MICROPROCESSORS THAT ARE
HARDWARE OR SOFTWARE COMPATIBLE WITH ONE OR MORE INTEL MICROPROCESSORS.
2.
GRANT OF RIGHTS
2.1
SUBJECT TO THE TERMS OF THIS AGREEMENT, INTEL GRANTS TO CYMER A
[...***...] LICENSE, [...***...], UNDER THE INTEL PATENTS TO
(A)
MAKE, USE, SELL, OFFER TO SELL, IMPORT AND
OTHERWISE DISPOSE OF CYMER LICENSED PRODUCT, AND
(B)
MAKE, HAVE MADE, USE AND/OR IMPORT ANY
COMPONENTS 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 PRODUCT INCLUDES THE RIGHT TO
ASSEMBLE AND COMBINE INTEGRATED CIRCUITS INTO CYMER LICENSED PRODUCT, BUT DOES
NOT INCLUDE ANY LICENSE TO MAKE, HAVE MADE, USE, SELL, OFFER TO SELL, IMPORT OR
OTHERWISE DISPOSE OF INTEGRATED CIRCUITS THEMSELVES, INCLUDING THOSE INTEGRATED
CIRCUITS THAT ARE INCLUDED IN CYMER LICENSED PRODUCT EXCEPT AS REPLACEMENT PARTS
FOR CYMER LICENSED PRODUCT.
2.3
SUBJECT TO THE TERMS OF THIS AGREEMENT, INTEL GRANTS TO CYMER A
[...***...] LICENSE, [...***...], UNDER THE TRADE SECRETS, TO USE INTERNALLY AND TO HAVE
CYMER THIRD PARTY CONTRACTORS MAKE COMPONENTS (SUBJECT TO REQUIREMENTS OF
CONFIDENTIALITY CONSISTENT WITH THIS AGREEMENT), TO MAKE USE, SELL OFFER FOR
SALE, IMPORT OR OTHERWISE DISPOSE OF CYMER LICENSED PRODUCTS.
2.4
LICENSE FEE.
(A)
IN CONSIDERATION FOR THE LICENSE GRANTS
FROM INTEL PURSUANT TO THIS AGREEMENT, CYMER SHALL PAY TO INTEL A [...***...]
LICENSE FEE, AND PAYMENTS WILL BE DUE STARTING ON THE LAST BUSINESS DAY OF THE
[...***...] DURING WHICH THE FIRST HIGH VOLUME MANUFACTURING SHIPMENT OF CYMER
LICENSED PRODUCT IS MADE.
THE [...***...] LICENSE FEE WILL BE IN THE AMOUNT OF
[...***...] WHICH WILL BE PAID FOR A PERIOD OF [...***...].
EACH LICENSE FEE PAYMENT
WILL BE MADE VIA CHECK PAYABLE TO INTEL CORPORATION, POST CONTRACT MANAGEMENT,
JF3-149, 2111 N.E. 25TH AVENUE, HILLSBORO, OR 97124; OR WIRE 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 ARE INTENDED TO COVER ONLY CYMER
LICENSED PRODUCT, AND ARE NOT INTENDED TO COVER MANUFACTURING ACTIVITIES THAT
CYMER MAY UNDERTAKE ON BEHALF OF THIRD PARTIES WHOSE INTENTION IS TO RE-SELL THE
CYMER LICENSED PRODUCT AS A STANDALONE COMPONENT AND NOT OTHERWISE USE THE CYMER
LICENSED PRODUCT OR INTEGRATE IN ANOTHER TOOL (PATENT LAUNDERING ACTIVITIES).
2.6
LICENSES AND SUBSIDIARIES.
(A)
INTENTION FOR SUBSIDIARIES TO BE BOUND.
(1)
EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE
PARTIES INTEND THAT THIS AGREEMENT SHALL EXTEND TO ALL OF EACH PARTY'S
SUBSIDIARIES.
THE PARTIES AGREE THAT TO THE EXTENT
3
THEY ARE NOT ALREADY BOUND, EACH PARTY SHALL USE REASONABLE AND DILIGENT EFFORTS
TO ENSURE THAT ALL SUCH SUBSIDIARIES ARE BOUND BY THE TERMS OF THIS AGREEMENT.
(B)
EITHER PARTY TO THIS AGREEMENT SHALL HAVE
THE RIGHT TO REQUEST A WRITTEN CONFIRMATION OR DENIAL FROM THE OTHER PARTY TO
THIS AGREEMENT THAT A SPECIFIC SUBSIDIARY IS (OR IS NOT) BOUND BY THIS
AGREEMENT.
A PARTY RECEIVING SUCH A REQUEST SHALL PROVIDE SUCH WRITTEN