Exhibit 10.16

TECHNOLOGY LICENSE AGREEMENT

     This TECHNOLOGY
LICENSE AGREEMENT (the "Agreement"), made this 5th day of May, 2006 (the
"Effective Date"), is by and among MICRON TECHNOLOGY, INC., a Delaware
corporation ("Micron"), PHOTRONICS, INC., a Connecticut corporation
("Photronics") and MP MASK TECHNOLOGY CENTER, LLC, a Delaware limited liability
company (the "Company").

RECITALS

    
WHEREAS, Micron and Photronics have formed the Company to develop and
fabricate advanced Reticles primarily dedicated to supporting Micron's prototype
and production Reticle requirements as directed by Micron and pursuant to the
Limited Liability Company Operating Agreement of even date herewith (the
"Operating Agreement") by and between Micron and Photronics;

    
WHEREAS, Micron and Photronics own certain technology assets that each
will license pursuant to the terms and conditions of this Agreement (i) to the
Company so that the Company may fulfill its Objectives (defined below) and (ii)
to each other for the purposes set forth herein; and

    
WHEREAS, Micron, Photronics and the Company have entered into separate
supply agreements under which Micron and Photronics will be able to obtain the
Reticles developed and fabricated using the technology licensed
hereunder.

    
NOW, THEREFORE, in consideration of the promises contained, and of the
obligations herein made and undertaken, the parties hereto do hereby covenant
and agree follows:

1. DEFINITIONS

     For purposes of
this Agreement, the definitions set forth in this Section 1 shall apply to the
respective capitalized terms. All capitalized terms not defined in this
Agreement shall have the meaning set forth in the Operating
Agreement.

    
1.1 "Approved Technology" shall mean (i) all Technology and Software
initially provided by Micron or Photronics to the Company hereunder in
accordance with Section 3, and (ii) all other Technology and Software that has
been approved by the Technology Steering Committee for use in the
Company.

    
1.2 "Company Improvements" shall mean (i) all Improvements made by or for
the Company to any of the Micron Technology, Micron Software or the Photronics
Technology; (ii) all documentation, works of authorship, know-how, data and data
bases, formulae, algorithms, processes, inventions and discoveries (whether or
not patentable), Software, ideas, concepts, techniques, methods, content,
technical information; engineering, production and other designs; drawings,
schematics, tooling requirements, and other information, technology and
materials, tangible or intangible, conceived, created, developed, first fixed in
a tangible medium or first reduced to practice by, for or at the Company; and
(iii) all Intellectual Property Rights in each of the foregoing.

**** Material omitted pursuant to a
request for confidential treatment under Rule 24b-2 of the Exchange Act of 1934.
Material filed separately with the Securities and Exchange
Commission.







     1.3 "Competing
Product" means [****]. 

    
1.4 "Copy Critical" shall refer to [****] 

    
1.5 "Copy Exact" shall refer [****]. 

    
1.6 "Designated Facility" means [****]

    
1.7 "Improvements" shall mean all derivative works of, improvements upon
and modifications to Technology.

    
1.8 "Intellectual Property Right" means any patents, patent applications,
including with respect to patents any patent rights granted upon any reissue,
division, continuation or continuation-in-part applications now or hereafter
filed, or utility models issued or pending, any registered and unregistered
design rights, any copyrights (including the copyright on Software), trade
secrets, know-how, or any other intellectual property rights or proprietary
rights whether registered or unregistered, and whether now known or hereafter
recognized in any jurisdiction, excluding trade names, service names,
trademarks, service marks, and trade dress.

    
1.9 "Licensed Technology" shall mean the New Technology, Standard
Technology and Unrestricted Technology, as applicable. All Company Improvements
shall be considered Licensed Technology, subject to classification thereof by
the Technology Steering Committee in accordance with Section 3.4.

    
1.10 "Micron Intellectual Property Rights" shall mean all Intellectual
Property Rights (i) owned by Micron or sublicenseable by Micron on the terms of
this Agreement without obligation to pay additional consideration to a licensor;
and (ii) necessary or useful to fulfill the Objectives or to design, develop or
manufacture Reticles, including any Intellectual Property Rights assigned by the
Company to Micron in accordance with this Agreement.

    
1.11 "Micron Software" shall mean the Software owned by Micron that
Micron provides to either the Company or to Photronics in accordance with this
Agreement.

    
1.12 "Micron Technology" shall mean all Technology (i) owned by Micron or
sublicenseable by Micron to the Company or to Photronics on the terms of this
Agreement without obligation to pay additional consideration to a licensor; and
(ii) necessary or useful to fulfill the Objectives or to design, develop or
manufacture Reticles, including any Company Improvements owned by Micron
pursuant to this Agreement.

    
1.13 "New Photronics Facility" means the new Photronics Facility to be
built pursuant to the Transaction Documents in Boise, Idaho.

    
1.14 "New Technology" shall mean [****].

