...***...] are excellent prospects for higher efficiencyat [...***...].  This result for [...***...] hasbeen recently confirmed at several independent labs.  Other than our early [...***...] investigations, the use of [...***...]as a viable source element has so far been ignored in both [...***...] and [...***...]EUV source applications.  A [...***...],based on Cymer’s [...***...], (see section 1.2.1) will be constructed to carry outdirect studies of EUV emission from [...***...] targets.  Initially, the [...***...] will be used to probe the [...***...].  These experimental results will also becompared to modeling to determine if [...***...] is warranted.  After this initial C&F period to verifythe fundamental CE properties of these [...***...] materials, a more complex[...***...] system will be developed and introduced.  Further investigations will then be performed to optimize CEapproaching the theoretical maximum determined by modeling.  Critical variables such as [...***...] alongwith target delivery parameters such as [...***...], etc will be examined todetermine the optimum system architecture for further development.

 

4

----

 

**1.3.1.****   ****Determine fundamental sourceelement conversion efficiency**

 

A [...***...] will be constructedto carry out direct studies of EUV emission from [...***...] targets.  The [...***...] will be used to probe theintrinsic conversion efficiency.  CEmetrology will be benchmarked to performance on Cymer’s [...***...] source.Additionally, Cymer will investigate external collaborations for validation ofCE measurements.  It is currentlythought that demonstration of a conversion efficiency of greater than [...***...]will be required to satisfy HVM power and commercial considerations.

 

**TechnicalMilestones/Deliverables**

 

1.3.1.1.       Preliminary review of[...***...] (and others as available) source element conversion efficiency [...***...]

 

1.3.1.2.       Evaluatea development agreement with [...***...] (or other suitable group) to probe the CE as a function of severalparameters: [...***...]

 

1.3.1.3.       Determination of optimalsource element based on studies of intrinsic conversion efficiency and [...***...]concerns [...***...]

 

**1.3.2.****   ****Construct**[...***...]**sourceelement**[...***...]

 

Theinitial [...***...] source element [...***...] will allow for simple experiments with [...***...] materials to investigate intrinsic CE ofmaterials such as [...***...].  This will be followed by an investigationinto the various methods to produce [...***...] source element [...***...].

 

**Technical Milestones/Deliverables**

 

1.3.2.1.       Asimple [...***...] source element [...***...] compatible with different source elementsoperational [...***...]

 

**1.3.3.****   ****Source element delivery andrecovery**

 

Cymerwill evaluate the [...***...]elements and [...***...]concepts.  Cymer will also evaluatesuitable [...***...] (section1.3.2), [...***...] to support [...***...]. These experiments will take into account the variables evaluated underthe [...***...].  Cymer will investigate

 

5

----

 

various techniquesfor delivering [...***...].  These studies will culminate with theconstruction of a [...***...] to beincorporated into the system [...***...].  Key operational variables suchas [...***...] will beconsidered.  Other considerations willbe [...***...] etc.

 

**Technical Milestones/Deliverables**

 

1.3.3.1.       Datareview on the various techniques to produce [...***...] and recommendation of “best” concepts [...***...]

 

1.3.3.2.       Evaluatea development agreement with [...***...] (or other suitable group) to probe the [...***...]

 

1.3.3.3.       Preliminary data review on[...***...]

 

1.3.3.4.       Final Data review leadingto the recommendation of [...***...]

 

1.3.3.5.       [...***...] source operational [...***...]

 

**1.3.4.****   ****Develop**[...***...]**model with**[...***...]

 

Cymerwill initiate [...***...] at [...***...] (or other suitable group) to determine [...***...].  Theobjective of this work is to develop a predictive model, which agrees withexperimental results to further optimize overall CE performance.

