**Exhibit 10.2**

** **

***** Text Omitted andFiled Separately**

**Pursuant to aConfidential Treatment Request**

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

** **

**INTELCONFIDENTIAL**

 

**Amended**

 

***INTELLECTUAL PROPERTY LICENSEAGREEMENT***

 

***BETWEEN***

 

***“CYMER” CORPORATION AND INTELCORPORATION***

 

TheIntellectual Property License Agreement of January 28, 2004 is hereby Amended (“AmendedLicense Agreement”) as of June 27, 2006 (“Effective Date”) by and betweenCymer, Inc. a Nevada corporation, having an office at 17075 Thornmint Ct., SanDiego, California, 92127, USA, (“Cymer”) and Intel Corporation, a Delawarecorporation, having an office at 2200 Mission College Blvd., Santa Clara,California 95052, U.S.A. (“Intel”).

 

**WHEREAS**, Cymer intends to commercialize EUV systems for an anticipated businessopportunity,

 

WHEREAS,the January 2004 Agreement is subject to termination if Cymer does notcommercialize a Cymer Licensed Product by[ . . . * * * . . . ], and

 

WHEREAS,Cymer intends to use certain of the Intel Patents, Exhibit A of this AmendedLicense Agreement beyond [ . . . * * * . . . ],

 

**NOW, THEREFORE,**IN CONSIDERATION OF THE MUTUAL COVENANTS AND PROMISES CONTAINED HEREIN,THE PARTIES AGREE TO AMEND THE JANUARY 2004 AGREEMENT AS FOLLOWS:

 

# **1.**              DEFINITIONS

# ** **

## 1.1.                              “EUV” means extreme ultraviolet lithography.

##  

## 1.2.                              “EUV Source System” means a system includingall apparatus to deliver debris-free, in-band, collected photons based on a [ ... . * * * . . . ]****or a [ . . . * * * . . . ]****to the intermediate focus of the EUV lithography system forgenerating a supply of such collected photons at a central wavelength in therange of [ . . . * * * . . . ].

##  

## 1.3.                              “Intermediate Focus” means the illuminatorentrance of the EUV Lithography System, such illuminator entrance beingdownstream of the collection optics, debris mitigation system and optionalspectral purity filter.

##  

## 1.4.                              “EUV Lithography System” means an integratedexposure tool containing an EUV Source System and capable of creatinglithographic patterns in semiconductor wafers.

##  

## 1.5.                              “Cymer Licensed Products” shall mean aComplete EUV Source System that is sold by Cymer as Cymer’s own product(subject to the limitations set forth in Section 2.6) and not on behalf ofanother.

##  

## 1.6.                              “Complete EUV Source System” means an EUVSource System and supporting EUV metrology devices which are designed, developedand marketed by or for Cymer for integration into an EUV Lithography System andwhich are assembled substantially into the form ordinarily sold to EUVLithography System producers under Cymer’s name.

##  

## 1.7.                              “Integrated Circuit” shall mean an integratedunit comprising one or more active and/or passive circuit elements associatedon one or more substrates, such unit forming, or contributing to the formationof, a circuit for performing electrical functions (including, if providedtherewith, housing

 

----

*** * * Confidential Treatment Requested**

 

----

 

## and/or supporting means). Thedefinition of “Integrated Circuit” shall also include any and all firmware,microcode or drivers, if needed to cause such circuit to perform substantiallyall of its intended hardware functionality, whether or not such firmware,microcode or drivers are shipped with such integrated unit or installed at alater time.

##  

## 1.8.                              “Intel’s Products” shall mean any IntegratedCircuits.

##  

## 1.9.                              “Patents” shall mean all classes or types ofpatents other than design patents (including, without limitation, originals,divisions, continuations, continuations-in-part, extensions or reissues), andapplications for these classes or types of patent rights in all countries ofthe world that are owned or controlled by the applicable party or any of itsSubsidiaries or to which such entities have the right to grant licenses, and tothe extent that the applicable party or its Subsidiaries has the right to grantlicenses within and of the scope set forth herein and without the requirementto pay consideration to any third party (other than employees of the applicableparty or its Subsidiaries) for the grant of a license under this Agreement.

##  

## 1.10.                        “Patent Rights” shall mean all rights whichmay be exercised to enforce Patents.

##  

## 1.11.                        Re-write paragraph 1.11 as follows “IntelPatents” shall mean only those Patents and patent applications that are listedin Exhibit A of this Amended License Agreement.