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**** Material omitted pursuant to a
request for confidential treatment under Rule 24b-2 of the Exchange Act of 1934.
Material filed separately with the Securities and Exchange
Commission.







     1.15 "Objectives"
shall mean the following business purposes for which the Company has been
created and for which the Company is licensed hereunder: (i) to develop and
produce prototypes for advanced, next-generation, high-end Reticles that meet
Micron's specifications as provided to the Company from time to time; (ii) to
achieve sustainable, leading edge production capabilities using only Approved
Technology; (iii) to manufacture in production volumes approved Reticles for
Micron that meet Micron's specifications and fulfill Micron's Reticle
requirements; and (iv) to the extent the Company has excess capacity after
fulfilling all of Micron's Reticle requirements as set forth above, and as
permitted herein and pursuant to the Supply Agreement between the Company and
Photronics, manufacture prototype and production Unrestricted Reticles for
Photronics customers using only Approved Technology. These Objectives may be
changed in accordance with the procedures set forth in the Operating
Agreement.

    
1.16 "Photronics Controlled Subsidiary" means a subsidiary of Photronics
that is primarily in the business of developing and fabricating Reticles and
that is directly, or indirectly through one or more intermediaries, [****], and
that is controlled by Photronics.

    
1.17 "Photronics Facility" shall mean [****].

    
1.18 "Photronics Improvements" means Improvements made by Photronics to
Micron Technology, but not including Improvements made by Photronics employees
or subcontractors while providing services to the Company.

    
1.19 "Photronics Intellectual Property Rights" shall mean all
Intellectual Property Rights (i) owned by Photronics or sublicenseable by
Photronics on the terms of this Agreement without obligation to pay additional
consideration to a licensor; and (ii) necessary or useful to fulfill the
Objectives or to design, develop or manufacture Reticles.

    
1.20 "Photronics Technology" shall mean all Technology (i) owned by
Photronics or sublicenseable by Photronics to the Company or to Micron on the
terms of this Agreement without obligation to pay additional consideration to a
licensor, and (ii) necessary or useful to fulfill the Objectives or to design,
develop or manufacture Reticles.

    
1.21 "Process Node" means a specific geometry loosely based on a minimum
line width at which semiconductor integrated circuit devices, and the Reticles
used in the manufacture of those devices, are manufactured; e.g.,
[****].

    
1.22 "Qualified" shall mean [****].

    
1.23 "Reticle" means a photomask, template or reticle that can be used to
transfer an image to a wafer or workpiece.

    
1.24 "Software" shall mean computer program instruction code, whether in
human-readable source code form, machine-executable binary form, firmware,
scripts, interpretive text, or otherwise, necessary or useful to design, develop
or manufacture Reticles, including related documentation. "Software" does not
include databases and other information stored in electronic form, other than
executable instruction codes or source code that is intended to be compiled into
executable instruction codes.

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request for confidential treatment under Rule 24b-2 of the Exchange Act of 1934.
Material filed separately with the Securities and Exchange
Commission.







     1.25
"Specifications" shall have the meaning given thereto in the Photronics to
Micron Supply Agreement of even date herewith.

    
1.26 "Standard Technology" shall mean [****]. A list of Standard
Technology, if any, as of the Effective Date is set forth in Exhibit A
hereto.

    
1.27 "Technology" shall mean all documentation, works of authorship,
know-how, data and data bases, formulae, algorithms, processes, inventions and
discoveries (whether or not patentable), ideas, concepts, techniques, methods,
content, technical information, engineering, production and other designs,
drawings, schematics, tooling requirements, and other information, technology
and materials, tangible or intangible, and necessary or useful to fulfill the
Objectives or to design, develop or manufacture Reticles. "Technology" shall not
include (i) Software, or (ii) customer data or information related to the
design, development or manufacture of Reticles for either Micron or Photronics
customers.

    
1.28 "Technology Transfer Protocol" shall mean the preferred methodology
and protocols for Micron to provide Technology implementation training to
Photronics hereunder and for implementing that Technology at the Designated
Facility. The initial Technology Transfer Protocol is attached hereto as Exhibit
B, but may be modified from time to time by the Technology Steering
Committee.

    
1.29 "Unrestricted Reticles" shall mean Reticles designed for use in the
manufacture of products other than Competing Products.

    
1.30 "Unrestricted Technology" shall mean [****].

2. LICENSES

    
2.1 License Grant by Micron to Company. Subject to the terms and
conditions of this Agreement, Micron grants to the Company a royalty-free,
non-exclusive, non-transferable license, without right of sublicense, under the
Micron Intellectual Property Rights and to the Micron Technology (excluding
Software), to develop, make, use, offer to sell and sell Reticles, and to create
Improvements to the Micron Technology, solely in accordance with the
Objectives.

