(5)
THE MAKING BY THE OTHER PARTY OF ANY
ASSIGNMENT FOR THE BENEFIT OF CREDITORS;
(6)
THE INSTITUTION OF ANY PROCEEDINGS FOR THE
LIQUIDATION OR WINDING UP OF THE OTHER PARTY'S BUSINESS OR FOR THE TERMINATION
OF ITS CORPORATE CHARTER;
5
(7)
THE OTHER PARTY UNDERGOES A CHANGE OF
CONTROL.
FOR PURPOSES OF THIS SECTION 4.3, "CHANGE OF CONTROL" SHALL MEAN A
TRANSACTION OR A SERIES OF RELATED TRANSACTIONS IN WHICH (I) ONE OR MORE RELATED
PARTIES WHO DID NOT PREVIOUSLY OWN AT LEAST A FIFTY PERCENT (50%) INTEREST IN A
PARTY TO THIS AGREEMENT OBTAIN AT LEAST A FIFTY PERCENT (50%) INTEREST IN SUCH
PARTY, AND, IN THE REASONABLE BUSINESS JUDGMENT OF THE OTHER PARTY TO THIS
AGREEMENT, SUCH CHANGE IN OWNERSHIP WILL HAVE A MATERIAL EFFECT ON THE OTHER
PARTY'S BUSINESS, OR (II) A PARTY ACQUIRES, BY MERGER, ACQUISITION OF ASSETS OR
OTHERWISE, ALL OR ANY PORTION OF ANOTHER LEGAL ENTITY SUCH THAT THE MARKET VALUE
OF SUCH PARTY AFTER THE CLOSE OF SUCH TRANSACTION IS GREATER THAN TWO AND TWO
THIRDS (2 2/3) OF THE MARKET VALUE OF SUCH PARTY PRIOR TO SUCH TRANSACTION.
4.4
SURVIVAL.
THE PROVISIONS OF SECTIONS WILL SURVIVE ANY TERMINATION
OR EXPIRATION OF THIS AGREEMENT:
1, 3 (BUT ONLY UPON AGREEMENT TERMINATION AS
INCORPORATED INTO A CORPORATE PURCHASE AGREEMENT), 4, 5 AND 6.
5.DISCLAIMER
5.1 NOTHING CONTAINED IN THIS AGREEMENT SHALL BE CONSTRUED AS:
(A)
A WARRANTY OR REPRESENTATION BY INTEL AS TO
THE VALIDITY, ENFORCEABILITY OR SCOPE OF ANY CLASS OR TYPE OF PATENT RIGHT; OR
(B)
A WARRANTY OR REPRESENTATION THAT ANY
MANUFACTURE, SALE, LEASE, USE OR OTHER DISPOSITION OF LICENSED PRODUCTS
HEREUNDER WILL BE FREE FROM INFRINGEMENT OF ANY PATENT RIGHTS OF ANY THIRD
PARTY; OR
(C)
AN AGREEMENT TO BRING OR PROSECUTE ACTIONS
OR SUITS AGAINST THIRD PARTIES FOR INFRINGEMENT OR CONFERRING ANY RIGHT TO BRING
OR PROSECUTE ACTIONS OR SUITS AGAINST THIRD PARTIES FOR INFRINGEMENT; OR
(D)
CONFERRING ANY RIGHT TO USE IN ADVERTISING,
PUBLICITY, OR OTHERWISE, ANY TRADEMARK, TRADE NAME OR NAMES, OR ANY CONTRACTION,
ABBREVIATION OR SIMULATION THEREOF, OF EITHER PARTY; OR
(E)
CONFERRING BY IMPLICATION, ESTOPPEL OR
OTHERWISE, UPON CYMER LICENSED HEREUNDER, ANY LICENSE OR OTHER RIGHT UNDER ANY
PATENT RIGHTS, COPYRIGHT, MASKWORK, TRADE SECRET, TRADEMARK OTHER INTELLECTUAL
PROPERTY RIGHT EXCEPT THE LICENSES AND RIGHTS EXPRESSLY GRANTED HEREUNDER; OR
(F)
AN OBLIGATION TO FURNISH ANY TECHNICAL
INFORMATION OR KNOW-HOW OUTSIDE OF WHAT IS TRANSMITTED PURSUANT OF THIS
AGREEMENT.
5.2
NO IMPLIED WARRANTIES. INTEL HEREBY DISCLAIMS ANY IMPLIED WARRANTIES WITH
RESPECT TO THE PATENTS LICENSED HEREUNDER, INCLUDING WITHOUT LIMITATION, THE
WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
6. MISCELLANEOUS PROVISIONS
6.1 AUTHORITY.
INTEL REPRESENTS AND WARRANTS THAT IT HAS THE RIGHT TO GRANT TO
CYMER THE LICENSES GRANTED HEREUNDER.
6.2 NO ASSIGNMENT.
THIS AGREEMENT IS PERSONAL TO THE PARTIES, AND THE AGREEMENT
OR ANY RIGHT OR OBLIGATION HEREUNDER IS NOT ASSIGNABLE, WHETHER IN CONJUNCTION
WITH A CHANGE IN OWNERSHIP, MERGER, ACQUISITION, THE SALE OR TRANSFER OF ALL, OR
SUBSTANTIALLY ALL OR ANY PART