Common use of Schedule D Patents Clause in Contracts

Schedule D Patents. (a) When and if, and as long as, at least all claims other than Schedule D Omitted Claims of all Patents within any one Schedule D Patent Family either (a) become Owned or Sublicensable by ASML or its Subsidiaries, such that they are included within the ASML Licensed Patents, and/or (b) expire or are invalidated or abandoned, such that they are permanently not enforceable, then Nikon or ASML (as determined pursuant to Section 2.8.3(b) below) shall select one Eligible Nikon Patent Family (including all Eligible Nikon Patent Family Members therein), excluding any Excluded Claims of any such Patents, which (i) shall be deemed to be included within the Nikon Licensed Patents, retroactive to the Effective Application Date of such Patents, for all purposes hereunder (including the licenses, immunities and additional commitments granted or extended hereunder), and (ii) shall not be deemed to be, or designable as, Excluded Nikon Patents as long as at least all claims other than Schedule D Omitted Claims of all Patents within the corresponding Schedule D Patent and Schedule D Patent Family Members thereof remain (A) Owned or Sublicensable by ASML or its Subsidiaries or (B) subject to all the licenses, immunities, and additional commitments granted and extended by ASML and its Subsidiaries hereunder. (b) On the first occasion that the condition set forth in Section 2.8.3(a) above occurs with respect to any one Schedule D Patent Family, Nikon shall be entitled to select, and shall select, the first Eligible Nikon Patent Family to be included in the Nikon Licensed Patents as set forth in Section 2.8.3(a). On the occasion that the condition set forth in Section 2.8.3(a) above occurs with respect to a second Schedule D Patent Family, ASML shall be entitled to select, and shall select, the second Eligible Nikon Patent Family to be included in the Nikon Licensed Patents as set forth in Section 2.8.3 (a) Each Party shall make the selection described in this Section 2.8.3 (b) in a writing provided to the other Party and Zeiss SMT no later than thirty (30) days following ASML’s notification to Nikon and Zeiss SMT that the condition set forth in Section 2.8.3 (a) has occurred. On the occasion that the condition set forth in Section 2.8.3 (a) occurs with respect to the remaining Schedule D Patent Family, the remaining Eligible Nikon Patent Family shall automatically be included in the Nikon Licensed Patents as set forth in Section 2.8.3(a). (c) During the life of the Eligible Nikon Patent Family Members, except while such Patents are included in the Nikon Licensed Patents as provided under this Section 2.8.3, in which case Section 9.3 shall apply, Nikon shall, and shall ensure that its Subsidiaries shall, maintain all rights under each of the Eligible Nikon Patent Family Members necessary in order to grant to ASML and its Subsidiaries the full scope of the licenses and immunities granted under Nikon Licensed Patents hereunder should such Eligible Nikon Patent Family Members be included in the Nikon Licensed Patents. *** - indicates material omitted pursuant to a confidential treatment request and filed separately with the Securities and Exchange Commission.