    
2.2 License Grant by Micron to Photronics. Subject to the terms and
conditions of this Agreement, including the classification procedures, use
restrictions, and conditions set forth in Section 3, Micron grants to Photronics
and to each Photronics Controlled Subsidiary a non-exclusive, worldwide,
non-transferable (except as provided in Section 9.4), fully paid-up (subject to
Section 9.4) license, [****] under the Micron Intellectual Property Rights and
to the Licensed Technology, to develop, use, make at Photronics Facilities, have
Unrestricted Reticles made by the Company, import, offer to sell and sell
Reticles, and to create Improvements to the Micron Technology.

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**** Material omitted pursuant to a
request for confidential treatment under Rule 24b-2 of the Exchange Act of 1934.
Material filed separately with the Securities and Exchange
Commission.







     2.3 License Grant
by Photronics to the Company. Subject to the terms and conditions of this
Agreement, Photronics grants to Company a royalty-free, non-exclusive,
non-transferable, fully paid-up license, without right of sublicense, under the
Photronics Intellectual Property Rights and to the Photronics Technology and
Photronics Improvements, to develop, make, use, import, offer to sell and sell
Reticles, and to create Improvements to the Micron Technology, solely in
accordance with the Objectives.

    
2.4 License Grant by Photronics to Micron. Subject to the terms and
conditions of this Agreement, Photronics grants to Micron a royalty-free,
non-exclusive, non-transferable, fully paid-up license, with right of sublicense
only to Photronics Improvements, under the Photronics Intellectual Property
Rights and to the Photronics Technology and Photronics Improvements, to develop,
make, have made, use, import, offer to sell and sell Reticles, and to create
Improvements to the Micron Technology.

    
2.5 Software Licenses from Micron to the Company. Micron grants to the
Company, subject to the terms and conditions of this Agreement, a royalty free,
nonexclusive, limited license to reproduce, install and execute the Micron
Software that Micron provides to the Company under Section 3 solely for the
Company's internal use and only to fulfill the Objectives. The Company may make
one copy of the Micron Software in machine-readable form for backup, disaster
recovery or archival purposes only, and may make additional working copies
beyond the copies provided by Micron as are reasonably necessary for the
Company's internal use only. All such copies of Micron Software shall include
all of the copyright and other proprietary notices of Micron contained on the
original copy. The Company shall not assign, sublicense, transfer, pledge,
lease, loan, rent to or share the Micron Software with any third party (except
for Photronics personnel performing services for the Company at the Company's
facilities). The Company shall not modify, decompile, reverse engineer,
disassemble, or otherwise translate the Micron Software without the prior
written consent of Micron in each case. Micron may from time to time provide the
Company with human-readable source code for specified Micron Software. In such
event, Micron will grant to the Company, subject to the terms and conditions of
this Agreement, a royalty free, nonexclusive, limited license to reproduce, make
derivative works of, install and execute such specified Micron
Software.

    
2.6 Software License from Micron to Photronics. Upon the Lease
Commencement Date (as defined in the Build to Suit Lease between Micron and
Photronics of even date herewith), [****] and for use only at the New Photronics
Facility, Micron grants to Photronics, subject to the terms and conditions of
this Agreement, a royalty free, non-exclusive, limited license to reproduce,
install, and execute the Micron Software provided to Photronics pursuant to
Section 3 below.

          (a)
Photronics may make one copy of the Micron Software in machine-readable form for
backup, disaster recovery or archival purposes only, and may make additional
working copies beyond the copies provided by Micron as are reasonably necessary
for Photronics' internal use only at the New Photronics Facility. All such
copies of Micron Software shall include all of the copyright and other
proprietary notices of Micron contained on the original copy. [****] Photronics
shall not assign, sublicense, transfer, pledge, lease, loan, rent to or share
the Micron Software with any third party, or use the Micron Software to perform
services for any third party (excluding manufacture of Reticles by Photronics
for third parties as expressly permitted under this Agreement). Photronics shall
not modify, have modified, decompile, reverse engineer, disassemble, or
otherwise translate the Micron Software without the prior written consent of
Micron in each case.

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**** Material omitted pursuant to a
request for confidential treatment under Rule 24b-2 of the Exchange Act of 1934.
Material filed separately with the Securities and Exchange
Commission.







          (b) Micron may from time to time, upon the request of
Photronics and in Micron's sole discretion, provide Photronics with
human-readable source code for Micron Software. In such event, Micron will grant
to Photronics, a nonexclusive, limited license to reproduce, make derivative
works of, install and execute such Micron Software only at the New Photronics
Facility and on the terms and conditions agreed to by the parties.

          (c)
Photronics acknowledges that some of the Software [****] may be third party
Software that Micron does not have the right to sublicense. Micron will identify
applicable third party Software during the process of establishing the New
Photronics Facility. Photronics shall be responsible at its own expense to
independently license such third party Software. If such third party Software is
not available to be licensed, Micron and Photronics shall consult in good faith
about alternatives to such unavailable third party Software [****].

