Patent Assignment Agreement



 Exhibit 10.1 
 20120626 – EXECUTION COPY     Agreement Reference Number L126670 
  

	 	PATENT ASSIGNMENT AGREEMENT (“Agreement”) with an Effective Time & Date as defined below, between INTERNATIONAL BUSINESS MACHINES CORPORATION,
a New York corporation (“IBM”), and ULTRATECH (“BUYER”), a Delaware corporation. 

 WHEREAS,
IBM has the right to assign its interest in the Assigned Patents as defined below; and 
 WHEREAS, subject to the reservation by
IBM of certain rights, IBM desires to assign its ownership interest in the Assigned Patents and BUYER desires to acquire such ownership interest in the Assigned Patents; 
 Now therefore, in consideration of the premises and mutual covenants herein contained, IBM and BUYER agree as follows: 
 Section 1.     Assignment 
 1.1 Subject to all rights
granted to others prior to the Effective Time & Date, to IBM’s reservation of rights set forth in Section 2, and to the terms in Section 3.1, IBM sells, transfers and assigns to BUYER on the Effective Time & Date all
right, title and interest in and to the Assigned Patents and Exhibit J Patents that IBM has as of the Effective Time & Date, including the right to sue for injunctive relief and damages for infringement of any of the Assigned Patents,
including, but not limited to, any damages for past infringement accruing prior to the Effective Time & Date. 
 1.2 Except as
expressly set forth in this section, BUYER shall be solely responsible for all actions and all costs whatsoever, including but not limited to taxes, attorneys’ fees and patent office fees in any jurisdiction, associated with the perfection of
the BUYER’s right, title, and interest in and to each Assigned Patent and recordation thereof. 
 With respect to the
Assigned Patents that are pending or issued in the United States, on the Effective Time & Date, IBM shall deliver to BUYER via facsimile a copy of an executed document having the form and substance of Exhibit D and its referenced Exhibits A
and C (attached hereto and also titled Exhibits A and C, respectively),. IBM’s execution of such documents and their timely delivery to BUYER shall fully satisfy IBM’s obligations under this Section 1.2 with respect to Assigned
Patents that are pending or issued in the United States. 
 With respect to the Assigned Patents that are pending or issued
outside the United States, upon BUYER’s written request and at BUYER’s expense based on IBM’s then-current rate schedule for the applicable personnel involved, IBM shall execute all documents and instruments prepared by BUYER, and
shall do all lawful acts, in each case as may be reasonably necessary to perfect BUYER’s right, title, and interest in and to such Assigned Patents and recordation thereof, provided that, not later than ninety (90) days after the
Effective Time & Date and not later than fifteen (15) days prior to BUYER’s expected date of recordation, BUYER shall provide IBM with any documents requiring IBM’s signature, suitable for recording, having terms and
conditions acceptable to IBM and substantially similar to Exhibit D except for any additional or different terms and conditions that would be legally necessary in patent assignments of the local jurisdiction. BUYER shall provide IBM with an English
translation of each such document concurrently therewith. 
 1.3 BUYER shall be solely responsible for all actions and all costs, including
attorneys’ fees and patent office fees in any jurisdiction, having a Due Date on or after the Effective Time & Date and associated with: (i) maintaining the enforceability of any of the Assigned Patents and Exhibit J Patents (if
any); or (ii) further prosecution of any of the Assigned Patents and Exhibit J Patents, IBM inventors of the Assigned Patents and Exhibit J Patents shall not be obligated to assist in prosecution or maintenance of the Assigned Patents or


  
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Exhibit J Paents or to execute or have executed additional oaths or declarations after the Effective Time & Date except as required to complete any Assigned Patent Applications or
Exhibit J Patents, if any, filed with missing parts. 
 1.4 Except with respect to the Assigned Patents and Exhibit J Patents as expressly set
forth in this Agreement, no license, immunity, ownership interest, or other right is granted under this Agreement, either directly or by implication, estoppel, or otherwise. 
 1.5 Section 1.3 notwithstanding, the parties hereto acknowledge that any prosecution of the Assigned Patent Applications and Exhibit J Patents after the Effective Date may require the provision of
assistance from employees of IBM who are inventors for such applications (“IBM Inventors”). In the event BUYER wishes for such IBM Inventors to provide such prosecution assistance, BUYER shall so request and describe the requested
assistance from IBM in writing. Provided any such IBM Inventor is in possession of relevant information that is not otherwise publicly available, and further provided any such IBM Inventor is still employed by IBM at the time of such request, IBM
will grant permission for such IBM Inventors to cooperate with BUYER, on any Assigned Patent Application on which such IBM Inventor is an inventor, at BUYER’s expense in accordance with IBM’s then current rates for the engineering services
of the IBM Inventors. The nature of the consultations shall be limited to elaborations on the details the inventor’s invention, the dates of invention, the extent of the involvement of joint inventors (if any), the review of the specification
and the claims for accuracy and identification of prior art that may need to be disclosed to the governmental office in which a given patent application has been filed (based on relevant disclosure obligations). In no event shall such assistance
extend to matters that would require the IBM Inventors to take a position adverse to IBM’s legal or business interests. IBM shall bear no responsibility for the accuracy of any statements or information provided by IBM Inventors. 

