Exhibit 10.2


 


AMENDMENT
NO. 1 TO JOINT VENTURE AGREEMENT OF TCZ, GMBH


 


This Amendment No. 1 to Joint Venture Agreement of TCZ, GmbH
(this “Amendment No. 1”)
is made as of September 16, 2005 (the “Amendment No. 1 Effective Date”)
by and among TCZ GmbH, a limited liability company organized under the laws of
Switzerland (“TCZ”), Carl Zeiss SMT AG, a stock
corporation organized under the laws of Germany (“Zeiss SMT”), Carl
Zeiss Laser Optics Beteiligungsgesellschaft mbH, a limited liability company
organized under the laws of Germany and an indirect wholly-owned subsidiary of
SMT (“Zeiss LOB”), and Cymer, Inc., a
Nevada corporation (“Cymer”) and
amends and supplements that certain Joint Venture Agreement, dated July 15,
2005 (the “Agreement”)
between the parties.  All capitalized
terms used in this Amendment No. 1 but not otherwise defined herein shall
have the meanings given such terms in the Agreement and, unless otherwise
specified, references to Sections refer to Sections of the Agreement.


 


NOW, THEREFORE, in
consideration of the mutual promises contained herein and other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereby agree as follows.


 


1.                                      AMENDMENTS.


 


1.1          Definitions.


 


(a)                                  The definition of “Administrative Services
Agreements” in Section 1.01 is amended 
to read in its entirety as follows:


 


“Administrative Services
Agreement” means the Administrative Services Agreement to be entered
into between Cymer and the Company, in a form to be mutually agreed by Cymer
and Zeiss LOB not later than the Closing, as amended, supplemented or otherwise
modified from time to time.


 


(b)                                  The definition of “Facilities Agreements” in Section 1.01
is amended  to read in its entirety as
follows:


 


“Facilities License Agreements”
means (i) the Facilities License Agreement to be entered into between the
Company and Cymer relating to use by the Company of certain facilities in the
United States, in a form to be mutually agreed by Cymer and Zeiss LOB not later
than the Closing, as amended, supplemented or otherwise modified from time to
time, and (ii) the Facilities License Agreement to be entered into between
the Company or its Affiliate and an Affiliate of Cymer relating to use by the
Company or its Affiliates of certain facilities in Korea, in a form to be
mutually agreed by Cymer and Zeiss LOB after Closing, as amended, supplemented
or otherwise modified from time to time.


 


(c)                                  The definition of “Joint Venture Documents”
in Section 1.01 is amended  to read
in its entirety as follows:


 





















 


“Joint Venture Documents”
means, collectively, this Agreement, the Contribution Agreement, the
Intellectual Property Agreement, the Supply Agreements, the Administrative
Services Agreement, the Facilities License Agreements and the Confidentiality
Agreement.


 


(d)                                  The definition of “R&D Services
Agreements” in Section 1.01 is stricken.


 


(e)                                  The definition of “Trademark License
Agreement” in Section 1.01 is stricken.


 


1.2          Formation
of the Company.  Section 2.01
(c)  is amended to read in its entirety as follows:


 


(c)                                  The Company shall
have Articles of Association (Statuten)
substantially in the form attached hereto as Exhibit G, subject to such
modifications as may be required by the commercial register of the Canton of
St. Gallen as part of the registration process.


 


1.3          Execution
of Agreements by Company.  Section 2.02  is amended to read in its entirety as
follows:


 


Section 2.02.                             Execution of Agreements by Company. 
At the Closing, promptly following the Company’s registration
in the commercial register of the Canton of St. Gallen, the Members (i) will
cause the Company to become a party to this Agreement by executing and
delivering counterparts hereof and (ii) shall execute and deliver, in the
case of Cymer to the extent it is a party thereto, and shall cause the Company
to execute and deliver, (A) counterparts of the Intellectual Property
Agreement, (B) counterparts of each Supply Agreement and (C) each
other Joint Venture Document that the Members shall mutually agree shall be
executed at the Closing.