3. DELIVERABLES

    
3.1 Initial Delivery to the Company. Micron will provide to the Company
immediately after the Effective Date all Technology retained by Micron [****].
In addition, Micron will license and deliver to the Company the Software
retained by Micron [****]. Photronics will provide to the Company promptly after
the Effective Date the Approved Technology listed on Exhibit D hereto. The
parties acknowledge that the ability to provide certain Technology and Software
to the Company will be subject to the right to sublicense third party Technology
and Software pursuant to existing license agreements. [****].

    
3.2 Initial Delivery to Photronics. Within thirty (30) days following the
Effective Date, Micron will deliver to Photronics or make available to
Photronics the Licensed Technology retained by Micron [****]. In addition,
Micron will provide Photronics certain Micron Software for implementation and
use at the New Photronics Facility in accordance with the license grant set
forth in Section 2.6 above. A list of such Micron Software will be determined by
Micron prior to the Lease Commencement Date and will be provided to Photronics;
the list will include the Micron Software reasonably necessary to assist
Photronics [****]. The Licensed Technology and Micron Software will be made
available for electronic transfer in accordance with means to be mutually agreed
by Micron and Photronics, but where necessary, physical transfers may be
conducted.

    
3.3 Determination of Approved Technology. The Technology Steering
Committee, pursuant to the Technology Steering Committee charter attached hereto
as Exhibit E, will create general guidelines setting forth the process for
determining whether Technology, regardless of source, will be Approved
Technology for use by the Company and will make such determinations in
accordance with the charter and the guidelines. The Technology Steering
Committee may amend these guidelines from time to time. A negative determination
will not preclude the Technology Steering Committee from later determining that
Technology does constitute Approved Technology.

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request for confidential treatment under Rule 24b-2 of the Exchange Act of 1934.
Material filed separately with the Securities and Exchange
Commission.







     3.4 Determination
of Licensed Technology and Availability of Licensed Technology; Additional
Deliveries of Micron Software. Within thirty (30) days following the end of each
calendar quarter, the Technology Steering Committee will convene to analyze any
Technology developed during such calendar quarter at or by the Company. [****].
From time to time, Micron may provide Photronics additional Micron Software
[****] in accordance with the license grant in Section 2.6. The quarterly
Technology Steering Committee meetings may be used for purposes of discussing
the provision of additional Micron Software to Photronics.

    
3.5 Photronics Use Restrictions. [****].

          (a)
[****].

          (b)
[****].

          (c)
[****].

    
3.6 Photronics Improvements. Photronics will notify the Company and
Micron no less frequently than once each calendar quarter of all Photronics
Improvements recognized, logged, or recorded by Photronics pursuant to its
standard internal processes for logging or tracking Improvements or inventions
on its own behalf or for which Photronics seeks to claim, register, record, or
file an application for recognition as an Intellectual Property Right of
Photronics. Photronics promptly shall make available all such Photronics
Improvements for use by the Company. As part of the quarterly meeting of the
Technology Steering Committee pursuant to Section 3.4 above, the Technology
Steering Committee will review any Photronics Improvements identified by
Photronics as having been created the previous quarter and shall determine
whether to treat the Photronics Improvements as Approved Technology. In
addition, Micron shall have the opportunity to receive access to all Photronics
Improvements, subject to the license grant set forth in Section 2.4.

    
3.7 Initial Designated Facility. [****].

    
3.8 New Facility. [****].

4. TRAINING AND SUPPORT.

    
4.1 Initial Designated Facility Support. Micron agrees to provide
Photronics technical support in connection with technology module transfers (as
the term "module" is used in the Technology Transfer Protocol) [****].
Photronics may request that the designated Micron support personnel travel to
the Designated Facility to provide technical support and Micron will approve
such travel in its reasonable judgment, based on the availability of the
appropriate Micron personnel and the nature of the request, provided that
Photronics shall pay all travel expenses for any Micron approved travel. Micron
shall have no obligation to provide support for implementation of Licensed
Technology at Photronics facilities that are not the Designated
Facility.

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request for confidential treatment under Rule 24b-2 of the Exchange Act of 1934.
Material filed separately with the Securities and Exchange
Commission.







     4.2 Support
Related to New Photronics Facility. [****].

    
4.3 On-site Training in Accordance with the Technology Transfer Protocol.
In addition to the support specified in Sections 4.1, 4.2 and 4.5, Micron and
Photronics anticipate that Micron will provide Photronics onsite training to be
conducted at the Company to assist Photronics to learn and implement the
Licensed Technology and Micron Software as authorized by this Agreement. The
anticipated and preferred methodology for conducting this onsite training is set
forth in the Technology Transfer Protocol, although this may be changed by the
TSC. Both Micron and Photronics will make available the appropriate personnel
to conduct and receive the onsite training in accordance with the guidelines and
time periods set forth in the Technology Transfer Protocol.

    
4.4 Additional Support. Photronics may request additional support from
the General Manager and the General Manager may agree to provide such additional
support in its sole discretion. Any such additional support hours shall be
charged to Photronics at [****].

