TRANSACTION AGREEMENT

Exhibit 10.110

Execution Copy

TRANSACTION AGREEMENT

by and among

LAM RESEARCH CORPORATION, 4650 Cushing Parkway, Fremont,
California 94538, USA

“Buyer”

and

SEZ Holding AG, Leutschenbachstrasse 95, 8050 Zurich, Switzerland

“Company”

regarding the publication of a recommended public takeover offer for
all shares of the Company

TRANSACTION AGREEMENT

TRANSACTION AGREEMENT (“Agreement” ), dated as of 10 December 2007, by and among Lam Research Corporation, a Delaware corporation (“Buyer” ), and SEZ Holding AG, a corporation (société anonyme, Aktiengesellschaft) organized under the laws of Switzerland (the “Company” ). Buyer and the Company each a “Party” and together the “Parties” .

Recitals

A.		Company’s nominal share capital amounts to CHF 16,800,247, divided into 16,800,247 fully paid registered shares with a nominal value of CHF 1 each (the “Shares” and each a “Share” ). In addition, Company has a conditional share capital of CHF 939,753, divided into 939,753 Shares; 124,421 employee options are outstanding and each option entitles the holder to buy one Share at the respective exercise price (the “Employee Options” ). The Shares are listed on the main market of the SWX Swiss Exchange; the Employee Options are not listed.
B.		Buyer is a U.S.-based Delaware corporation with leading businesses in wafer fabrication equipment and services for the semiconductor industry. The shares of Buyer are listed on NASDAQ.
C.		The Parties entered into a confidentiality agreement dated 14 September 2007 (the “Confidentiality Agreement” ), which has been superseded in its entirety solely insofar as the obligations of Buyer and its subsidiaries and affiliates provided for thereunder, by the provisions of Section 9.1 of this Agreement.
D.		Based on the non-binding term sheet agreed between the Parties on 28 September 2007 and the intention of Buyer to make a public takeover offer for all Shares, Buyer has been allowed to conduct — subject to certain limitations regarding trade secrets and information sensitive from a competition point of view — a due diligence investigation of the Company and its subsidiaries and to review the books and records of the Company and its subsidiaries as well as to meet with the senior management and certain key personnel of the Company and its subsidiaries (the “Due Diligence” ).
E.		In the meantime Buyer has conducted the Due Diligence and the Board of Directors of Buyer has agreed to publish an offer for all Shares at a price of CHF 38 per Share, less dividend payments as well as any dilutive events (such as capital increases with an issue price of the shares below the Offer Price, repayments of capital or sales of treasury shares below the offer price) becoming effective prior to the settlement of the Offer (but such dilution effects shall not include the Employee Options issued and outstanding as of the Launch Date (as defined below)) (the “Offer Price” ), on the terms and subject to the conditions set forth in this Agreement (the “Offer” ).

NOW, THEREFORE, in consideration of the foregoing and the covenants and agreements herein contained, and intending to be legally bound hereby, Buyer and the Company hereby agree as follows:

1.		Submission of the Offer
1.1		Subject to the terms and conditions of this Agreement, Buyer undertakes to commence an Offer at the Offer Price and publish an offer prospectus relating to the Offer, in substantially the form set out in Annex 1 to this Agreement with such modifications or in such other form as shall be agreed between the Company and Buyer and approved by the Swiss Takeover Offer Board (the “TOB” and the “Prospectus”).
1.2		It is expected that the Prospectus will be published on or about 8 January 2008, but in any event no later than 31 January 2008. The date of publication of the Prospectus shall be the “Publication Date” for purposes hereof.
1.3		The Offer will be pre-announced on 11 December 2007, CET (the “Launch Date”) by means of a pre-announcement substantially in the form attached hereto as Annex 2 to this Agreement. The Launch Date for purposes hereof shall be the date of the publication of such a pre-announcement in the electronic media. Such a pre-announcement shall contain those parts of the Prospectus that are required to be included in the pre-announcement in order for it to have legal effect.
1.4		Any material amendments to the Prospectus must be agreed between the Parties. Buyer is obliged to inform the Company regarding the status of the Offer and the compliance with the Offer Conditions (as defined below) pursuant to Section 7 below.
1.5		In making its Offer at the Offer Price, Buyer has relied upon the publicly available information published by, and relating to, the Company, including (without limitation) its audited financial information, and its findings from the Due Diligence.
1.6		The Parties shall publish press releases regarding the intended Offer substantially in the form set out in Annex 3 and Annex 4 as soon as this Agreement has been executed and outside of the trading hours of both, SWX Swiss Exchange and NASDAQ, i.e. by 00:01 a.m. CET on the Launch Date.
1.7		Buyer shall be entitled to cause disclosure or publication, in accordance with applicable U.S and other securities laws, of English language versions of the Prospectus, the press release and Board of Directors report provided for in Section 2.1, the press release provided for in Section 1.6 and all other communications and materials distributed to holders of the Shares or otherwise published in connection with the Offer hereunder.
1.8		The Parties agree that by the time of conclusion of the Offer and any squeeze out proceedings, squeeze out merger and other means which aim at allowing Buyer subsequently to the closing of the Offer to obtain control over all assets of the Company, the holders of issued and outstanding Employee Options shall have received from Buyer an amount corresponding to the difference of the Offer Price and the strike price of their issued and outstanding Employee Options. The Parties shall evaluate all reasonable alternatives and find the most reasonably feasible way to accommodate this principle in agreement with the TOB, provided, however that in no event shall Buyer be obligated to implement any alternative that would constitute a second public offer or would result in an