 

**TechnicalMilestones/Deliverables**

 

1.3.4.1.       Evaluatea development agreement for [...***...]

 

1.3.4.2.       Objectivesfor [...***...] defined [...***...]

 

1.3.4.3.       Datareview of initial [...***...]progress and comparison to experimental results [...***...]

 

**1.4.        ****DebrisMitigation and**[...***...]**Technology**

 

Debris mitigation encompasses physical debrisgenerated from the operation of the EUV source (especially with [...***...]) and debris that degrades the opticalcomponents within the system. It also includes contamination from all sourcesin the system (such as [...***...])which may interact with optical components causing degradation [...***...], or sputtering of other surfaces induced by [...***...] from the [...***...]. These mechanisms can contribute to thedegradation of the system efficiency by either directly sputtering the [...***...] and/or [...***...].  Cymer will evaluate effectivedebris mitigation techniques including [...***...] to mitigate the effects of the above mechanisms.

 

6

----

 

Cymer will also evaluate the [...***...] with several witness samples. [...***...] is known to be highly reactive with mostmaterials, so Cymer will also investigate manufacturing methods and materialsthat are immune to these reactive effects. A critical question that will be answered during this initial phase ofinvestigation is whether [...***...]can be fully removed from the [...***...] without damage and if some [...***...] remain, whether they can be removed non-destructively.  Further, Cymer will investigatecontamination protection techniques to prevent contamination of other systemoptics such as the [...***...].  Cymer will also design a “clean” [...***...] that minimizes the sources of contaminationand allows for easy serviceability of all of the consumable components.  This vessel will be an integral part of the [...***...] system and will house the [...***...] system, the [...***...] system, and all necessary [...***...] to verify system performance.

 

**TechnicalMilestones/Deliverables**

 

1.4.1.1.       Obtain a [...***...] forcontamination experiments [...***...]

 

1.4.1.2.       Evaluation of debris issuesand concepts to mitigate [...***...]

 

1.4.1.3.       [...***...] standards developedfor debris measurement [...***...]

 

1.4.1.4.       Debris mitigation conceptsreview [...***...]

 

1.4.1.5.       Review results fromcontamination experiments [...***...]

 

1.4.1.6.       Contract for [...***...] awarded[...***...]

 

1.4.1.7.       Completed debris mitigation[...***...] integrated into [...***...]

 

**1.4.2.****    Determinationof**[...***...]**sputter yield on**[...***...]

 

[...***...] generated from the [...***...] are a great concern to lifetime of the [...***...] of the [...***...].[...***...] have been shownto destroy the [...***...] through a[...***...].  No data to date has been taken on thegeneration of [...***...].  Cymer will measure [...***...] emitted from the [...***...] and assess their impact on [...***...]. Cymer will form a development agreement with the [...***...] (or other suitable group) to determine the [...***...] of [...***...] on [...***...].

 

**TechnicalMilestones/Deliverables**

 

1.4.2.1.       Evaluatea development agreement with [...***...] (or other suitable group) to measure [...***...] on [...***...]

 

1.4.2.2.       Objectivesfor [...***...] work defined [...***...]

 

7

----

 

1.4.2.3.       Reviewinitial results on [...***...]

 

**1.4.3.****   **[...***...]**studies**

 

While it is thought that [...***...] will protect it from [...***...], other [...***...] have much [...***...].  Cymer will investigate [...***...] and their effectiveness at removing [...***...] and other sources of contamination while notdamaging the delicate [...***...]

 

**TechnicalMilestones/Deliverables**

 

1.4.3.1.       Evaluatea development agreement with [...***...] (or other suitable group) to perform [...***...]

 

1.4.3.2.       [...***...] experimental setup constructed [...***...]

 

1.4.3.3.       Reviewresults of [...***...]

 

**1.4.4.****   **[...***...]**Assembly**

 

Acritical element in the efficiency of the EUV light source system is theability to [...***...].  There are many critical technologies aroundthe development of a [...***...].  These include: [...***...].  Dueto the critical nature of [...***...]and its effect on the system cost of ownership, Cymer will investigate the [...***...]. Considerations such as [...***...] are intertwined with some of the [...***...] issues also to be addressed.  Cymer will establish a development agreementto produce an integrated [...***...],determine the most suitable [...***...]. In addition, Cymer will try to integrate a [...***...] assembly. Development of [...***...] capable of [...***...] will also be investigated.

 

**1.4.5.****   **[...***...]**design**

 

**TechnicalMilestones/Deliverables**

 

1.4.5.1.       [...***...] completed [...***...]