Section 2.     Reserved Rights 
 2.1 IBM reserves and retains for the benefit of itself and its Subsidiaries and its and their successors and assigns, an irrevocable, nonexclusive, worldwide, fully paid-up, royalty free, right and
license under the Assigned Patents and Exhibit J Patents, to make, have made, use, have used, import, have imported, license, offer to sell, sell, lease, and otherwise transfer any product or service, and to practice and have practiced any method.
Such reserved right and license includes the right to grant, without notice or accounting, sublicenses and releases of the same or lesser scope to: (a) any entities that are on the Effective Time & Date, or thereafter become, a
Subsidiary of IBM or a Subsidiary of one of IBM’s Subsidiaries, such sublicenses including the right of sublicensed Subsidiaries to sublicense their Subsidiaries and surviving in the event any such Subsidiary is Spun Out and ceases to be a
Subsidiary of IBM; (b) any third parties with respect to which IBM or any of its Subsidiaries has or incurs a duty or obligation to grant or otherwise provide a license, immunity, covenant not to sue, or similar right under any Assigned Patents
and Exhibit J Patents, where such duty or obligation is based upon any agreement existing prior to the Effective Time & Date or upon any promise, representation, conduct or action occurring prior to the Effective Time & Date, but
only to the extent necessary to meet the pre-existing duty or obligation; and (c) any third parties to which, on or after the Effective Time & Date, IBM or any of its Subsidiaries transfers a Non-Designated Product or a Designated
Product where the Designated Product has either: 
 a) been in existence at least 3 (three) years prior to any transfer of said
product line, service line or Subsidiary to a third party; or 
 b) .IBM has indemnified the third party against suit and IBM
would be liable for any cost, expenses, judgments, settlements or other remedy incurred by the third party if sued by Ultratech. 
 2.2 IBM
reserves and retains, for the benefit of itself and its Subsidiaries and its and their successors and assigns, an irrevocable, nonexclusive, worldwide, fully paid-up, royalty free right to grant third parties an immunity from suit under each
Assigned Patent and Exhibit J Patent, where: (a) the suit is based on products 

  
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or services provided by IBM or its Subsidiaries, or designees of IBM or its Subsidiaries, (b) the suit is based on product or service designs created by IBM or its Subsidiaries prior to the
Effective Time & Date, (c) the suit is based on product or service designs created by IBM or its Subsidiaries pursuant to an agreement existing prior to the Effective Time & Date or (d)where such suit, if brought by IBM, would
breach a promise or covenant not to sue made by IBM prior to the Effective Time & Date. Notwithstanding the foregoing, nothing in this Section 2.2 shall limit in any way Section 2.1 of this agreement. 

2.3 IBM reserves and retains, for the benefit of itself and its Subsidiaries and its and their successors and assigns, all rights to past, present, and
future royalties and other consideration given or to be given in exchange for rights with respect to any Assigned Patent or Exhibit J Patent arising or accruing under agreements executed by IBM or IBM’s Subsidiaries prior to the Effective
Time & Date. IBM further reserves and retains all such royalties and other consideration arising out of or accruing under any release, license, sublicense, immunity or other right granted by IBM or its Subsidiaries pursuant to Sections 2.1,
2.2 and 2.6. 
 2.4 BUYER shall not interfere with: i) any contract or contractual relationship between IBM and its Licensees in regard to the
Assigned Patents and Exhibit J Patents (but only with respect to those contracts and contractual relationships which entitle the Licensee to the status of Licensee) or the receipt of any right, or the performance of any duty or obligation, by or
between IBM and its Licensees in regard to the Assigned Patents and Exhibit J Patents (where such right, duty or obligation exists as of the Agreement Date, or arises from any rights retained by or granted to IBM hereunder) and (ii) any
benefits that IBM or any Licensee of IBM gains through such contract or contractual relationship, the receipt of any right, or the performance of any duty and obligation thereunder, 
 provided however, the assertion of a claim for infringement against a third party for activity which is not licensed or otherwise immune under a contract or contractual relationship pursuant to rights
reserved by IBM hereunder shall be deemed for purposes of this Section 2.4 (i) and (ii) not to be interference with such contract or contractual relationship; 
 BUYER, for itself, its Subsidiaries, and its and their successors and assigns, agrees not to challenge the validity and enforceability of such contracts, duties or obligations on the grounds that they
were not of record, or that BUYER, its Subsidiaries, or its or their successors in interest or assigns had no notice of or were otherwise unaware of such contracts, duties or obligations. 