Schedule D Patents. (a) When and if, and as long as, at least all claims other than Schedule D Omitted Claims of all Patents within any one Schedule D Patent Family either (a) become Owned or Sublicensable by ASML or its Subsidiaries, such that they are included within the ASML Licensed Patents, and/or (b) expire or are invalidated or abandoned, such that they are permanently not enforceable, then Nikon or ASML (as determined pursuant to Section 2.8.3(b) below) shall select one Eligible Nikon Patent Family (including all Eligible Nikon Patent Family Members therein), excluding any Excluded Claims of any such Patents, which (i) shall be deemed to be included within the Nikon Licensed Patents, retroactive to the Effective Application Date of such Patents, for all purposes hereunder (including the licenses, immunities and additional commitments granted or extended hereunder), and (ii) shall not be deemed to be, or designable as, Excluded Nikon Patents as long as at least all claims other than Schedule D Omitted Claims of all Patents within the corresponding Schedule D Patent and Schedule D Patent Family Members thereof remain (A) Owned or Sublicensable by ASML or its Subsidiaries or (B) subject to all the licenses, immunities, and additional commitments granted and extended by ASML and its Subsidiaries hereunder. (b) On the first occasion that the condition set forth in Section 2.8.3(a) above occurs with respect to any one Schedule D Patent Family, Nikon shall be entitled to select, and shall select, the first Eligible Nikon Patent Family to be included in the Nikon Licensed Patents as set forth in Section 2.8.3(a). On the occasion that the condition set forth in Section 2.8.3(a) above occurs with respect to a second Schedule D Patent Family, ASML shall be entitled to select, and shall select, the second Eligible Nikon Patent Family to be included in the Nikon Licensed Patents as set forth in Section 2.8.3 (a) 2.8.3(a). Each Party shall make the selection described in this Section 2.8.3 (b) in a writing provided to the other Party and Zeiss SMT no later than thirty (30) days following ASML’s notification to Nikon and Zeiss SMT that the condition set forth in Section 2.8.3 (a) has occurred. On the occasion that the condition set forth in Section 2.8.3 (a) occurs with respect to the remaining Schedule D Patent Family, the remaining Eligible Nikon Patent Family shall automatically be included in the Nikon Licensed Patents as set forth in Section 2.8.3(a). (c) During the life of the Eligible Nikon Patent Family Members, except while such Patents are included in the Nikon Licensed Patents as provided under this Section 2.8.3, in which case Section 9.3 shall apply, Nikon shall, and shall ensure that its Subsidiaries shall, maintain all rights under each of the Eligible Nikon Patent Family Members necessary in order to grant to ASML and its Subsidiaries the full scope of the licenses and immunities granted under Nikon Licensed Patents hereunder should such Eligible Nikon Patent Family Members be included in the Nikon Licensed Patents. *** - indicates material omitted pursuant to a confidential treatment request and filed separately with the Securities and Exchange Commission.

Schedule D Patents. (a) When and if, and as long as, at least all claims other than Schedule D Omitted Claims of all Patents within any one Schedule D Patent Family either (a) become Owned or Sublicensable by ASML or its Subsidiaries, such that they are included within the ASML Licensed Patents, and/or (b) expire or are invalidated or abandoned, such that they are permanently not enforceable, then Nikon or ASML (as determined pursuant to Section 2.8.3(b2.11.3(b) below) shall select one Eligible Nikon Patent Family (including all Eligible Nikon Patent Family Members therein), excluding any Excluded Claims of any such Patents, which (i) shall be deemed to be included within the Nikon Licensed Patents, retroactive to the Effective Application Date of such Patents, for all purposes hereunder (including the licenses, immunities and additional commitments granted or extended hereunder), and (ii) shall not be deemed to be, or designable as, Excluded Nikon Patents as long as at least all claims other than Schedule D Omitted Claims of all Patents within the corresponding Schedule D Patent and Schedule D Patent Family Members thereof remain (A) Owned or Sublicensable by ASML or its Subsidiaries or (B) subject to all the licenses, immunities, and additional commitments granted and extended by ASML and its Subsidiaries hereunderunder the Nikon-ASML Patent Cross-License Agreement. (b) On the first occasion that the condition set forth in Section 2.8.3(a2.11.3(a) above occurs with respect to any one Schedule D Patent Family, Nikon shall be entitled to select, and shall select, the first Eligible Nikon Patent Family to be included in the Nikon Licensed