A VALID AND BINDING OBLIGATION OF SUCH PARTY.
7.2.
NO CONFLICT.
EACH PARTY HEREBY REPRESENTS AND
WARRANTS TO THE OTHER THAT SUCH PARTY'S MAKING OF THIS AGREEMENT AND PERFORMANCE
HEREUNDER DOES NOT AND WILL NOT VIOLATE ANY AGREEMENT EXISTING BETWEEN SUCH
PARTY AND ANY THIRD PARTY.
7.3.
COMMERCIAL HOLD HARMLESS.
BOTH PARTIES
RECOGNIZE THAT THE OUTCOME OF THE BUSINESS RELATIONSHIP CREATED BY THIS
AGREEMENT IS UNCERTAIN, AND THEREFORE THIS AGREEMENT IS NOT, AND SHALL NOT BE
CONSTRUED AS, A COMMITMENT BY INTEL TO USE CYMER'S PRODUCTS OR TECHNOLOGY.
(A)
EXCEPT AS OTHERWISE SPECIFICALLY PROVIDED
IN THIS AGREEMENT UNDER NO CIRCUMSTANCES SHALL EITHER PARTY BE LIABLE TO THE
OTHER FOR COSTS OR DAMAGES OF ANY KIND, INCLUDING WITHOUT LIMITATION,
INCIDENTAL, CONSEQUENTIAL, SPECIAL OR SPECULATIVE DAMAGES, LOST PROFITS OR LOSS
OF BUSINESS, IN CONNECTION WITH NOT PROCEEDING WITH A BUSINESS RELATIONSHIP WITH
CYMER.
(B)
THE PARTIES ACKNOWLEDGE THAT IT WOULD BE
IMPRUDENT AND UNREASONABLE TO RELY UPON THE EXPECTATION OF CONDUCTING FUTURE
BUSINESS TOGETHER, AND THE PARTIES' ACTIVITIES UNDER THIS AGREEMENT SHALL NOT BE
CONSIDERED EVIDENCE OF INTENT TO CONDUCT FUTURE BUSINESS.
(C)
CYMER ACKNOWLEDGES THAT INTEL HAS A POLICY
OF OBTAINING MULTIPLE QUALIFIED SUPPLIERS FOR EQUIPMENT AND MATERIALS USED IN
INTEL'S MANUFACTURING, AND THAT INTEL MAY CHOOSE TO DISENGAGE FROM WORKING
7
WITH CYMER AT INTEL'S SOLE DISCRETION, IRRESPECTIVE OF FAULT ON CYMER'S PART.
(D)
NEITHER PARTY SHALL BE PRECLUDED FROM
EVALUATING, INDEPENDENTLY DEVELOPING OR MARKETING TECHNOLOGY OR PRODUCTS SIMILAR
TO THOSE THAT ARE THE SUBJECT OF THIS AGREEMENT.
7.4
[...***...]
8.
INTELLECTUAL PROPERTY
8.1.
THE PARTIES ANTICIPATE THAT THERE WILL BE
INTELLECTUAL PROPERTY DEVELOPED PURSUANT TO THE ACTIVITIES UNDERTAKEN
HEREUNDER.
NOTWITHSTANDING THIS AGREEMENT, ALL INTELLECTUAL PROPERTY DEVELOPED
INDEPENDENTLY BY ONE PARTY SHALL BE OWNED BY THAT PARTY. INTELLECTUAL PROPERTY
DEVELOPED JOINTLY BY THE PARTIES SHALL BE OWNED AS FOLLOWS:
(A)
ALL INTELLECTUAL PROPERTY CREATED HEREUNDER
AND DIRECTLY RELATED TO THE LIGHT SOURCES FOR SEMICONDUCTOR PHOTOLITHOGRAPHY
WILL BE OWNED BY CYMER.
(B)
ALL INTELLECTUAL PROPERTY CREATED HEREUNDER
AND DIRECTLY RELATED TO THE PHOTOLITHOGRAPHY PROCESS IN THE MANUFACTURE OF
INTEGRATED CIRCUITS, OR INTEGRATED CIRCUITS WILL BE OWNED BY INTEL.
(C)
ALL JOINTLY DEVELOPED INTELLECTUAL PROPERTY
HEREUNDER THAT FALLS WITHIN BOTH (A ) & (B) ABOVE OR JOINTLY DEVELOPED
INTELLECTUAL PROPERTY THAT FALLS WITHIN NEITHER OF (A) NOR (B) SHALL BE JOINTLY
OWNED.
8.2
[...***...]
9.
LIMITATION OF LIABILITY
IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INCIDENTAL,
CONSEQUENTIAL, INDIRECT, OR SPECIAL DAMAGES OF THE OTHER PARTY ARISING OUT OF OR
IN RELATION TO THIS AGREEMENT, EVEN IF THAT PARTY HAS BEEN INFORMED OF THE
POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL CYMER'S LIABILITY UNDER THIS
AGREEMENT EXCEED AMOUNTS RECEIVED FROM INTEL HEREUNDER.
10.
TERM, TERMINATION AND SURVIVAL OF TERMS.
10.1.
TERM. THIS AGREEMENT SHALL COMMENCE ON THE
EFFECTIVE DATE AND SHALL TERMINATE [...***...] FOLLOWING THE FIRST HVM SOURCE MADE
AVAILABLE FOR SHIPMENT BY CYMER TO INTEL OR INTEL'S DESIGNATED LITHOGRAPHY TOOL
INTEGRATOR, UNLESS EARLIER TERMINATED AS PROVIDED BELOW OR EXTENDED BY MUTUAL
AGREEMENT (SUCH PERIOD,