 

1.4.5.2.       Contractfor [...***...] in place. [...***...]

 

1.4.5.3.       [...***...] completed [...***...]

 

**1.4.6.****   **[...***...]**fabricationTechnical Milestones/Deliverables**

 

1.4.6.1.       Data review on based oncompletion and testing of a [...***...]

 

8

----

 

1.4.6.2.       Completed [...***...]

 

1.4.6.3.       Completed [...***...]

 

**1.4.7.****   **[...***...]

 

A critical element in the conceptual designof an [...***...] systemusing [...***...], as a sourceelement, is the need to keep the [...***...] of any [...***...].  This is accomplished by [...***...]. Development of a [...***...]is required.  Cymer proposesestablishing a development agreement with the [...***...] (or other suitable group) to do fundamentalresearch in [...***...]. Thisagreement will also allow the [...***...] to be applied to test samples sent to Cymer for [...***...]. Another potential limitation of [...***...] is [...***...]. This effectwill be evaluated at [...***...].

 

**Technical Milestones/Deliverables**

 

1.4.7.1.       Attempt to establish [...***...]

 

1.4.7.2.       Preliminary results for[...***...]

 

1.4.7.3.       Delivery of initial samplesto Cymer for [...***...]

 

**2.****              BetaMinus (15 Watt)**[...***...]**EUV source prototype to support early generation EUVscanner development**[...***...]

 

Cymer will apply itsfive-phase stage-gate Product Development Process (PDP) to reduce the schedulerisk for the first shipping system; the 15 W Beta Minus prototype.  Since this system is a single unit prototypenot destined for full production, only PDP phases 1-3 will be required.  At the end of the C&F investigations insection 1 (near the completion of PDP Phase 1 *Conceptand Feasibility*), Cymer will formalize a specific and discreteproduct development program with the objective of delivering a 15W****[...***...] source system to a [...***...] in the [...***...].  During PDP phases 2 (*Demonstration*) and 3 (*Product Design*), several internal [...***...] source system prototypes each withsuccessively improved performance and capability will be constructed.  (The initial system [...***...]is described in section 1.1.)  In PDP phase 2, performance of all critical technologiestogether in a complete system will be demonstrated.  Early in PDP phase 3, the configuration of the shipping systemwill be frozen in preparation for shipment.  In addition, the performance specification for the shipping system willbe finalized in Phase 3 and the 15W [...***...] source system will be built and tested per the agreed uponspecification with the Integrator.

 

The preliminary targetspecifications for a 15W Beta minus source are provided in Table 1. These specifications will be used toevaluate progress against milestones in the absence of specifications from

 

9

----

 

the integrators. Thesetarget specifications can be modified based on discussions with the integratorsor by mutual agreement between Intel and Cymer.  Cymer will work with the Integrators to develop the appropriatedetailed performance specifications, test protocol, interface requirements, androadmap alignment to integrate the Beta Minus source into the Integrator’searly EUV development plans. Intel will assist in roadmap and specificationalignment discussion with the Integrator, as needed. Cymer will develop thenecessary supply base to support development of the Beta Minus source.

 

**TechnicalMilestones/Deliverables**

 

**2.1.1.1.****  **PDP phase 1 gate reviewcompleted and approval to proceed to PDP phase 2 granted [...***...]

 

2.1.1.2.       Source system [...***...]operational and demonstrate performance of critical technologies [...***...]

 

2.1.1.3.       Establish 15W prototype[...***...] source specification with [...***...]

 

2.1.1.4.       15W [...***...] source systemshipping configuration established [...***...]

 

2.1.1.5.       PDP phase 2 gate reviewcompleted and approval to proceed to PDP Phase 3 granted [...***...]

 

2.1.1.6.       Make available to ship 15WBeta Minus [...***...] source to integrator [...***...]

 

**3.****              Develop Beta (50 Watt)**[...***...]**EUV light source to support process development EUVLithography scanner tools**[...***...]