##  

## 1.12.                        “Trade Secrets” shall mean know-how,inventions, discoveries, concepts, ideas, methods, processes, designs,formulae, technical data, drawings, specifications, data bases, models,prototypes, specimens,  notes, documents,schematics, layout, and other data and materials and any other confidentialinformation , including that have been obtained and will be by Intel from itsEUV related agreements with various universities, that will be transmitted toCymer by Intel during the Term of this Agreement as part of this Agreement.

##  

## 1.13.                        “Subsidiary” shall mean any corporation,partnership, joint venture, limited liability corporation or other entity, nowor hereafter, in which a party owns or controls (either directly or indirectly)the following:

##  

### (a)                                  an interest sufficient to receive at leastthirty percent (30%) of the profits and/or losses of such entity (in the eventthat such entity distributes its profits or losses); and

###  

### (b)                                 either of the following:

###  

#### (1)                                  if such entity has voting shares or othervoting securities, more than fifty percent (50%) of the outstanding shares orsecurities entitled to vote for the election of directors or similar managingauthority; or

####  

#### (2)                                  if such entity does not have voting shares orother voting securities, more than fifty percent (50%) of the ownershipinterest that represents the right to make decisions for such entity.

####  

Anentity shall be deemed to be a Subsidiary under this Agreement only so long as:

 

### (c)                                  the party owning or controlling the interestrequired under subsection (a) above has not contractually or otherwise agreedto forfeit any part of its share of the profits or losses distributed by theentity; and

###  

### (d)                                 the party owning or controlling the shares,securities, or other ownership interest required under subsections (b)(1) or(b)(2) above has not contractually or otherwise surrendered, limited, or in anyother way constrained its authority to elect the managing authority or makedecisions for the entity; and

 

2

----

 

### (e)                                  all requisite conditions of being a Subsidiaryare met.

###  

### 1.14.                        “Assert” means to bring an action of anynature before any legal, judicial, arbitration, administrative, executive orother type of body or tribunal that has or claims to have authority to adjudicatesuch action in whole or in part. Examples of such body or tribunal include,without limitation, United States State and Federal Courts, the United StatesInternational Trade Commission and any foreign counterparts of any of theforegoing.

###  

### 1.15.                        “Cymer’s Products” means all productsmanufactured by or for Cymer other than (i) Chipsets; and (ii) microprocessorsthat are hardware or software compatible with one or more Intelmicroprocessors.

###  

# **2.**              GRANT OF RIGHTS

# ** **

## 2.1                                 Re-write paragraph 2.1 as follows, Subject tothe terms of this Agreement, Intel grants to Cymer a [ . . . * * * . . . ]license,[ . . . * * * . . . ], under the Intel Patents, and for the lives of suchPatents, subject to Section 4.3(a)  to

##  

## (a)                                  make, use, sell, offer to sell, import andotherwise dispose of Cymer Licensed Product, and

##  

## (b)                                 make, have made, use and/or import anycomponents solely for integrating into Cymer Licensed Product.

##  

## 2.2         The licenses granted to Cymer to make, use,sell, offer for sale, import or otherwise dispose of Cymer Licensed Productincludes the right to assemble and combine Integrated Circuits into CymerLicensed Product, but does not include any license to make, have made, use,sell, offer to sell, import or otherwise dispose of Integrated Circuitsthemselves, including those Integrated Circuits that are included in CymerLicensed Product except as replacement parts for Cymer Licensed Product.

##  

## 2.3         Subject to the terms of this Agreement, Intelgrants to Cymer a [ . . . * * * . . . ]****license, [ . ... * * * . . . ], under the Trade Secrets, to use internally and to have Cymerthird party contractors make components (subject to requirements ofconfidentiality consistent with this Agreement), to make use, sell offer forsale, import or otherwise dispose of Cymer Licensed Products.

##  

## 2.4         Re-write paragraph 2.4 as follows License Fee.

##  

## (a)                                  In consideration for the license grants fromIntel pursuant to this Amended License Agreement, Cymer shall pay to Intel alicense fee, of [ . . . * * * . . . ] ($[ . . . * * * . . . ]) within [ . . . ** * . . . ] days of the Effective Date of this Amendment. The license feepayment will be made via check payable to Intel Corporation, Post ContractManagement, JF3-149, 2111 N.E. 25th Avenue, Hillsboro, OR 97124; orwire transfer to the following account: CITIBANK, New York, New York, ABA# 021000089, General Account #38385954.