		obligation of Buyer to increase the Offer Price. Further, Buyer shall not be obligated to incur costs for implementing these arrangements in excess of an aggregate of CHF 1 million.
2.		Recommendation of the Offer by the Company
2.1		The Board of Directors of the Company shall recommend to the Company’s shareholders to accept the Offer. Furthermore, subject to a Superior Offer (as defined below) not having been announced or pre-announced in the meantime, the Board of Directors of the Company shall provide Buyer with a report prepared in accordance with Art. 29 para. 1 of the Federal Act on Stock Exchanges and Securities Trading (“SESTA”) recommending the Offer in English, German and French in sufficient time so that it can be included in the publication of the Prospectus. At the same time, the Company shall provide the final fairness opinion relating to the Offer in printable form in English, German and French and shall publish the German and the French version of such opinion on its webpage.
2.2		This Section 2 shall not restrict the Board of Directors of the Company from changing its recommendation in compliance with Section 5.2.3 if a Superior Offer (as defined below) is made.
2.3		In connection with the Offer, the Parties shall actively cooperate with all competent authorities and shall promptly provide any such information and/or documents that may lawfully be required from them by any such authority.
3.		Conduct of Business
		To the extent permitted under Swiss law, the Company shall for the whole duration of this Agreement, (i) abstain (and shall procure that its subsidiaries and representatives abstain) from taking any actions outside the ordinary course of business consistent with the Company’s past practice; and (ii) shall, and shall cause each of its subsidiaries to, use all reasonable efforts to preserve intact its material business organization and relationships with third parties (including but not limited to its relationships with customers, suppliers, employees and business partners) and to keep available the services of their present officers and key employees.
		Without limiting the generality of the preceding paragraphs, and except as required by applicable laws and regulations or conditions of the Prospectus, without the prior written consent of Buyer, Company shall not, as from the date hereof, and shall cause its subsidiaries not to:

	(i)		adopt or propose any amendment to the Company’s Articles of Association or other similar corporate organizational documents;
	(ii)		convene a general meeting of shareholders in connection with the Offer otherwise than pursuant to Sections 5.10 and 5.11 below;
	(iii)		(a) declare, set aside or pay any dividend or other distribution with respect to any of its Shares, (b) split, combine or reclassify any of its Shares, (c) issue, deliver, sell, purchase, lend, borrow, in any other way invest or divest directly or indirectly into, pledge or otherwise encumber

			or subject to any lien any of its Shares or other equity securities (except that the Company may issue Shares based on the exercise of employee options granted prior to the date hereof);
	(iv)		grant call options on Shares (or other rights to purchase Shares, in particular employee stock options) or write put options on Shares (or grant other rights to sell Shares);
	(v)		incur any indebtedness or issue any debt securities or assume, guarantee or endorse, or otherwise as an accommodation become responsible for the obligations of any person (other than the Company and its subsidiaries; the Company and its subsidiaries are collectively the “Group”), except for indebtedness, debt securities and guarantees incurred in the ordinary course of business consistent with past practice;
	(vi)		(a) merge or consolidate with any other person, (b) acquire an amount of assets of any other person, or pledge or otherwise encumber or subject to any lien assets, in each case that are material to the Group taken as a whole, (c) make an investment material to the Group taken as a whole, in any other person or otherwise engage in any similar extraordinary business transaction;
	(vii)		sell, lease, license or otherwise surrender, relinquish or dispose of any assets or property which are material to the Group’s business, except pursuant to existing contracts or commitments (the terms and conditions of which have been disclosed to Buyer or its representatives);
	(viii)		enter into, modify or amend any transaction or contract, agreement or undertaking (whether written or oral) with any officer, director or employee of the Group other than in the ordinary course consistent with past practice or with respect to normal and customary terms of such persons’ employment with such company; or
	(ix)		authorize, agree or commit to do any of the foregoing.