    
4.5 Software Support. Photronics may request Software maintenance and
support from Micron. During the term, this Software maintenance and support
shall be charged to Photronics at [****]. During any wind-down period in which
Software licenses survive the termination of this Agreement or the joint venture
relationship contemplated by the Transaction Documents, Micron agrees to provide
Photronics software maintenance and support services for a period of one (1)
year for any Micron Software then installed at the New Photronics Facility at
rates and upon terms consistent with Micron's then-standard software support
rates and terms. All Micron Software support shall be subject to the terms and
conditions set forth in Section (2) of Schedule 4.1(B) of the Information
Technology, Operational and General Administrative Services Agreement of even
date herewith. To the extent that there is any conflict between the terms and
conditions of the foregoing referenced section and this Agreement, as to
Software support that Micron provides to Photronics, the terms of this Agreement
shall prevail. The New Photronics Facility may from time to time request that
Micron make enhancements or improvements to the Micron Software or other
Software installed at the New Photronics Facility. Any enhancements or
improvements to the Micron Software or other Software installed at the New
Photronics Facility are subject to the prior written approval of the Technology
Steering Committee. Subject to the approval of the Technology Steering
Committee, the same modifications may be made to the Micron Software and other
Software installed at the Company.

5. PAYMENTS

    
5.1 Initial Technology License Fee. On the Effective Date, Photronics
will pay Micron Seventy-two Million Dollars ($72,000,000) for the initial
provision of Licensed Technology and the licenses granted to Photronics under
this Agreement to use such Licensed Technology. Such amount shall be
non-refundable.

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request for confidential treatment under Rule 24b-2 of the Exchange Act of 1934.
Material filed separately with the Securities and Exchange
Commission.







     5.2 Costs. Unless
otherwise set forth herein, each of Photronics and Micron shall bear its own
costs and expenses regarding receipt and implementation of Technology licensed
and made available to it under this Agreement. If Photronics requests that
Micron provide any support on-site at a Photronics Facility, or otherwise
requires a Micron employee to travel to provide technical support pursuant to
Section 4 above, Photronics agrees to bear the reasonable travel and lodging
expenses of the applicable Micron personnel in addition to any other fees that
may apply.

    
5.3 Taxes. To the extent that any taxes are applicable to the license and
delivery of Licensed Technology and Micron Software to Photronics pursuant to
this Agreement, Photronics shall be responsible for and shall pay any applicable
sales, use, excise, withholding or similar taxes, including value added taxes
and customs duties due on the importation of Licensed Technology and arising
from the license to Photronics under this Agreement, excluding any taxes based
on Micron's net income.

6. OWNERSHIP; INTELLECTUAL PROPERTY
PROTECTION

    
6.1 Ownership. Except as expressly set forth herein, this Agreement, the
delivery of Technology and Software and the licenses granted hereunder shall not
affect each of Photronics and Micron's ownership of its Technology and Software
and the Intellectual Property Rights owned by such parties and licensed or
provided to one or more parties under this Agreement. Micron shall own any and
all derivative works, enhancements, improvements or modifications to Micron
Software. All rights not expressly granted herein are reserved.

    
6.2 Ownership of Company Improvements. Subject to the license grants set
forth in Section 2, Micron shall own all Company Improvements. To the extent
that Photronics or the Company obtains any ownership interest in or to such
Company Improvements, Photronics and the Company hereby assign and agree to
assign to Micron all of their right, title and interest in and to any Company
Improvements. Notwithstanding the foregoing, the Technology Steering Committee
may, in its discretion and upon Photronics' written request, determine that
certain Technology that would otherwise be deemed a Company Improvement but that
is primarily based on or derived from Photronics Technology, shall be deemed a
Photronics Improvement and treated as such under Section 6.3 below.

    
6.3 Ownership of Photronics Improvements. Subject to the license grants
set forth in Section 2 and disclosure obligations set forth in Section 3.6,
Photronics shall own all Photronics Improvements and any Intellectual Property
Rights in or to such Photronics Improvements.

    
6.4 Patent Prosecution. Micron shall have the right in its sole
discretion to prepare, file, prosecute and maintain, at its own expense, any
patent applications and Patents claiming Company Improvements, and to conduct
any interferences, re-examinations, reissues, oppositions or requests for patent
term extension or governmental equivalents thereto. Subject to Section 7,
Photronics shall have the right in its sole discretion to prepare, file,
prosecute and maintain, at its own expense, any patent applications and Patents
claiming Photronics Improvements, and to conduct any interferences,
re-examinations, reissues, oppositions or requests for patent term extension or
governmental equivalents thereto.

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request for confidential treatment under Rule 24b-2 of the Exchange Act of 1934.
Material filed separately with the Securities and Exchange
Commission.