##  

#### 2.5  Clarification Regarding Patent Laundering.The parties understand and acknowledge that the licenses granted hereunder areintended to cover only Cymer Licensed Product, and are not intended to covermanufacturing activities that Cymer may undertake on behalf of third partieswhose intention is to re-sell the Cymer Licensed Product as a standalonecomponent and not otherwise use the Cymer Licensed Product or integrate inanother tool (patent laundering activities).

 

----

*** * * Confidential Treatment Requested**

 

3

----

 

## 2.6         Licenses and Subsidiaries.

##  

### (a)                                  Intention for Subsidiaries to be Bound.

###  

### (1)                                  Except as expressly set forth herein, theparties intend that this Agreement shall extend to all of each party’sSubsidiaries. The parties agree that to the extent they are not already bound,each party shall use reasonable and diligent efforts to ensure that all suchSubsidiaries are bound by the terms of this Agreement.

###  

### (b)                                 Either party to this Agreement shall have theright to request a written confirmation or denial from the other party to thisAgreement that a specific Subsidiary is (or is not) bound by this Agreement. Aparty receiving such a request shall provide such written confirmation(including a full explanation in support of such confirmation or denial) within30 days after the receipt of the request.

###  

### (c)                                  The parties represent, warrant and covenantthat they shall not participate in the creation or acquisition of Subsidiarieswhere a primary purpose of such creation or acquisition is to extend thebenefits of this Agreement to a third party and agree that any such attempt toextend such benefits shall not extend this license to such third party.

###  

### (d)                                 If either party or oneof their Subsidiaries (“First Party”) owns or has the right to enforce orcontrol the enforcement of any rights in any Patent but such First Party doesnot have the right to license those rights to the other party to this Agreement(the “Second Party”) hereunder (“Restricted Patent Rights”), then, if and tothe extent that such Restricted Patent Rights would have been licensed to theSecond Party if the First Party had the right to license such patents:

###  

### (1)                                  the First Party grantsto the Licensed Products of the Second Party an immunity from suit forinfringement of such Restricted Patent Rights of a scope identical to therights that would have been granted hereunder if the First Party had the rightto license such Restricted Patent Rights;

###  

### (2)                                  the First Party shallnot give its assent if that assent is required to allow a third party entity toassert the Restricted Patent Rights against the Licensed Products of the SecondParty; provided that (i) this restriction shall be dropped if the Second Partyfirst initiates litigation alleging infringement of Patent Rights against theholder of the Restricted Patent Rights, and (ii) in any event the First Partyshall be free to fulfill its preexisting contractual obligations to provideassistance and support as may be required under the relevant contractualagreement; and

###  

### (3)                                  the First Party promisesto off-set of or repay over to the Second Party any monetary awards for damagesand/or royalties actually to be paid or paid by the Second Party and owing tosaid First Party as a result of litigation by the holder of the RestrictedPatent Rights against the Licensed Products of the Second Party to the extentattributable to such Restricted Patent Rights.

###  

### (e)                                  The extension of license rights to aSubsidiary shall apply only during the time period when such Subsidiary meetsall requirements of a Subsidiary. However, if a Subsidiary of a party thatholds any Patents that are licensed to the other party hereunder ceases to meetall requirements of being a Subsidiary, the licenses granted by such Subsidiaryto the other party under this Agreement shall continue for the life of suchPatents even after such entity ceases to meet all the requirements of being aSubsidiary.

 

4

----

 

## 2.7         No Other Rights. No other rights are granted hereunder, byimplication, estoppel, statute or otherwise, except as expressly providedherein. Specifically, (i) except as expressly provided in Section 2, nothing inthe licenses granted hereunder or otherwise contained in this Agreement shallexpressly or by implication, estoppel or otherwise give either party any rightto license the other party’s Patents to others, and (ii) no license or immunityis granted by either party hereto directly or by implication, estoppel orotherwise to any third parties acquiring items from either party for thecombination of Licensed Products with other items or for the use of suchcombination.

##  

## **3. COVENANT NOT TO SUE**

##  

3.1 Covenant Not to Sue. Cymer agrees that Cymer shall not Assertany Patent Right against Intel, its Subsidiaries or affiliates, or their customers(direct or indirect), distributors (direct or indirect), agents (direct or indirect)and contractors (direct or indirect), wherein contractors does not includeequipment suppliers, for the manufacture, use, import, offer for sale or saleof any of Intel’s Products or any process or any method or any componentemployed in the manufacture, testing, distribution or use thereof for so longas Intel does not Assert any Patent Right against Cymer, its subsidiaries oraffiliates, or their customers (direct or indirect), distributors (direct orindirect), agents (direct or indirect) and contractors (direct or indirect) forthe manufacture, use, import, offer for sale or sale of Cymer’s Products or anyprocess or method employed in the manufacture, testing, distribution or usethereof. For clarity, an injunction against an equipment supplier is notprecluded by any of the above.

