LAWS OF THE STATE OF
CALIFORNIA, WITHOUT REFERENCE TO ITS CONFLICTS OF LAW PRINCIPLES.
EACH PARTY
HEREBY AGREES TO JURISDICTION AND VENUE IN THE COURTS OF THE STATE OF CALIFORNIA
OR FEDERAL COURTS LOCATED IN CALIFORNIA FOR ALL DISPUTES AND LITIGATION ARISING
UNDER OR RELATING TO THIS AGREEMENT.
12.4.
RELATIONSHIP OF THE PARTIES.
THIS AGREEMENT IS NOT
INTENDED TO BE, NOR SHALL IT BE CONSTRUED AS, A JOINT VENTURE, ASSOCIATION,
PARTNERSHIP, FRANCHISE OR OTHER FORM OF BUSINESS RELATIONSHIP.
NEITHER PARTY
SHALL HAVE NOR HOLD ITSELF OUT AS HAVING ANY RIGHT OR POWER OR AUTHORITY TO
ASSUME, CREATE, OR INCUR ANY EXPENSE, LIABILITY OR OBLIGATION, EXPRESSED OR
IMPLIED, ON BEHALF OF THE OTHER PARTY, EXCEPT AS EXPRESSLY PROVIDED HEREIN.
EXCEPT AS EXPRESSLY AGREED, EACH PARTY SHALL BEAR ITS OWN COSTS AND EXPENSES
INCURRED UNDER OR IN CONJUNCTION WITH ITS PERFORMANCE OF ITS OBLIGATION
CONTAINED IN THIS AGREEMENT.
12.5.
ASSIGNMENT.
DURING THE AGREEMENT TERM THE RIGHTS
AND OBLIGATIONS OF THE PARTIES UNDER THIS AGREEMENT MAY NOT BE ASSIGNED, WHETHER
BY OPERATION OF LAW OR OTHERWISE, WITHOUT THE PRIOR WRITTEN CONSENT OF THE OTHER
PARTY, WHICH CONSENT MAY NOT BE UNREASONABLY WITHHELD. ANY SUCH ATTEMPTED
ASSIGNMENT SHALL BE NULL AND VOID. NOTWITHSTANDING THE FOREGOING, INTEL SHALL BE
ALLOWED TO UNILATERALLY ASSIGN THIS AGREEMENT TO ANY OF ITS WHOLLY OWNED
SUBSIDIARIES UPON WRITTEN NOTICE TO CYMER.
EACH PARTY RESERVES THE RIGHT TO
WITHHOLD ANY REQUIRED CONSENT IF IN ITS GOOD FAITH REASONABLE JUDGMENT, THE
PROPOSED ASSIGNEE IN NOT CAPABLE OF MEETING THE RIGHTS AND OBLIGATIONS UNDER THE
AGREEMENT.
SUBJECT TO THE FOREGOING, THIS
11
AGREEMENT SHALL INURE TO AND BENEFIT AND BIND THE SUCCESSORS AND PERMITTED
ASSIGNS OF THE PARTIES.
12.6.
NOTICES.
ALL NOTICES, DEMANDS OR CONSENTS REQUIRED
OR PERMITTED HEREUNDER SHALL BE IN WRITING AND SHALL BE DELIVERED, SENT BY
FACSIMILE (WITH CONFIRMATION COPY BY MAIL) OR TELEX, OR MAILED TO THE RESPECTIVE
PARTIES AT THE ADDRESSES FIRST SET FORTH IN THE FIRST PARAGRAPH OF THIS
AGREEMENT OR AT SUCH OTHER ADDRESS AS SHALL HAVE BEEN GIVEN TO THE OTHER PARTY
IN WRITING FOR THE PURPOSES OF THIS CLAUSE.
SUCH NOTICES AND OTHER
COMMUNICATIONS SHALL BE DEEMED EFFECTIVE UPON THE EARLIEST TO OCCUR OF (I)
ACTUAL DELIVERY, (II) FIVE (5) DAYS AFTER MAILING, ADDRESSED AND POSTAGE
PREPAID, RETURNED RECEIPT REQUESTED, AS AFORESAID, OR (III) ONE (1) BUSINESS DAY
AFTER TRANSMISSION BY TELEX, TELEGRAM OR FACSIMILE WHERE RECEIPT HAS BEEN
CONFIRMED BY THE SAME TYPE OF TRANSMISSION OR IN WRITING RECEIVED BY THE SENDER.
12.7.
SEVERABILITY.
THE PROVISIONS OF THIS AGREEMENT ARE
SEVERABLE AND IF ANY ONE OR MORE SUCH PROVISIONS SHALL BE DETERMINED TO BE
INVALID, ILLEGAL OR UNENFORCEABLE, IN WHOLE OR IN PART, THE VALIDITY, LEGALITY
AND ENFORCEABILITY OF ANY OF THE REMAINING PROVISIONS OR PORTIONS THEREOF SHALL
NOT IN ANY WAY BE AFFECTED OR IMPAIRED THEREBY AND SHALL NONETHELESS BE BINDING
BETWEEN THE PARTIES HERETO.
12.8.
TITLES AND HEADINGS.
TITLES AND HEADINGS TO
SECTIONS HEREIN ARE INSERTED FOR CONVENIENCE OF REFERENCE ONLY AND ARE NOT
INTENDED TO AFFECT THE MEANING