 

Cymer will apply itsfive-phase stage-gate Product Development Process (PDP) to reduce the schedulerisk for the 50 W Beta source.  Sincethis system is not destined for full production, only PDP phases 1-3 will berequired.  Near the completion of PDPPhase 1 *Concept and Feasibility*,Cymer will formalize a specific and discrete product development program withthe objective of delivering a 50W****[...***...] source system to a [...***...] at the [...***...].  In PDP phase 2, performanceof all critical technologies together in a complete system will bedemonstrated.  Early in PDP phase 3, theconfiguration of the shipping system will be frozen in preparation for theshipment.   In addition, the performancespecification for the shipping system will be finalized in Phase 3 and the 50W [...***...] source system will be built and tested perthe agreed upon specification with the Integrator.

 

The preliminary targetspecifications for a 50W Beta source are provided in Table 1. These specifications will be used toevaluate progress against milestones in the absence of specifications from theintegrators. These target specifications can be modified based on discussionswith the integrators or by mutual agreement between Intel and Cymer.  Cymer will work with the Integrators todevelop the appropriate detailed performance specifications, test protocol, interfacerequirements, and roadmap alignment to integrate the Beta source into theIntegrator’s EUV development plans. Intel will assist in roadmap and

 

10

----

 

specification alignmentdiscussion with the Integrator, as needed. Cymer will develop the necessary supply base to support development ofthe Beta source.

 

**3.1.1.****    Technical Milestones/Deliverables**

 

3.1.1.1.       PDP Phase 1 Gate Reviewcompleted and approval to proceed to PDP Phase 2 granted [...***...]

 

3.1.1.2.       Establish Beta 50W [...***...]Source Specification with [...***...]

 

3.1.1.3.       Demonstrate 50W performanceinternally [...***...]

 

3.1.1.4.       50W [...***...] Source Systemshipping configuration established [...***...]

 

3.1.1.5.       PDP Phase 2 Gate Reviewcompleted and approval to proceed to PDP Phase 3 granted [...***...]

 

3.1.1.6.       Make Available to Ship 50WBeta [...***...] Source to Integrator [...***...]

 

**4.****              Develop HVM (highvolume manufacture) (100 Watt)**[...***...]**EUV light source to support productiongeneration EUV Lithography scanner tools**[...***...]

 

Cymer will apply use its five-phasestage-gate Product Development Process (PDP) to reduce the schedule risk forthe 100 W HVM source.  Near thecompletion of PDP Phase 1 *Concept andFeasibility*, Cymer will formalize a specific and discrete productdevelopment program with the objective of delivering a 100W [...***...] source system to a [...***...] at the [...***...].  In PDP phase 2, performanceof all critical technologies together in a complete system will bedemonstrated.  Early in PDP phase 3, theconfiguration of the shipping system will be frozen in preparation for thefirst shipment and the initial life tests are commenced.   In addition, the performance specificationfor the shipping system will be finalized in Phase 3 and the 100W [...***...] source system will be built and tested perthe agreed upon specification with the Integrator.  In PDP phase 4 *PilotProduction*; the first systems are shipped in limited quantity withspecial attention to meeting initial performance specifications and collectionof the first field data.  In PDP phase 5*Production*, the field and lifetest data are used to improve the final product that is then ramped toproduction levels matched to demand.

 

The preliminary targetspecifications for a 100W HVM source are provided in Table 1. These specifications will be used toevaluate progress against milestones in the absence of specifications from theintegrators. These target specifications can be modified based on discussionswith the integrators or by mutual agreement between Intel and Cymer.  Cymer will work with the Integrators todevelop the appropriate detailed performance specifications, test protocol,interface requirements, and roadmap alignment to integrate the Beta source intothe Integrator’s EUV development plans. Intel will assist in

 

11

----

 

roadmap and specificationalignment discussion with the Integrator, as needed.  Cymer will develop the necessary supply base to supportdevelopment of the Beta source.

 

**4.1.1.****    Technical Milestones/Deliverables**

 

4.1.1.1.       PDP Phase 1 Gate Reviewcompleted and approval to proceed to PDP Phase 2 granted [...***...]

 

4.1.1.2.       Establish 100W Prototype[...***...] Source Specification with [...***...]

 

4.1.1.3.       100W****[...***...] Source System shippingconfiguration established [...***...]