 

# **4. EFFECTIVE DATE, TERM AND TERMINATION FOR CAUSE**

# ** **

## 4.1 Re-write paragraph 4.1 as follows Effective Date. ThisAmended License Agreement is effective as of the last date of signature on thisAmended License Agreement.

##  

## 4.2 Re-write paragraph 4.2 as follows Term. This Amended LicenseAgreement and the rights and licenses granted hereunder shall become effectiveon the Effective Date.

##  

## 4.3 Termination for Cause.

##  

### (a)                                  A party may terminate this Agreement includingall rights and licenses hereunder to the other Party upon written notice oftermination to the other party if the other party hereto commits a materialbreach of this Agreement and does not correct such breach within sixty (60)days after receiving written notice complaining thereof.

###  

# **5.DISCLAIMER**

# ** **

## 5.1 Nothing contained in this Agreement shall be construed as:

##  

### (a)                                  a warranty or representation by Intel as tothe validity, enforceability or scope of any class or type of Patent Right; or

###  

### (b)                                 a warranty or representation that anymanufacture, sale, lease, use or other disposition of Licensed Productshereunder will be free from infringement of any patent rights of any thirdparty; or

###  

### (c)                                  an agreement to bring or prosecute actions orsuits against third parties for infringement or conferring any right to bringor prosecute actions or suits against third parties for infringement; or

 

5

----

 

### (d)                                 conferring any right to use in advertising,publicity, or otherwise, any trademark, trade name or names, or any contraction,abbreviation or simulation thereof, of either party; or

###  

### (e)                                  conferring by implication, estoppel orotherwise, upon Cymer licensed hereunder, any license or other right under anyPatent Rights, copyright, maskwork, trade secret, trademark other intellectualproperty right except the licenses and rights expressly granted hereunder; or

###  

### (f)                                    an obligation to furnish any technicalinformation or know-how outside of what is transmitted pursuant of thisAgreement.

###  

### 5.2  **NOIMPLIED WARRANTIES. INTEL HEREBY DISCLAIMS ANY IMPLIED WARRANTIESWITH RESPECT TO THE PATENTS LICENSED HEREUNDER, INCLUDING WITHOUT LIMITATION,THE WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.**

###  

# **6. MISCELLANEOUS PROVISIONS**

# ** **

## 6.1 Authority. Intel represents and warrants that it has theright to grant to Cymer the licenses granted hereunder.

##  

## 6.2 No Assignment. This Agreement is personal to the parties, andthe Agreement or any right or obligation hereunder is not assignable, whetherin conjunction with a change in ownership, merger, acquisition, the sale ortransfer of all, or substantially all or any part of a party’s business orassets or otherwise, either voluntarily, by operation of law, or otherwise,without the prior written consent of the other party, which consent may be withheldat the sole discretion of such other party. Any such purported assignment ortransfer shall be deemed a breach of this Agreement and shall be null and void.This Agreement shall be binding upon and inure to the benefit of the partiesand their permitted successors and assigns.

##  

## 6.3  Notice. All noticesrequired or permitted to be given hereunder shall be in writing and shall bedelivered by hand, or if dispatched by prepaid air courier or by registered orcertified airmail, postage prepaid, addressed as follows:

 
| If to Cymer:  Law Department  Cymer, Inc.  17075 Thornmint Ct.  San Diego, CA 92127 | If to Intel:  General Counsel  Intel Corporation  2200 Mission College Blvd.  Santa Clara, CA 95052  United States of America |
|-------------------------------------------------------------------------------------|-------------------------------------------------------------------------------------------------------------------------------|

 

Such notices shall be deemed to have been served when received byaddressee or, if delivery is not accomplished by reason of some fault of theaddressee, when tendered for delivery. Either party may give written notice ofa change of address and, after notice of such change has been received, anynotice or request shall thereafter be given to such party as above provided atsuch changed address.

 

## 6.4 No Rule of Strict Construction. Regardless of which party mayhave drafted this Agreement, no rule of strict construction shall be appliedagainst either party. If any provision of this Agreement is determined by acourt to be unenforceable, the parties shall deem the provision to be modifiedto the extent necessary to allow it to be enforced to the extent permitted bylaw, or if it cannot be modified, the provision will be severed and deletedfrom this Agreement, and the remainder of the Agreement will continue ineffect.