 


1.4                               Representations
And Warranties.  Section 2.04 (d) 
is amended to read in its entirety as follows:


 


(d)                                 Notwithstanding any
other provision contained in this Agreement, the Company shall be authorized to
execute, deliver and perform this Agreement and the other Joint Venture
Documents to which it is a party and all documents, agreements, certificates,
or statements contemplated thereby or related thereto, each in the form
attached hereto, or in the case of the Administrative Services Agreement, and
the Facilities License Agreements, in the form mutually agreed by Cymer and
Zeiss LOB at or before Closing (except that the form of the Facilities License
Agreement for Korea shall be agreed to by Cymer and Zeiss LOB after Closing),
exclusive of any future amendments, without any further act, vote or approval
of any Member or any other Person.


 


1.5                               Attachments.  Attachments F (Swiss Corporate Legal
Implementation Timetable) is replaced in its entirety by Attachment F to this
Amendment No. 1.


 


2.





















 


2.                                      EFFECT OF AMENDMENT.  Effective as of
the Amendment No. 1 Effective Date, all references in the Agreement to the
“Agreement” or “this Agreement” shall mean the Agreement as amended by this
Amendment No. 1.  Except as expressly amended herein, the terms
of the Agreement continue unchanged and shall remain in full force and effect.


 


3.                                      EXECUTION OF AMENDMENT.  This Amendment No. 1
may be executed in one or more counterparts, each of which shall be considered
an original, but all of which counterparts together shall constitute one and
the same instrument.


 


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3.





















 


IN WITNESS WHEREOF, the
Parties have caused this Amendment No. 1 to be executed by their duly
authorized representatives, effective as of the Amendment No.1 Effective Date.


 


 


	
   

  	
  CYMER, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Robert P. Akins

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Robert P. Akins

  
	
   

  	
   

  	
  Title:

  	
  CEO

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  CARL ZEISS LASER OPTICS
  BETEILIGUNGSGESELLSCHAFT MBH

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Axel Jaeger

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Axel Jaeger

  
	
   

  	
   

  	
  Title:

  	
  Managing Director

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  CARL ZEISS SMT AG

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ H. Gerlinger

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Dr. Hermann Gerlinger

  
	
   

  	
   

  	
  Title:

  	
  President and CEO

  
	
   

  	
  By:

  	
  /s/ David Schoh

  	
   

  
	
   

  	
   

  	
  Name:

  	
  David Schoh

  
	
   

  	
   

  	
  Title:

  	
  Member of the Board and CFO

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  TCZ GMBH

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Brian C. Klene

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Brian C. Klene

  
	
   

  	
   

  	
  Title:

  	
  President and CEO

  
					



 


4.





















 


EXHIBIT F


 


Swiss Corporate Legal Implementation
Timetable


 


	
  Action

  	
   

  	
  Time

  	
   

  	
  Description

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Signing

  	
   

  	
  Date hereof

  	
   

  	
  Signing of the Joint Venture Agreement and the IMT non-compete side
  letter agreement

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  As soon as reasonably practicable after signing of the Joint Venture
  Agreement

  	
   

  	
  Parties to transfer CHF 12,000 (Cymer) and CHF 8,000 (Zeiss) to bank
  account for formation of GmbH

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Selection of Trustees

  	
   

  	
  Signing of Trust Agreements Identification of Address

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Incorporation

  	
   

  	
  After receipt of funds and selection of Trustees

  	
   

  	
  Incorporation of GmbH with funds referred to above; appointment of
  CEO and Swiss Trustees and granting of signatory powers

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Registration

  	
   

  	
  Incorporation + five business days

  	
   

  	
  GmbH to be entered into commercial register

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Closing

  	
   

  	
  Promptly after Registration

  	
   

  	
  Signing of Intellectual Property Agreement, Supply Agreements,
  Contribution Agreement, Confidentiality Agreement, IMT IP Side Letter,
  Administrative Services Agreement, and Facilities License Agreements (except
  that the Facilities License Agreement for Korea shall be executed after Closing)

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Parties to make contributions according to Joint Venture Agreement;
  Cymer makes contribution of Cymer patents according to Contribution Agreement

  



 


5.