 

4.1.1.4.       PDP Phase 2 Gate Reviewcompleted and approval to proceed to PDP Phase 3 granted [...***...]

 

4.1.1.5.       PDP Phase 3 Gate Reviewcompleted and approval to proceed to PDP Phase 4 *Pilot Production* granted [...***...]

 

4.1.1.6.       Make Available to Shipinitial 100W HVM [...***...] Source to Integrator [...***...]

 

**4.1.1.7.****  **PDP Phase 4 Gate Reviewcompleted and approval to proceed to PDP Phase 5 *Production* granted [...***...]

 

12

----

 

**Table 1 [...***...]** EUV Source Preliminary Target Specifications(top level)

 
|              |   | **Beta Minus**    |   | **Beta**          |   | **HVM**           |   |
|-------------------|--------|-------------------|--------|-------------------|--------|-------------------|--------|
| [...***...] |   | [...***...] |   | [...***...] |   | [...***...] |   |
| [...***...] |   | [...***...] |   | [...***...] |   | [...***...] |   |
| [...***...] |   | [...***...] |   | [...***...] |   | [...***...] |   |
| [...***...] |   | [...***...] |   | [...***...] |   | [...***...] |   |
| [...***...] |   | [...***...] |   | [...***...] |   | [...***...] |   |
| [...***...] |   | [...***...] |   | [...***...] |   | [...***...] |   |
| [...***...] |   | [...***...] |   | [...***...] |   | [...***...] |   |
| [...***...] |   | [...***...] |   | [...***...] |   | [...***...] |   |

 

----

* The [...***...] are based on [...***...] of the source at [...***...] and at [...***...] for the # ofhours specified with no more than [...***...] in the average [...***...] and no more than [...***...]. These specs willbe demonstrated on an actual system based on testing protocols consistent withintegrator requirements. [...***...]. This accounts for losses due to the [...***...]. Both Intel andCymer agree that these specifications are the best known to date and will bemodified based on discussions with the tool integrators or as more data becomesavailable.

 

13

----

 

**Payment Milestones**

 
| **Date**          |   | **Task #**            |   | **Milestones**                                                                                                                                                                                                                                                                                                                          |   | **Payment  $US**  |   |
|-------------------|--------|-----------------------|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|-------------------|--------|
| [...***...] |   | 0.1.1                 |   | •      Collaboration “kick-off”                                                                                                                                                                                                                                                                 |   | [...***...] |   |
|              |   |                  |   |                                                                                                                                                                                                                                                                                                                                    |   |              |   |
| [...***...] |   | 0.1.2  0.1.3          |   | •      Comprehensive plan for external  development agreements

•      Review detailed program plan                                                                                                                                                                         |   | [...***...] |   |
|              |   |                  |   |                                                                                                                                                                                                                                                                                                                                    |   |              |   |
| [...***...] |   | 1.2.1.3               |   | •      [...***...] operational                                                                                                                                                                                                                                                                      |   | [...***...] |   |
|              |   |                  |   |                                                                                                                                                                                                                                                                                                                                    |   |              |   |
| [...***...] |   | 1.2.3.3               |   | •      Data review leading to the  recommendation of [...***...]                                                                                                                                                                                                                                    |   | [...***...] |   |
|              |   |                  |   |                                                                                                                                                                                                                                                                                                                                    |   |              |   |
| [...***...] |   | 1.3.1.3               |   | •      Determination of optimal source element  based on studies of intrinsic conversion efficiency and [...***...].                                                                                                                                                                                |   | [...***...] |   |
|              |   |                  |   |                                                                                                                                                                                                                                                                                                                                    |   |              |   |
| [...***...] |   | 1.3.3.4               |   | •      Final Data review leading to the  recommendation of [...***...]                                                                                                                                                                                                                              |   | [...***...] |   |
|              |   |                  |   |                                                                                                                                                                                                                                                                                                                                    |   |              |   |
| [...***...] |   | 1.4.1.7               |   | •      Completed debris mitigation [...***...]  integrated into [...***...]                                                                                                                                                                                                                   |   | [...***...] |   |
|              |   |                  |   |                                                                                                                                                                                                                                                                                                                                    |   |              |   |
| [...***...] |   | 1.1.1  1.1.2     |   | •      Operational  [...***...] prototype EUV system