 

6

----

 

## 6.5  Taxes. Each partyshall be responsible for the payment of its own tax liability arising from thistransaction.

##  

## 6.6  Entire Agreement. ThisAgreement embodies the entire understanding of the parties with respect to thesubject matter hereof, and merges all prior discussions between them, andneither of the parties shall be bound by any conditions, definitions,warranties, understandings, or representations with respect to the subjectmatter hereof other than as expressly provided herein. No oral explanation ororal information by either party hereto shall alter the meaning orinterpretation of this Agreement.

##  

## 6.7 Modification; Waiver. No modification or amendment to thisAgreement, nor any waiver of any rights, will be effective unless assented toin writing by the party to be charged, and the waiver of any breach or defaultwill not constitute a waiver of any other right hereunder or any subsequentbreach or default.

##  

## 6.8 Governing Law. This Agreement and matters connected with theperformance thereof shall be construed, interpreted, applied and governed inall respects in accordance with the laws of the United States of America andthe State of California, without reference to conflict of laws principles.

##  

## 6.9 Jurisdiction. Intel and Cymer agree that all disputes andlitigation regarding this Agreement and matters connected with its performanceshall be subject to the exclusive jurisdiction of the courts of the State ofCalifornia or of the Federal courts sitting therein.

##  

## 6.10 Dispute Resolution. All disputes arising directly under theexpress terms of this Agreement or the grounds for termination thereof shall beresolved as follows:  First, the seniormanagement of both parties shall meet to attempt to resolve such disputes. Ifthe senior management cannot resolve the disputes, either party may make awritten demand for formal dispute resolution. Within thirty (30) days aftersuch written demand, the parties agree to meet for one day with an impartialmediator and consider dispute resolution alternatives other than litigation. Ifan alternative method of dispute resolution is not agreed upon within thirty(30) days after the one-day mediation, either party may begin litigationproceedings.

##  

## 6.11  Confidentiality of Terms.The parties hereto shall keep the terms of this Agreement confidential andshall not now or hereafter divulge these terms to any third party except:

##  

### (a)                                  with the prior written consent of the otherparty; or

###  

### (b)                                 to any governmental body having jurisdictionto call therefor; or

###  

### (c)                                  subject to (d) below, as otherwise may berequired by law or legal process, including to legal and financial advisors intheir capacity of advising a party in such matters; or

###  

### (d)                                 during the course of litigation so long as thedisclosure of such terms and conditions are restricted in the same manner as isthe confidential information of other litigating parties and so long as (a) therestrictions are embodied in a court-entered Protective Order and (b) thedisclosing party informs the other party in writing at least ten (10) days inadvance of the disclosure; or

###  

### (e)                                  in confidence to legal counsel, accountants,banks and financing sources and their advisors solely in connection withcomplying with financial transactions.

###  

### 6.12  Trademarks. Neitherparty may use the other party’s name or trademarks in advertisement, materials,web sites, press releases, interviews, articles, brochures, banners,letterhead, business cards, project reference or client listings, without theother’s prior review and written consent.

###  

### 6.13  Compliance with Laws.Anything contained in this Agreement to the contrary notwithstanding, theobligations of the parties hereto and of the Subsidiaries of the parties shallbe subject to all laws, present

 

7

----

 

### and future, of any government having jurisdiction over the partieshereto or the Subsidiaries of the parties, and to orders, regulations,directions or requests of any such government.

###  

### 6.14  Force Majeure. Theparties hereto shall be excused from any failure to perform any obligationhereunder to the extent such failure is caused by war, acts of public enemies,strikes or other labor disturbances, fires, floods, acts of God, or any causesof like or different kind beyond the control of the parties.

###  

INWITNESS WHEREOF, the parties hereto have caused this Amended License Agreementto be duly executed on the date below written.

 

 
| INTEL CORPORATION    | Cymer, Inc.        |
|----------------------|--------------------|
|                 |               |
|                 |               |
| By:                  | /s/ Chris Philippi |   | By: | /s/ Robert P. Akins |
|                 |               |
|                 |               |
| Chris Philippi       |               | Robert P. Akins |
| Printed Name         | Printed Name       |
|                 |               |
| EUV Business Manager |               | CEO |
| Title                | Title              |
|                 |               |
| 6/28/06              |               | 6/27/06 |
| Date                 | Date               |

 

8

----

 

EXHIBIT A – LICENSED PATENTS

 

Patent Number

 

[ . . . * * * . . . ]

 

 

----

*** * * Confidential Treatment Requested**

 

9

----