     6.5 Cooperation.
The Company and Photronics shall each reasonably cooperate with and assist
Micron at their own expense in connection with Micron's patent prosecution
activities related to Company Improvements. The Technology Steering Committee
will (a) facilitate communication among the parties regarding patent
applications with respect to Company Improvements, (b) discuss and provide input
to Micron on patent strategy with respect to Company Improvements, and (c) upon
Micron's or Photronics request, review applications and other substantive papers
with respect to Company Improvements prior to filing with the patent
office.

    
6.6 Enforcement.

          (a) Notice.
Micron and Photronics shall each promptly notify Company of its knowledge of any
actual or potential infringement of Intellectual Property Rights associated with
the Approved Technology.

          (b)
Cooperation; Costs. Each party agrees to render such reasonable assistance in
connection with enforcement activities described in this Section 6.6 as the
enforcing party may request. Costs of maintaining any such action shall be paid
by and belong to the party bringing the action.

          (c)
Recoveries. If any actions are undertaken for the benefit of the Company, any
damages or settlement recovered from any such action (after the deduction of the
costs and fees of the action) shall be allocated as follows: (i) to Micron if
the action was undertaken by Micron; or (ii) to Micron and Photronics in
proportion to their actual monetary contributions to the undertaking of the
action if the action is undertaken for the benefit of the Company and agreed
upon in advance by Micron and Photronics to be shared.

          (d) Third
Party Claims of Infringement. If the manufacture, use or sale of any Reticles
pursuant to this Agreement results in any claim, suit or proceeding alleging
patent infringement against the Company, Micron or Photronics, the party named
as the defendant in that claim, suit or proceeding shall promptly notify the
other parties hereto in writing setting forth the facts of such claims in
reasonable detail. The named defendant shall keep the other parties hereto
reasonably informed of all material developments in connection with any such
claim, suit or proceeding. The other parties shall, upon request, provide
reasonable assistance and cooperation to the named defendant and may elect to
participate in the defense of the claim, suit or proceeding, at its own expense
using counsel of its own choice.

7. CONFIDENTIALITY

    
All information provided, disclosed or obtained in connection with this
Agreement or the performance of any of the Parties' activities under this
Agreement shall be subject to the Confidentiality Agreement. Furthermore, the
terms and conditions of this Agreement shall be considered "Confidential
Information" under the Confidentiality Agreement for which each Party is
considered a "Receiving Party" under such agreement. [****]. To the extent there
is a conflict between this Agreement and the Confidentiality Agreement, the
terms of this Agreement shall control. Furthermore, each party acknowledges and
agrees that the authorized sale of a product under any of the Transaction
Documents shall not constitute a breach of any confidentiality obligations under
this Agreement or the Confidentiality Agreement to the extent that the
authorized sale of a product inherently discloses Confidential Information of a
Party. If the Confidentiality Agreement is terminated or expires and is not
replaced, the Confidentiality Agreement shall continue with respect to
confidential information provided in connection with this Agreement,
notwithstanding such expiration or termination, for the duration of the initial
term and any and all extension periods or until a new Confidentiality Agreement
is entered into between the parties.

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request for confidential treatment under Rule 24b-2 of the Exchange Act of 1934.
Material filed separately with the Securities and Exchange
Commission.







8. LIMITED REPRESENTATIONS AND
WARRANTIES

     8.1 Mutual
Representations. Each party hereby represents and warrants to the other parties
as follows:

        
(a) The execution, delivery and performance of this Agreement by such
party have been duly authorized by all necessary action on the part of such
party.

        
(b) This Agreement has been duly executed and delivered by such party
and, assuming due authorization, execution and delivery by the other party,
constitutes a legal, valid and binding obligation of such party, enforceable
against such party in accordance with its terms.

        
(c) To each party's knowledge, such party's execution, delivery and
performance of this Agreement do not (i) violate, conflict with or result in the
breach of any provision of the charter or by-laws (or similar organizational
documents) of such party, or (ii) conflict with or violate any law or
governmental order applicable to such party or any of its assets, properties or
businesses.

    
8.2 Limited Warranty. Micron and Photronics each represent and warrant
that it has all necessary right, title or interest and has obtained all
necessary consents to perform its obligations and to grant the licenses it
grants under this Agreement, and that, to its knowledge, and without conducting
specific investigation, the Technology or Software that it provides access to
under this Agreement does not infringe upon or misappropriate the Intellectual
Property Rights of any third party.

    
8.3 Disclaimer. [****].

9. TERMINATION

    
9.1 Term of Agreement. This Agreement shall become effective on the first
day that it has been executed by both parties and shall remain in force for ten
(10) years and will renew automatically for additional five (5) year terms,
unless either Micron or Photronics terminates its participation in the Company
or unless the Agreement is sooner terminated in accordance with Section 9.2 or
Section 9.3 below.

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request for confidential treatment under Rule 24b-2 of the Exchange Act of 1934.
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Commission.







     9.2
Termination.

          (a) Micron
and Photronics may terminate this Agreement upon mutual written
consent.