4.		Representations and Warranties of the Company
		The Company represents and warrants as of the date hereof:

	(a)		The Company has disclosed to Buyer all information concerning the Group which has to be made known to the public under article 72 of the listing rules of SWX Swiss Exchange, whereby it is understood that for the purposes of this Section 4 (a) the grounds that allow exceptions to such disclosure under the listing rules do not apply;
	(b)		Since 1 January 2007, the Company and its subsidiaries and, to its knowledge, the members of the Board of Directors of the Company and the members of the management of the Group (i.e. Egon Putzi, Franz Sumnitsch, Kurt Lackenbucher, Sabine Kampitsch, Herwig Petschnig and Wolfgang Krammer) did not engage in any investments or divestments in the equity securities of the Company or transactions relating to or having as an underlying the equity securities of the Company, such as the purchase, sale or issuance of Shares, the issuance, the repurchase, the

			sale, the purchase, the exercise, the redemption of options, other than as disclosed in Annex 5 ;
	(c)		The Company’s share register reflects that less than 50% of the Company’s outstanding voting securities are directly or indirectly held of record by residents of the United States and the Company has no class of securities registered pursuant to Section 12 of the United States Securities Exchange Act of 1934, as amended.

5.		Additional Agreements
5.1		Cooperation within the framework of the Offer
5.1.1		From the date hereof and for the duration of this Agreement, the extent permitted under Swiss law and necessary to consummate the transactions provided for herein, each of Company and Buyer shall, and Company shall cause each of its subsidiaries to, cooperate and use all reasonable efforts:

	(i)		for the due publication of the Prospectus on or before the Publication Date together with the report of the Board of Directors relating to the Offer and, in the printed version (but not in the newspaper publication), the fairness opinion relating to the Offer;
	(ii)		to make or cause to be made all filings necessary or proper under applicable laws, rules and regulations;
	(iii)		to take all other actions necessary or advisable to consummate and make effective the transactions contemplated by this Agreement, including but not limited to, (1) the fulfillment of the Offer Conditions (as defined below), provided however, that, notwithstanding any other provision of this Agreement, none of the Parties shall be obligated to agree to divest, hold separate or otherwise restrict the use or operation of any business or assets of Buyer or the Company or any of their respective subsidiaries; (2) the distribution of the Prospectus and the acceptance forms to the Company’s shareholders and any actions or filings related thereto; (3) due settlement of the Offer in accordance with its terms;
	(iv)		to obtain approvals necessary or advisable from any government, ministry, department or administrative body, agency or commission of any jurisdiction in order to consummate the transactions contemplated hereby and permit the Group to continue fully existing operations following the transactions contemplated hereby; and
	(v)		to abstain from taking, or cause to abstain from taking, any action or doing, or cause to abstain from doing, any such thing that may prevent or compromise any of the above.

5.1.2

If at any time following the successful completion of the Offer any further action is necessary or desirable to carry out the purposes of this Agreement, including the execution of additional instruments, the proper officers and directors of each Party shall take all such action to the extent reasonable and practicable.

