**Exhibit10.1**

***** Text Omitted and FiledSeparately**

**Pursuant to a ConfidentialTreatment Request**

**under 17C.F.R. §§ 200.80(b)(4) and 240.24b-2(b)(1)**

**AMENDMENTOF**

**CYMERCORPORATION and INTEL CORPORATION**

**DEVELOPMENTAGREEMENT**

This Amendment ofthe January 23, 2004 Development Agreement (the “Amended Agreement”) is enteredinto as of July 17, 2006 by and between Cymer, Inc., a Nevada corporation,having a place of business at 17075 Thornmint Court, San Diego, CA 92127 andits wholly owned subsidiaries (hereinafter “Cymer”), and Intel Corporation, aDelaware corporation, having its principal place of business at 2200 MissionCollege Blvd., Santa Clara CA 95052 and its subsidiaries (hereinafter “Intel”).Cymer and Intel are sometimes referred to as a “Party” and collectively as the “Parties”.

**RECITALS**

**WHEREAS,**Intel and Cymer have decided to amend various terms of the above Agreement,

**NOW,THEREFORE,**for good and valuable consideration, the receiptand sufficiency of which is acknowledged, the Parties agree to amend theDevelopment Agreement as follows:

**AGREEMENT**

**1.****                                      CONSTRUCTIONAND DEFINITIONS**

(a)                                  Deleteparagraph 1.2(a) and re-write as follows:

EUV Source System shall mean a system including allapparatus to deliver debris-free, in-band, collected photons to the intermediatefocus of the EUV lithography system.

(b)                                 Deleteparagraph 1.2(c)

(c)                                  Re-writeparagraph section 1.2(d) Production Units shall mean EUV Source Systems madeavailable for sale by Cymer to Intel and other third parties.

(d)                                 Deleteparagraph 1.2(e)

(e)                                  Deleteparagraph 1.2(f)

Insert new paragraph

1.2(g)                  Cymer’s Planmeans the technical plan, established in accordance with Cymer’s internaldecisions, to develop an EUV Source System.

**Confidential**

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**2.****                                      SCOPEOF WORK**

Delete paragraphs 2.1,2.2 and 2.3

Delete paragraphs 2.4 andre-write as follows

Meetings.  Inteland Cymer agree they will regularly schedule and participate in, [ . . . ***  . . . ] technical reviews relative to Cymer’sEUV Source System technology development and Cymer’s Plan.

Re-write paragraph 2.5 asfollows

Coordination of Efforts with Third PartySuppliers.  Cymer agrees to engage,coordinate and work with other third party suppliers and sub suppliers asnecessary to develop an EUV Source System. This may include, but is not limited to, buying components from othersuppliers, collaborating with other suppliers, or licensing other supplier’sintellectual property.  Additionally,Cymer agrees, at its sole discretion, to evaluate whether to work in the samemanner with other third party suppliers with whom Intel has undertaken EUVsource or source component development efforts.

**3.****                                     **Deleteall of Paragraph 3

**4.****                                     **Deleteall of Paragraph 4

**5.****                                     **Deleteall of paragraph 5 and re-write as follows:

Change Heading to     [ . . . ***  . . . ]

Re-write paragraph 5.4 asfollows

Cymer shall provide Intel with a [ . . . ***  . . . ] (“[ . . . ***  . . . ]”) with respect to the EUV SourceSystem.

Add new paragraph 5.6 asfollows

The [ . . . ***  . . . ] shall grant to Intel the right topurchase, for [ . . . ***  . . . ] ([ . . . ***  . . . ]) [ . . . ***  . . . ] commencing with the [ . . . ***  . . . ] (for which notice shall be promptlydelivered by Cymer to Intel in writing) a [ . . . ***  . . . ] of [ . . . ***  . . . ]% of Cymer’s [ . . . ***  . . . ] for [ . . . ***  . . . ] under the [ . . . ***  . . . ] that Cymer grants to [ . . . ***  . . . ]. The [ . . . ***  . . . ] rights shall be exercisable by Intelper the “[ . . . ***  . . . ]” Agreement of 6/24 2004, however, itshall be

 

***** Confidential Treatment Requested**

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understood that [ . . . ***  . . . ] and [ . . . ***  . . . ] as used in the [ . . . ***  . . . ] Agreement shall now mean [ . . . ***  . . . ] and [ . . . ***  . . . ], as used in this paragraph 5.6,respectively.

10.                                 TERM,TERMINATION AND SURVIVAL OF TERMS.

Delete paragraph 10.1 and re-write as follows

Term.  ThisAmended Agreement shall terminate on [ . . . ***  . . . ] or [ . . . ***  . . . ] ([ . . . ***  . . . ]) [ . . . ***  . . . ] after Cymer notifies Intel in writingof the EUV Source System availability, whichever is earlier,

Delete paragraph 10.2 and re-write as follows

Termination. Cymer may terminate this Amended Agreement if Intel materially fails toengage in [ . . . ***  . . . ] and fails to remedy said failurewithin [ . . . ***  . . . ] ([ . . . ***  . . . ]) days notice from Cymer, at whichtime termination of the Agreement shall be Cymer’s sole and exclusive remedy inconnection therewith.  Intel may terminatethis Amended Agreement for [ . . . ***  . . . ] upon providing Cymer with [ . . . ***  . . . ] prior written notice.

Delete paragraph 10.3

Delete paragraph 10.4 and re-write as follows

Survival. Sections 1, 6, 7 (but Section 7.4 only upon Agreement expiration asincorporated into a CPA), 8.1, 9, 10, 11 and 12 shall survive expiration ortermination of this Amended Agreement for any reason.  No termination or expiration of the Agreementshall serve to terminate any EUV Source System purchase order issued by Intelpursuant to the terms of this Agreement prior to the effective date of suchtermination or expiration.

**11.****                               FORCEMAJEURE, BUSINESS CONTINUITY AND LICENSE RIGHTS**

Delete paragraph 11.1 and amend as follows

Force Majeure.  If the performance of this Agreement or anyobligations hereunder (other than payment of money) is prevented, restricted,or interfered with by the reasons of acts of God, acts of an governmentalauthority, riot, revolution, fires, or war, or other cause beyond thereasonable control of the Parties hereto (“Force Majeure”), the Party soeffected shall be excused from such performance until such Force Majeure 

 

*****Confidential Treatment Requested**

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is removed.

**12.****                               MISCELLANEOUS**

Delete paragraphs 12.10 and 12.11

Insert New Paragraph

12.13                     Payment     Uponexecution of this document, Cymer shall Cymer shall return to Intel ThreeHundred Forty Seven Thousand, Two Hundred Twenty Two Dollars, $347,222, ofunearned income on advanced payment from Intel.

**Delete Exhibit A, Statement of Work and NREPayment Milestones**

**INWITNESS WHEREOF,**the Parties have caused this Agreement to beexecuted by duly authorized officers or representatives to be effective as ofthe 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:            |   | EUV Business  Manager |   | Title: |   | CEO |
|              |   |                  |   |
| Date:             |   | 7/18/06               |   | Date: |   | 7/17/06 |
|                   |        |                       |  |  |  |  |  |  |  |  |  |  |

 

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