Exhibit 10.28

MEMORANDUM OF UNDERSTANDING

This Memorandum of Understanding (this “MOU”), dated 14 January 2010, by and among Cymer, Inc., a Nevada corporation (“Cymer”), Carl Zeiss Laser Optics Beteiligungsgesellschaft mbH, a limited liability company organized under the laws of Germany (“Zeiss LOB”), Carl Zeiss Laser Optics GmbH, a limited liability company organized under the laws of Germany (“Zeiss LO”), Carl Zeiss SMT AG, a stock corporation organized under the laws of Germany (“Zeiss SMT” and together with Zeiss LOB and Zeiss LO, “Zeiss”), and TCZ Pte. Ltd., a company incorporated in Singapore (“TCZ”), sets forth certain agreements among the parties to this MOU regarding the sale of Zeiss’s interest in TCZ to Cymer and related matters and to the extent necessary to accomplish such agreements amends the Joint Venture Documents as defined in that certain Amended and Restated Joint Venture Agreement, dated 12 September 2006, among TCZ GmbH, a limited liability company organized under the laws of Switzerland, Cymer, Zeiss SMT, Zeiss LOB and TCZ.

NOW, THEREFORE, in consideration of the mutual promises contained herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereby agree as follows.

1. BINDING TERMS. The parties to this MOU hereby agree to perform the transactions set forth on the term sheet attached as Exhibit A hereto, which forms an integral part of this MOU.

2. AMENDMENT OF JOINT VENTURE DOCUMENTS. The parties to this MOU hereby agree that the Joint Venture Documents are amended by this MOU as set forth on Exhibit A hereto but only to such extent, and otherwise the terms of the Joint Venture Documents continue unchanged and remain in full force and effect.

3. EXECUTION OF MOU. This MOU may be executed in one or more counterparts, each of which shall be considered an original, but all of which counterparts together shall constitute one and the same instrument.

4. GOVERNING LAW. This MOU shall be governed by, and construed under, the laws of New York (without regard to conflicts of laws principles).

IN WITNESS WHEREOF, the undersigned have caused this Memorandum of Understanding to be executed by their duly authorized representatives, effective as of the date first set forth above.

1

EXHIBIT A

TERM SHEET

Basic Terms: