**Exhibit 14.1**

 

**Cymer, Inc.****Code of Ethics for Chief Executive, Chief Financial and ChiefAccounting Officers**

 

The Cymer, Inc. Employee Handbook includesthe “Cymer Values”, a set of business values againstwhich we measure all of our decisions andbehaviors. One of these values is that we hold all Cymer employees to the highest standards ofpersonal integrity: that we are honest and ethical in all our business dealings; that we keep our promisesand admit our mistakes. Such personal conduct ensures that Cymer’s name is always worthy of trust.

 

The Employee Handbook applies to allemployees of Cymer, including the Chief Executive, ChiefFinancial and Chief Accounting Officers.  These officers given the special nature ofthe responsibilities entrustedto them are held to additional standards of conduct. In addition to theHandbook provisions of ethicalconduct, conflicts of interest and compliance with law, Cymer’s Board ofDirectors has adopted thefollowing Code of Ethics specifically for our Chief Executive, Chief Financial,and Chief Accounting Officers:

 

•                  You are responsible for full, fair, accurate,timely and understandable financial disclosure in reports and documents filed with or furnishedto the Securities and Exchange Commission by Cymer and in other public communications made by Cymer. You must ensurethat Cymer’s accounting recordsare maintained in accordance with all applicable laws, properly supported andclassified, and you must not knowingly include any false or misleading entries.

 

•                  You are responsible for Cymer’s system ofinternal financial reporting and accounting controls. You shall promptly bring to the attention ofthe Audit Committee any information you may have concerning 

 

•                  Significant deficiencies in the design oroperation of internal controls that could adversely affect Cymer’s ability to record, process,summarize and report financial data, or

 

•                  Any fraud, whether or not material, thatinvolves management or other employees who have a significant role in Cymer’s financial reporting, disclosures orinternal controls.

 

•                  Your conduct cannot be such that it wouldinterfere with Cymer’s business interest and you may never let business dealings on behalf ofCymer be influenced - or even appear to be influenced - by personal interests. You shall promptlybring to the attention of the Audit Committee any information you may have concerning anyactual or apparent conflict of interest between personal and professional relationships, involving anymanagement or other employee who has a significant role in Cymer’s financial reporting, disclosures orinternal controls.

 

•                  Cymer is committed to complying with both theletter and the spirit of all applicable laws, rules and regulations. You shall promptly bring tothe attention of the Audit Committee any information you may have concerning evidence of amaterial violation of the securities exchange or other laws, rules or regulations applicable toCymer or its employees or agents. You shall promptly bring to the attention of the Audit Committeeany information you may have concerning any violation of this Code of Ethics. The Board of Directors shall beresponsible for determining disciplinaryaction to be taken by Cymer in the event of a violation of this Code of Ethics.

 

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