EXHIBIT 10.1
_____________________________________________
CONFIDENTIAL TREATMENT
REQUESTED___________________________________________
CERTAIN PORTIONS INDICATED BY
[*****] HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT. THE OMITTED NON-PUBLIC PORTIONS HAVE BEEN FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
AMENDMENT NO. 5
This AMENDMENT NO. 5
(“AMENDMENT”) to DEVELOPMENT AGREEMENT effective as of,
as amended by AMENDMENT NO. 1 effective as of September 6, 2001,
AMENDMENT NO. 2 effective as of November 30, 2003, AMENDMENT NO. 3
effective as of July 28, 2004 and AMENDMENT NO. 4 effective as of
March 26, 2004, made by and between Canon Inc., a Japanese
corporation having its principal place of business at 30-2,
Shimomaruko 3-chome, Ohta-ku, Tokyo 146-8501, Japan
(“CANON”) and Zygo Corporation, a Delaware corporation
having its principal place of business at 21 Laurel Brook Road,
Middlefield, Connecticut 06455-0448, U.S.A. (“ZYGO”),
each sometimes referred to hereinafter as a “PARTY” and
jointly as the “PARTIES” to this AMENDMENT,
WITNESSETH:
WHEREAS, CANON and ZYGO entered
into the DEVELOPMENT AGREEMENT, as subsequently amended by
AMENDMENT NO. 1, AMENDMENT NO. 2, AMENDMENT NO. 3 and AMENDMENT NO.
4 thereto (the “ORIGINAL AGREEMENT”) under which CANON
and ZYGO have been developing a certain interferometer and figure
measurement machines; and
WHEREAS, the PARTIES have agreed
to proceed with another PROJECT (as defined in the ORIGINAL
AGREEMENT) under the terms and conditions thereof;
NOW, THEREFORE, the PARTIES
hereby agree as follows:
1.
EXHIBIT A-3 attached hereto shall be added to EXHIBIT A of the
ORIGINAL AGREEMENT and become part thereof.
2. Except
as expressly provided herein, all of the terms and conditions of
the ORIGINAL AGREEMENT shall continue in effect.
3. This
AMENDMENT shall become effective as of November 28, 2003,
irrespective of the date signed below.
IN WITNESS WHEREOF, the PARTIES
have caused this AMENDMENT to be executed in duplicate originals by
their duly authorized representatives as of the date last signed
below.
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CANON
INC.
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ZYGO
CORPORATION
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BY: /s/ Hironori
Yamamoto
Hironori
Yamamoto
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BY: /s/ Bruce
Robinson
Bruce
Robinson
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Group Executive, Managing Director
Core
Technology
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TITLE: Development
Headquarters
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TITLE: President
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DATE: February 23, 2005
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DATE: February 26, 2005
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1
EXHIBIT A-3
PROJECT 3. (Additional development for
M#1)
1. TARGET
PRODUCT
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The following
components and tools for the TARGET PRODUCT specified in EXHIBIT
A-1 (the figure measurement machine identified as “Machine
1”) of which fundamental specifications and requirements are
separately agreed upon by the PARTIES; and which fully meet the
FINAL SPECIFICATIONS
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(1) [*****] lens and [*****]
lens
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(2) [*****] lens and [*****]
lens
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