          (b) Either
Micron or Photronics may terminate this Agreement at any time in the event that
the other materially breaches this Agreement and, if the material breach is
capable of cure, such material breach continues uncured for a period of ninety
(90) days after written notice thereof. Provided that if the breach is capable
of being cured and the breaching Party has worked diligently and in good faith
since the receipt of the notice to cure such breach, but has not cured the
breach during the allotted time, the cure period will be extended for an
additional ninety (90) days.

    
9.3 Other Causes for Termination. Upon dissolution of the Company, or
termination of the Operating Agreement, or a Permitted Photronics Change in
Control (as defined in the Operating Agreement), this Agreement shall
automatically terminate, and all rights to receive further disclosures of
Technology and Software shall automatically terminate.

    
9.4 Permitted Photronics Change in Control License Transfer Fee.
[****].

    
9.5 Survival. In the event of termination of this Agreement, the parties'
rights and obligations under Sections 4.4, 6, 7, 8, 9.4, 9.5, 10 and 11 shall
survive and continue in effect. In addition, and notwithstanding anything to the
contrary contained herein, except for a termination of the Agreement under
Section 9.2(b), the licenses granted under Section 2 shall survive the
termination or expiration of this Agreement, provided that [****].

10. LIMITATION OF LIABILITY

[****] Each party acknowledges that the
foregoing limitations are an essential element of the Agreement between the
parties and that in the absence of such limitations the pricing and other terms
set forth in this Agreement would be substantially different. Each Party shall
have a duty to mitigate any damages hereunder in accordance with applicable
law.

11. MISCELLANEOUS

    
11.1 Amendments. This Agreement may not be amended without the prior
written consent of each party hereto.

    
11.2 No Waiver. Any provision of this
Agreement may be waived if, and only if, such waiver is in writing and is duly
executed by the party against whom the waiver is to be enforced. No failure or
delay by any party in exercising any right, power or privilege under this
Agreement shall operate as a waiver thereof nor shall any single or partial
waiver or exercise thereof preclude the enforcement of any other right, power or
privilege.

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request for confidential treatment under Rule 24b-2 of the Exchange Act of 1934.
Material filed separately with the Securities and Exchange
Commission.







     11.3 Notices.
Unless otherwise provided herein, all notices, requests, instructions or
consents required or permitted under this Agreement shall be in writing and will
be deemed given: (a) when delivered personally; (b) when sent by confirmed
facsimile; (c) ten (10) Business Days after having been sent by registered or
certified mail, return receipt requested, postage prepaid; or (d) three (3)
Business Days after deposit with an internationally recognized commercial
overnight carrier specifying next-day delivery, with written verification of
receipt. All communications will be sent to the addresses listed on Exhibit A of
the Operating Agreement (or to such other address or facsimile number as may be
designated by a party giving written notice to the other parties pursuant to
this Section 11.3).

    
11.4 Independent Development. Subject to the license restrictions and
confidentiality obligations set forth in this Agreement, nothing in this
Agreement shall be construed to preclude either Micron or Photronics from
directly or indirectly designing, developing, acquiring, using, marketing,
licensing or selling any technology, prototypes, or production Reticles that is
similar, related to or competitive with those developed, designed or
manufactured by the other party or by the Company.

    
11.5 Governing Law. This Agreement will be governed by and construed in
accordance with the laws of the State of Delaware, United States of America, as
applied to agreements among Delaware residents entered into and wholly to be
performed within the State of Delaware (without reference to any choice or
conflicts of laws rules or principles that would require the application of the
laws of any other jurisdiction).

    
11.6 Construction; Interpretation.

          (a) Certain
Terms. The words "hereof," "herein," "hereunder" and similar words refer to this
Agreement as a whole and not to any particular provision of this Agreement. The
term "including" is not limited and means "including without
limitation."

          (b) Section
References; Titles and Subtitles. Unless otherwise noted, all references to
Sections and Exhibits herein are to Sections and Exhibits of this Agreement. The
titles, captions and headings of this Agreement are inserted for convenience of
reference only and are not intended to be a part of or to affect the meaning or
interpretation of this Agreement.

          (c)
Reference to Persons, Agreements, Statutes. Unless otherwise expressly provided
herein, (i) references to a Person include its successors and permitted assigns,
(ii) references to agreements (including this Agreement) and other contractual
instruments shall be deemed to include all subsequent amendments, restatements
and other modifications thereto or supplements thereof and (iii) references to
any statute or regulation are to be construed as including all statutory and
regulatory provisions consolidating, amending, replacing, supplementing or
interpreting such statute or regulation.

          (d)
Presumptions. No party, nor its counsel, shall be deemed the drafter of this
Agreement for purposes of construing the provisions of this Agreement, and all
provisions of this Agreement shall be construed in accordance with their fair
meaning, and not strictly for or against any party.

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Material filed separately with the Securities and Exchange
Commission.







     11.7 Rights and
Remedies Cumulative. The rights and remedies provided by this Agreement are
cumulative and the use of any one right or remedy by any party shall not
preclude or waive its right to use any or all other remedies. Said rights and
remedies are given in addition to any other rights the parties may have by law,
statute, ordinance or otherwise.