5.2		No solicitation
5.2.1		The Company immediately shall cease and cause to be terminated all existing discussions or negotiations, if any, with any parties conducted heretofore with respect to any Acquisition Proposal (as defined below). The Company shall not, nor shall it permit any of its subsidiaries to, nor shall it authorize or permit any of its officers, directors, employees, agents or advisors or other representatives (including, without limitation, any investment banker, attorney or accountant retained by it) to, directly or indirectly (i) solicit, initiate or encourage any inquiries or the making of any Acquisition Proposal, or (ii), other than as contemplated by Section 5.2.3, participate in any discussions or negotiations regarding an Acquisition Proposal.
		The term “Acquisition Proposal” means any proposal or offer from any person other than Buyer relating to any (1) tender or exchange offer involving Shares or other acquisition of Shares, (2) merger, consolidation or other business combination involving the Company or any of its subsidiaries which is material to the Group as a whole, (3) direct or indirect acquisition or purchase of a business that constitutes a substantial part of the assets of the Group, or a substantial amount of the equity securities of the Company or any subsidiary, (4) recapitalization or restructuring of the Company and its subsidiaries which is material to the Group as a whole, or (5) other transaction similar to any of the foregoing with respect to the Group which is material to the Group as a whole, other than the transactions contemplated by this Agreement.
5.2.2		The Company shall notify Buyer of any Acquisition Proposal received after the date hereof as promptly as practicable after its receipt thereof, it being understood that the Company shall be free to notify the TOB at the same time.
5.2.3		Except on a date that is not earlier than three trading days following the public announcement of a Superior Offer (as defined below) in the form of a pre-announcement in accordance with article 7 of the Ordinance of the Swiss Takeover Board of Public Takeover Offers (the “ TOO ”), the Board of Directors of the Company shall not (i) withdraw or modify in a manner adverse to Buyer, or propose publicly to withdraw or modify in a manner adverse to Buyer, the approval or recommendation by the Board of Directors of the Company of the transactions contemplated by this Agreement, or (ii) approve or recommend, or propose publicly to approve or recommend, any Acquisition Proposal. Except following publication of a Superior Offer in the form of a pre-announcement, the Board of Directors of the Company shall cause the Company not to enter into any letter of intent, agreement in principle, acquisition agreement or other similar acquisition agreement relating to any Acquisition Proposal. Following such pre-announcement of a Superior Offer, the Board of Directors of the Company may, or may cause the Company to, enter into, discuss or negotiate any confidentiality, process or other similar process agreement relating to such Superior Offer, including without limitation regarding a due diligence of the Company in connection therewith equivalent to the Due Diligence.
		For purposes of this Agreement, “Superior Offer” means any unsolicited offer to all of the shareholders of the Company to acquire all of the Shares on terms and conditions that the Board of Directors of the Company determines in its good faith judgment, after due consideration of its fiduciary duties (as advised by its advisors), to be superior for the Company’s shareholders when compared as a whole with the transactions contemplated by this Agreement, provided such offer

		is at a price that on a fully diluted basis is not lower than that offered by Buyer and on conditions no more restrictive on the offer than the Offer Conditions.
5.3		Access to non-public information
		The Company shall not permit or provide access to non-public information relating to the Group to any third party other than any other third party following publication of a Superior Offer from such party or other than as required by Swiss law or imposed by the TOB. In the event that such access is provided or permitted in accordance with the foregoing, such access shall be provided on terms and subject to conditions no more favorable than those applied to Buyer and their respective representatives and advisors including, without limitation, with respect to timing and content. If the Company in providing such access permits or provides access to information relating to the Group that it has not previously shared with Buyer or its respective representatives or advisors, the Company shall forthwith notify Buyer that this information is available for review, and provide access to this information to Buyer, its representatives and advisors, at the same time as to any other party.
5.4		Treasury Shares
		For the whole duration of this Agreement, the Company shall abstain (and shall procure that its subsidiaries abstain) from:

	(i)		notifying the Shares that they hold in treasury (the “Treasury Shares”) for acceptance in the Offer; and
	(ii)		selling or agreeing to sell any of the Treasury Shares to any third party.

5.5		Trading in Shares and related securities by the Company
		From the date hereof, the Company, the executives listed in Annex 6 , and all the Company’s subsidiaries are deemed to be acting in concert with Buyer in connection with the Offer within the meaning of Art. 24 para. 3 SESTA and Art. 11 TOO. Consequently, Buyer may be required pursuant to Art. 10 para. 6 TOO (the “Best Price Rule”) to increase the Offer Price if the Company, the executives listed in Annex 6 , the Company’s subsidiaries or their representatives acquire equity securities of the Company at a price or corresponding to a price exceeding the Offer Price. Therefore, the Company shall abstain (and shall procure that its executives listed in Annex 6 , the Company’s subsidiaries and representatives acting on behalf of the Company or its subsidiaries abstain) from the date hereof until the Offer Expiration Date (as defined below) and, in case of a successful offer, from the date hereof until the date which is six months (or such longer period as determined by the TOB or any other competent authority) from the Offer Expiration Date (as defined below), unless Buyer has consented in writing or has declared that the Offer has failed, from any action that may be found to be in breach of the Best Price Rule, and in particular from:

(i)

entering into any (a) agreement (either on or off exchange) relating to the acquisition or sale of Shares and (b) derivative transaction having the Shares as underlying; and

(ii)

amending the terms and/or conditions of any existing agreements relating to the Company’s equity securities and of existing employee stock options or derivatives issued by the Company, its subsidiaries or their representatives without Buyer’s prior written consent.