•      Data  Review of [...***...] prototype system performance                                                                                                                                           |   | [...***...] |   |
|              |   |                  |   |                                                                                                                                                                                                                                                                                                                                    |   |              |   |
| [...***...] |   | 1.4.6.4               |   | •      Completed [...***...]                                                                                                                                                                                                                                                                        |   | [...***...] |   |
|              |   |                  |   |                                                                                                                                                                                                                                                                                                                                    |   |              |   |
| [...***...] |   | 2.1.1.3               |   | •      Establish 15W prototype [...***...] source  specification with [...***...]                                                                                                                                                                                                             |   | [...***...] |   |
|              |   |                  |   |                                                                                                                                                                                                                                                                                                                                    |   |              |   |
| [...***...] |   | 1.2.1.4               |   | •      [...***...] operational                                                                                                                                                                                                                                                                      |   | [...***...] |   |
|              |   |                  |   |                                                                                                                                                                                                                                                                                                                                    |   |              |   |
| [...***...] |   | 2.1.1.6               |   | •      Make available to ship 15W Beta minus  [...***...] source to integrator

•      15W beta minus source tested to meet all  Table 1 specifications including demonstrated operation at full EUV output  over the course of the full [...***...] lifetime.  |   | [...***...] |   |
|              |   |                  |   |                                                                                                                                                                                                                                                                                                                                    |   |              |   |
| [...***...] |   | 0.1.5                 |   | •      Beta PDP Phase I Gate Review completed  and approval to proceed to PDP Phase 2 granted                                                                                                                                                                                                             |   | [...***...] |   |
|              |   |                  |   |                                                                                                                                                                                                                                                                                                                                    |   |              |   |
| [...***...] |   | 0.1.6                 |   | •      End Year 2 Executive review                                                                                                                                                                                                                                                                        |   | [...***...] |   |
|              |   |                  |   |                                                                                                                                                                                                                                                                                                                                    |   |              |   |
| [...***...] |   | 3.1.1.2               |   | •      Establish Beta 50W [...***...] source  specifications with [...***...]                                                                                                                                                                                                                 |   | [...***...] |   |
|              |   |                  |   |                                                                                                                                                                                                                                                                                                                                    |   |              |   |
| [...***...] |   | 3.1.1.3               |   | •      Demonstrate 50W performance internally                                                                                                                                                                                                                                                             |   | [...***...] |   |
|              |   |                  |   |                                                                                                                                                                                                                                                                                                                                    |   |              |   |
| [...***...] |   | 0.1.7                 |   | •      Mid Year 3 Executive review                                                                                                                                                                                                                                                                        |   | [...***...] |   |
|              |   |                  |   |                                                                                                                                                                                                                                                                                                                                    |   |              |   |
| [...***...] |   | 3.1.1.4  4.1.1.1 |   | •      50W [...***...] source system shipping  configuration established.

•      HVM PDP Phase I Gate Review Completed  and approval to proceed to PDP Phase 2 granted.                                                                                              |   | [...***...] |   |
|              |   |                  |   |                                                                                                                                                                                                                                                                                                                                    |   |              |   |
| [...***...] |   | 3.1.1.6               |   | •      Make Available to Ship 50W Beta [...***...]  Source to [...***...]

•      50W beta minus source tested to meet all  Table 1 specifications including demonstrated operation at full EUV output  over the course of the full [...***...] lifetime. |   | [...***...] |   |
|              |   |                  |   |                                                                                                                                                                                                                                                                                                                                    |   |              |   |
| [...***...] |   | 0.1.9                 |   | •      End Year 3 Executive review                                                                                                                                                                                                                                                                        |   | [...***...] |   |

 

Payments shall be made in fullwithin [...***...] after completion of milestones

 

[...***...]

 

14

----