WITHIN AND OF THE SCOPE SET FORTH HEREIN AND WITHOUT THE REQUIREMENT TO
PAY CONSIDERATION TO ANY THIRD PARTY (OTHER THAN EMPLOYEES OF THE APPLICABLE
PARTY OR ITS SUBSIDIARIES) FOR THE GRANT OF A LICENSE UNDER THIS AGREEMENT.
1.10.
"PATENT RIGHTS" SHALL MEAN ALL RIGHTS WHICH MAY BE
EXERCISED TO ENFORCE PATENTS.
1.11.
"INTEL PATENTS" SHALL MEAN THOSE PATENTS AND PATENT
APPLICATIONS THAT ARE LISTED IN EXHIBIT A AND ALL EUV SOURCE SYSTEM PATENTS THAT
BECOME OWNED BY INTEL DURING THE TERM OF THIS AGREEMENT AND INCLUDING THEIR
DIVISIONALS OR CONTINUATIONS OR BOTH.
1.12.
"TRADE SECRETS" SHALL MEAN KNOW-HOW, INVENTIONS,
DISCOVERIES, CONCEPTS, IDEAS, METHODS, PROCESSES, DESIGNS, FORMULAE, TECHNICAL
DATA, DRAWINGS, SPECIFICATIONS, DATA BASES, MODELS, PROTOTYPES, SPECIMENS,
NOTES, DOCUMENTS, SCHEMATICS, LAYOUT, AND OTHER DATA AND MATERIALS AND ANY OTHER
CONFIDENTIAL INFORMATION , INCLUDING THAT HAVE BEEN OBTAINED AND WILL BE BY
INTEL FROM ITS EUV RELATED AGREEMENTS WITH VARIOUS UNIVERSITIES, THAT WILL BE
TRANSMITTED TO CYMER BY INTEL DURING THE TERM OF THIS AGREEMENT AS PART OF THIS
AGREEMENT.
1.13.
"SUBSIDIARY" SHALL MEAN ANY CORPORATION,
PARTNERSHIP, JOINT VENTURE, LIMITED LIABILITY CORPORATION OR OTHER ENTITY, NOW
OR HEREAFTER, IN WHICH A PARTY OWNS OR CONTROLS (EITHER DIRECTLY OR INDIRECTLY)
THE FOLLOWING:
(A)
AN INTEREST SUFFICIENT TO RECEIVE AT LEAST
THIRTY PERCENT (30%) OF THE PROFITS AND/OR LOSSES OF SUCH ENTITY (IN THE EVENT
THAT SUCH ENTITY DISTRIBUTES ITS PROFITS OR LOSSES); AND
(B)
EITHER OF THE FOLLOWING:
(1)
IF SUCH ENTITY HAS VOTING SHARES OR OTHER
VOTING SECURITIES, MORE THAN FIFTY PERCENT (50%) OF THE OUTSTANDING SHARES OR
SECURITIES ENTITLED TO VOTE FOR THE ELECTION OF DIRECTORS OR SIMILAR MANAGING
AUTHORITY; OR
(2)
IF SUCH ENTITY DOES NOT HAVE VOTING SHARES
OR OTHER VOTING SECURITIES, MORE THAN FIFTY PERCENT (50%) OF THE OWNERSHIP
INTEREST THAT REPRESENTS THE RIGHT TO MAKE DECISIONS FOR SUCH ENTITY.
An entity shall be deemed to be a Subsidiary under this Agreement only so long
as:
(C)
THE PARTY OWNING OR CONTROLLING THE
INTEREST REQUIRED UNDER SUBSECTION (A) ABOVE HAS NOT CONTRACTUALLY OR OTHERWISE
AGREED TO FORFEIT ANY PART OF ITS SHARE OF THE PROFITS OR LOSSES DISTRIBUTED BY
THE ENTITY; AND
(D)
THE PARTY OWNING OR CONTROLLING THE SHARES,
SECURITIES, OR OTHER OWNERSHIP INTEREST REQUIRED UNDER SUBSECTIONS (B)(1) OR
(B)(2) ABOVE HAS NOT CONTRACTUALLY OR OTHERWISE SURRENDERED, LIMITED, OR IN ANY
OTHER WAY CONSTRAINED ITS AUTHORITY TO ELECT THE MANAGING AUTHORITY OR MAKE
DECISIONS FOR THE ENTITY; AND
(E)
ALL REQUISITE CONDITIONS OF BEING A
SUBSIDIARY ARE MET.
1.14.
"ASSERT" MEANS TO BRING AN ACTION OF ANY NATURE
BEFORE ANY LEGAL, JUDICIAL, ARBITRATION, ADMINISTRATIVE, EXECUTIVE OR OTHER TYPE
OF BODY OR TRIBUNAL THAT HAS OR CLAIMS TO HAVE AUTHORITY TO ADJUDICATE SUCH
ACTION IN WHOLE OR IN PART.
EXAMPLES OF SUCH BODY OR TRIBUNAL INCLUDE, WITHOUT
2
LIMITATION, UNITED STATES STATE AND FEDERAL COURTS, THE UNITED STATES
INTERNATIONAL TRADE COMMISSION AND ANY FOREIGN COUNTERPARTS OF ANY OF THE
FOREGOING.
1.15.
"CYMER'S PRODUCTS" MEANS ALL PRODUCTS MANUFACTURED
BY OR FOR CYMER OTHER THAN (I) CHIPSETS; AND (II)