		In order to fulfill its obligations pursuant to this Section 5.5 with respect to the executives listed in Annex 6 , the Company has procured that the executives listed in Annex 6 sign a declaration in the form of Annex 7 .
5.6		Access to information
		Pending completion of the Offer, Buyer may from time to time request access to the Company’s officers and directors with a view to discussing integration plans, such access to be made available at the Company’s discretion, but not unreasonably denied or delayed by the Company. Without limiting the generality of the preceding sentence, access shall not be deemed to be unreasonably denied or delayed if such denial or delay is required by applicable legal or regulatory requirements. Following completion of the Offer, the Company will, and will cause its subsidiaries, and each of their respective officers, directors and employees (collectively, the “Company Representatives”) to, give Buyer and its respective officers, employees, counsel, advisors and representatives reasonable access, during normal business hours, to the assets, properties, offices and other facilities and to the books and records of the Group and will cause the Company Representatives and the Company’s subsidiaries to furnish Buyer with such financial and operating data, access to customers and suppliers and such other information with respect to the business and operations of the Group as Buyer may from time to time reasonably request and to the extent permitted under Swiss law. The Company shall furnish promptly to Buyer a copy of each report, schedule, registration statement and other document publicly filed by the Company or any of its subsidiaries during such period.
5.7		Undertaking to register shareholding
		The Company shall promptly, upon request, enter into its share register the Buyer as a shareholder with voting rights in respect of all Shares that the Buyer may own at the time the request is made. On or promptly after the Launch Date, the Board of Directors of the Company shall issue a resolution to enter Buyer in the share register with voting rights with regard to all Shares acquired by Buyer or to be acquired by Buyer within the Offer, subject to the closing of the Offer and subject to the shareholders’ meeting resolving to have article 6 section 2 second and third sentence of the articles of incorporation of the Company cancelled. Such resolution shall remain unchanged during the term of this Agreement.
5.8		Trading in Shares and related securities by Buyer
		Buyer agrees, and agrees to cause any party acting in concert with it, to notify the Company promptly of any purchase or agreement to purchase any interest in the Shares entered into or completed prior to the expiration of the period during which the Offer may be accepted and up to the date the additional offer period ends (the “Offer Expiration Date” ).

5.9		Public announcements
		The Parties shall consult with each other prior to making any public announcement relating to the Offer other than the agreed press releases pursuant to Sections 1.6 and 2.1 and other than as provided in Sections 1.1, 1.3 and 1.7.
5.10		General meeting of shareholders
		Within two days after Buyer declares the Offer successful (which declaration may be subject to the fulfillment of conditions subsequent), the Company shall convene a shareholder’s meeting to be held in Zurich within the shortest period possible and to resolve on the deletion of article 6 section 2 second and third sentence of the Company’s articles of incorporation (which resolution shall be subject to, and shall be filed with the Commercial Register only upon, the closing of the Offer) and on such other matters as Buyer may have communicated to the Company.
5.11		Resignation of the members of the Board of Directors of the Company
		On the shareholders meeting convened pursuant to Section 5.10, the current members of the Board of Directors of the Company shall resign as per the date of the closing of the Offer and subject to the closing of the Offer. On the shareholders’ meeting to be convened pursuant to Section 5.10, Buyer shall propose the election of new board members subject to the closing of the Offer. Buyer shall procure that discharge is granted to the current members of the Board of Directors of the Company at the next shareholders’ meeting subject to any liability resulting from the breach of this Agreement.
6.		Combination Framework
		In the event of a successful Offer, Buyer is obliged to establish and implement the following:

	(i)		Wet clean spin operational headquarters (i.e. the Company’s existing operational headquarters) to remain in Villach for at least 2 years;
	(ii)		SEZ brand to be maintained to the extent determined by Buyer to be commercially reasonable;
	(iii)		Scale and capability of the Company and its management team to be leveraged across the combined business;
	(iv)		Egon Putzi or Franz Sumnitsch to be the Executive Chairman of the Executive Board of the combined clean business unit, and the other to hold a position within the Executive Board or Operational Board of the combined clean business unit;
	(v)		Executive Board of the combined clean business unit to report directly to Buyer’s CEO;
	(vi)		Responsibilities of Executive Board of the combined clean business unit to include: strategy development, including product road map, sales &

			marketing strategy (including decision on the Company’s brand); business plan development; integration strategy development in close co-operation with Buyer’s Executive Management Team; design of the future structure of the combined wet business of the Company and Buyer (including center(s) of competence, facilities and resources); customer targeting and co-ordination; product targeting; R&D co-ordination; and manufacturing and supply chain co-ordination;
	(vii)		The Company’s sales and field service to be integrated within Buyer’s field operations;
	(viii)		Mr.