Patents as set forth in Section 2.8.3(a2.11.3(a). On the occasion that the condition set forth in Section 2.8.3(a2.11.3(a) above occurs with respect to a second Schedule D Patent Family, ASML shall be entitled to select, and shall select, the second Eligible Nikon Patent Family to be included in the Nikon Licensed Patents as set forth in Section 2.8.3 (a) Each Party shall make the selection described in this Section 2.8.3 (b) in a writing provided to the other Party and Zeiss SMT no later than thirty (30) days following ASML’s notification to Nikon and Zeiss SMT that the condition set forth in Section 2.8.3 (a) has occurred. On the occasion that the condition set forth in Section 2.8.3 (a) occurs with respect to the remaining Schedule D Patent Family, the remaining Eligible Nikon Patent Family shall automatically be included in the Nikon Licensed Patents as set forth in Section 2.8.3(a). (c) During the life of the Eligible Nikon Patent Family Members, except while such Patents are included in the Nikon Licensed Patents as provided under this Section 2.8.3, in which case Section 9.3 shall apply, Nikon shall, and shall ensure that its Subsidiaries shall, maintain all rights under each of the Eligible Nikon Patent Family Members necessary in order to grant to ASML and its Subsidiaries the full scope of the licenses and immunities granted under Nikon Licensed Patents hereunder should such Eligible Nikon Patent Family Members be included in the Nikon Licensed Patents. *** - indicates material omitted pursuant to a confidential treatment request and filed separately with the Securities and Exchange Commission.Section

Schedule D Patents. (a) When and if, and as long as, at least all claims other than Schedule D Omitted Claims of all Patents within any one Schedule D Patent Family either (a) become Owned or Sublicensable by ASML or its Subsidiaries, such that they are included within the ASML Licensed Patents, and/or (b) expire or are invalidated or abandoned, such that they are permanently not enforceable, then Nikon or ASML (as determined pursuant to Section 2.8.3(b) below) shall select one Eligible Nikon Patent Family (including all Eligible Nikon Patent Family Members therein), excluding any Excluded Claims of any such Patents, which (i) shall be deemed to be included within the Nikon Licensed Patents, retroactive to the Effective Application Date of such Patents, for all purposes hereunder (including the licenses, immunities and additional commitments granted or extended hereunder), and (ii) shall not be deemed to be, or designable as, Excluded Nikon Patents as long as at least all claims other than Schedule D Omitted Claims of all Patents within the corresponding Schedule D Patent and Schedule D Patent Family Members thereof remain (A) Owned or Sublicensable by ASML or its Subsidiaries or (B) subject to all the licenses, immunities, and additional commitments granted and extended by ASML and its Subsidiaries hereunder. (b) On the first occasion that the condition set forth in Section 2.8.3(a) above occurs with respect to any one Schedule D Patent Family, Nikon shall be entitled to select, and shall select, the first Eligible Nikon Patent Family to be included in the Nikon Licensed Patents as set forth in Section 2.8.3(a). On the occasion that the condition set forth in Section 2.8.3(a) above occurs with respect to a second Schedule D Patent Family, ASML shall be entitled to select, and shall select, the second Eligible Nikon Patent Family to be included in the Nikon Licensed Patents as set forth in Section 2.8.3 (a) 2.8.3(a). Each Party shall make the selection described in this Section 2.8.3 (b2.8.3(b) in a writing provided to the other Party and Zeiss SMT no later than thirty (30) days following ASML’s notification to Nikon and Zeiss SMT that the condition set forth in Section 2.8.3 (a2.8.3(a) has occurred. On the occasion that the condition set forth in Section 2.8.3 (a2.8.3(a) occurs with respect to the remaining Schedule D Patent Family, the remaining Eligible Nikon Patent Family shall automatically be included in the Nikon Licensed Patents as set forth in Section 2.8.3(a). (c) During the life of the Eligible Nikon Patent Family Members, except while such Patents are included in the Nikon Licensed Patents as provided under this Section 2.8.3, in which case Section 9.3 shall apply, Nikon shall, and shall ensure that its Subsidiaries shall, maintain all rights under each of the Eligible Nikon Patent Family Members necessary in order to grant to ASML and its Subsidiaries the full scope of the licenses and immunities granted under Nikon Licensed Patents hereunder should such Eligible Nikon Patent Family Members be included in the Nikon Licensed Patents. *** - indicates material omitted pursuant to a confidential treatment request and filed separately with the Securities and Exchange Commission.