Exhibit
10.1


*** Text Omitted and Filed
Separately


Pursuant to a Confidential
Treatment Request


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


AMENDMENT
OF


CYMER
CORPORATION and INTEL CORPORATION


DEVELOPMENT
AGREEMENT


This Amendment of
the January 23, 2004 Development Agreement (the “Amended Agreement”) is entered
into 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 and
its wholly owned subsidiaries (hereinafter “Cymer”), and Intel Corporation, a
Delaware corporation, having its principal place of business at 2200 Mission
College 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 receipt
and sufficiency of which is acknowledged, the Parties agree to amend the
Development Agreement as follows:


AGREEMENT


1.                                      CONSTRUCTION
AND DEFINITIONS


(a)                                  Delete
paragraph 1.2(a) and re-write as follows:


EUV Source System shall mean a system including all
apparatus to deliver debris-free, in-band, collected photons to the intermediate
focus of the EUV lithography system.


(b)                                 Delete
paragraph 1.2(c)


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


(d)                                 Delete
paragraph 1.2(e)


(e)                                  Delete
paragraph 1.2(f)


Insert new paragraph


1.2(g)                  Cymer’s Plan
means the technical plan, established in accordance with Cymer’s internal
decisions, to develop an EUV Source System.


Confidential



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2.                                      SCOPE
OF WORK


Delete paragraphs 2.1,
2.2 and 2.3


Delete paragraphs 2.4 and
re-write as follows


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


Re-write paragraph 2.5 as
follows


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


3.                                      Delete
all of Paragraph 3


4.                                      Delete
all of Paragraph 4


5.                                      Delete
all of paragraph 5 and re-write as follows:


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


Re-write paragraph 5.4 as
follows


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


Add new paragraph 5.6 as
follows


The [ . . . *
*
*  . . . ] shall grant to Intel the right to
purchase, for [ . . . *  *
*  . . . ] ([ . . . *
*
*  . . . ]) [ . . . *
*
*  . . . ] commencing with the [ . . . *
*
*  . . . ] (for which notice shall be promptly
delivered by Cymer to Intel in writing) a [ . . . *
*
*  . . . ] of [ . . . *
*
*  . . . ]% of Cymer’s [ . . . *
*
*  . . . ] for [ . . . *
*
*  . . . ] under the [ . . . *
*
*  . . . ] that Cymer grants to [ . . . *
*
*  . . . ]. 
The [ . . . *  *
*  . . . ] rights shall be exercisable by Intel
per the “[ . . . *  *  *  . . . ]” Agreement of 6/24 2004, however, it
shall 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.  This
Amended Agreement shall terminate on [ . . . *
*
*  . . . ] or [ . . . *
*
*  . . . ] ([ . . . *
*
*  . . . ]) [ . . . *
*
*  . . . ] after Cymer notifies Intel in writing
of 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 to
engage in [ . . . *  *
*  . . . ] and fails to remedy said failure
within [ . . . *  *  *  . . . ] ([ . . . *
*
*  . . . ]) days notice from Cymer, at which
time termination of the Agreement shall be Cymer’s sole and exclusive remedy in
connection therewith.  Intel may terminate
this 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 as
incorporated into a CPA), 8.1, 9, 10, 11 and 12 shall survive expiration or
termination of this Amended Agreement for any reason.  No termination or expiration of the Agreement
shall serve to terminate any EUV Source System purchase order issued by Intel
pursuant to the terms of this Agreement prior to the effective date of such
termination or expiration.


11.                               FORCE
MAJEURE, BUSINESS CONTINUITY AND LICENSE RIGHTS


Delete paragraph 11.1 and amend as follows


Force Majeure.  If the performance of this Agreement or any
obligations hereunder (other than payment of money) is prevented, restricted,
or interfered with by the reasons of acts of God, acts of an governmental
authority, riot, revolution, fires, or war, or other cause beyond the
reasonable control of the Parties hereto (“Force Majeure”), the Party so
effected 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     Upon
execution of this document, Cymer shall Cymer shall return to Intel Three
Hundred Forty Seven Thousand, Two Hundred Twenty Two Dollars, $347,222, of
unearned income on advanced payment from Intel.


Delete Exhibit A, Statement of Work and NRE
Payment Milestones


IN
WITNESS WHEREOF, the Parties have caused this Agreement to be
executed by duly authorized officers or representatives to be effective as of
the 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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