    
11.8 No Assignment; Binding Effect. Except as otherwise expressly
provided in Section 9.4, no party may assign, delegate or otherwise transfer any
of its rights or obligations hereunder to any third party, whether by
assignment, transfer, Change in Control, or other means, without the prior
written consent of each other party. Any attempted assignment in violation of
the foregoing shall be null and void. Subject to the foregoing, this Agreement
shall be binding on and inure to the benefit of the parties, their heirs,
executors, administrators, and successors.

    
11.9 Severability. If any provision in this Agreement will be found or be
held to be invalid or unenforceable, then the meaning of said provision will be
construed, to the extent feasible, so as to render the provision enforceable,
and if no feasible interpretation would save such provision, it will be severed
from the remainder of this Agreement which will remain in full force and effect
unless the severed provision is essential and material to the rights or benefits
received by any party. In such event, the parties will use their respective best
efforts to negotiate, in good faith, a substitute, valid and enforceable
provision or agreement which most nearly affects the parties' intent in entering
into this Agreement.

    
11.10 Counterparts. This Agreement may be executed in counterparts, each
of which so executed will be deemed to be an original and such counterparts
together will constitute one and the same agreement. Execution and delivery of
this Agreement by exchange of facsimile copies bearing the facsimile signature
of a party shall constitute a valid and binding execution and delivery of this
Agreement by such party.

    
11.11 Dispute Resolution. The parties hereby agree that claims, disputes
or controversies of whatever nature, arising out of, in connection with, or in
relation to the interpretation, performance or breach of this Agreement (or any
other agreement contemplated by or related to this Agreement), shall be resolved
in accordance with the dispute resolution procedures set forth in the Operating
Agreement.

    
11.12 Third-Party Beneficiaries. None of the provisions of this Agreement
shall be for the benefit of or be enforceable by any creditor of the Company or
by any third-party creditor of any Member. This Agreement is not intended to
confer any rights or remedies hereunder upon, and shall not be enforceable by,
any Person other than the parties hereto, their respective successors and
permitted assigns.

    
11.13 Entire Agreement. This Agreement, together with the other
documents, exhibits and schedules referred to herein and therein, constitute the
entire agreement among the parties hereto pertaining to the subject matter
hereof, and supersede any and all prior oral and written, and all
contemporaneous oral, agreements or understandings pertaining thereto. There are
no agreements, understandings, restrictions, warranties or representations
relating to such subject matter among the parties other than those set forth
herein and in the other documents, exhibits and schedules referred to herein and
therein.

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request for confidential treatment under Rule 24b-2 of the Exchange Act of 1934.
Material filed separately with the Securities and Exchange
Commission.







     IN WITNESS
WHEREOF, the parties hereto have duly executed this Agreement as of the day and
year first above written.


	MICRON TECHNOLOGY, INC.
	 	
	By:	
	Name:  	
	Title:	
	 	
	 	
	PHOTRONICS, INC.
	 	
	By:	
	Name:	
	Title:	
	 	
	 	
	MP MASK TECHNOLOGY CENTER, LLC
	 	
	By:	
	Name:	
	Title:	




	EXHIBITS:
	 
	Exhibit A:	 	Approved Technology and Licensed
      Technology
	Exhibit B:		Technology Transfer
  Protocol
	Exhibit C:		Software
	Exhibit D:		Approved Technology of
    Photronics
	Exhibit E:		Technology Steering Committee
      Charter



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request for confidential treatment under Rule 24b-2 of the Exchange Act of 1934.
Material filed separately with the Securities and Exchange
Commission.








Exhibit A

Approved Technology and Licensed
Technology

     [****]

**** Material omitted pursuant to a
request for confidential treatment under Rule 24b-2 of the Exchange Act of 1934.
Material filed separately with the Securities and Exchange
Commission.







Attachment 1 to Exhibit A 

Initial Approved Technology List


[****]

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request for confidential treatment under Rule 24b-2 of the Exchange Act of 1934.
Material filed separately with the Securities and Exchange
Commission.







Exhibit B

Technology Transfer Protocol

     [****]

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request for confidential treatment under Rule 24b-2 of the Exchange Act of 1934.
Material filed separately with the Securities and Exchange
Commission.








Exhibit C 

Software 

[****]

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request for confidential treatment under Rule 24b-2 of the Exchange Act of 1934.
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Commission.








Exhibit D

Approved Technology of
Photronics

[****]

**** Material omitted pursuant to a
request for confidential treatment under Rule 24b-2 of the Exchange Act of 1934.
Material filed separately with the Securities and Exchange
Commission.








Exhibit E

Technology Steering Committee Charter


[****]

**** Material omitted pursuant to a
request for confidential treatment under Rule 24b-2 of the Exchange Act of 1934.
Material filed separately with the Securities and Exchange
Commission.