BUYER shall make all rights granted and all assignments made by BUYER with respect to the Assigned Patents and Exhibit J Patents subject
to the licenses and other rights reserved by IBM under this Agreement and to the agreements, rights, duties, and obligations between IBM and its Licensees. 
 2.5 With respect to the licenses and other rights reserved by IBM, the obligations of BUYER under this Agreement (other than the payment obligation set forth in Section 3.1), and the agreements,
rights, duties, and obligations between IBM and its Licensees, BUYER agrees to compel its successors in interest and assigns of each Assigned Patent and Exhibit J Patent to abide by terms that are the same as the terms of this Agreement and to
ensure that IBM and its Licensees are designated as third party beneficiaries with respect to said terms in all subsequent transfer of rights and assignments regarding each Assigned Patent and Exhibit J Patents. 

2.6 IBM reserves the right to license or re-license any Licensees that, by operation of law or for any other reason, lose rights under the Assigned
Patents and Exhibit J Patents due to a transfer of rights or assignment of any Assigned Patent and Exhibit J Patents if the rights granted pursuant to such license or re-license are no broader than the original rights that were lost . 

2.7 With respect to the Japanese Assigned Patents and Exhibit J Patents, BUYER agrees, at its expense and immediately after the registration of the
assignment of such patents in Japan, to execute and register with the Japanese Patent Office a non-exclusive license document in substantially the form attached as Exhibit E, as may be modified by IBM as necessary to comply with Japanese law.


  
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 2.8 BUYER shall execute all documents and instruments, and shall do all lawful acts, in each case as may be
reasonably necessary, at IBM’s request, to record or perfect the reserved rights of IBM and its Licensees under this agreement. Any acts undertaken by BUYER solely under this section 2.8 shall be at IBM’s expense. 

2.9 In the event Buyer, or any successor in interest or assignee of any Assigned Patent or Exhibit J Patent, files any patent application that claims, or
is entitled to claim, priority from any Assigned Patent or Exhibit J Patent, then such patent application and any patent issuing thereon shall be deemed to be an “Assigned Patent” but only for purposes of interpreting the obligations of
BUYER (including its successors and assignees) under this Agreement and the rights and licenses reserved by, granted to, or otherwise provided for IBM under this Agreement (including those rights and licenses reserved hereunder on behalf of its
Subsidiaries, successors, and assigns). In no event shall this Section 2.9 be interpreted to expand the rights assigned to BUYER under this Agreement. 
 2.10 The term of rights and licenses reserved hereunder shall be from the Effective Time & Date until the date that the last Assigned Patent expires. 

Section 3.     Payment and Communication 
 3.1 As consideration for the assignment to BUYER under this Agreement, BUYER shall pay to IBM eight million dollars US (8,000,000.00) on signing this Agreement, no portion of which shall be
refundable. 
 If IBM does not receive the total payment set forth in this Section 3.1 before 3:00 pm EDT on June 29, 2012 IBM shall have
the right to void this Agreement ab initio upon written notice to BUYER. 
 Payments shall be made by wire transfer to: 

Director of Licensing 
 International Business Machines Corporation 
 PNC BANK 

500 First Avenue 

Pittsburgh, PA 15219 
 Bank Account Number:        1017306369 

ABA Routing Number:         043000096 

3.2 Each party shall pay all taxes imposed by the government, including any political subdivision thereof, of any country in which said party is doing
business, as the result of said party’s furnishing consideration hereunder. In the event such a tax becomes payable as a result of a party’s furnishing consideration in respect of a sublicense granted to any of its Subsidiaries, said party
shall be responsible for determining the amount of and paying, or causing said sublicensed Subsidiary to pay, said tax. 
 3.3 Notices and other
communications relevant to this Agreement or to any of the Assigned Patents or Exhibit J Patents shall be sent by facsimile, by registered or certified mail or by reputable courier to the following address. Notices and other communications sent by
facsimile shall be effective upon sending if followed within twenty-four (24) hours by a mailed confirmation. Notices and other communications sent by mail or courier shall be effective upon deposit with the postal service or with the courier.


  
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	 For IBM:
	  	For BUYER:
	 Director of Licensing
	  	Chief Financial Officer
	 IBM Corporation
	  	Ultratech, Inc.
	 North Castle Drive, MD-NC119
	  	3050 Zanker Road
	 Armonk, NY 10504-1785
	  	San Jose, CA 95134
	 United States of America
	  	United States of America
	 Facsimile: 01-914-765-4380
	  	Facsimile: 01-408-577-3379

 3.4 An Agreement Reference Number will be assigned to this Agreement upon execution. This number should be included in
all communications and wire transfer payments. 
 Section 4.     Miscellaneous 

4.1 Nothing contained in this Agreement shall be construed as conferring any right to use in advertising, publicity, or other promotional activities any
name, trade name, trademark, trade dress or other designation of either party hereto or of any of its Subsidiaries. Each party hereto agrees not to use or refer to this Agreement or any provision hereof in any promotional activity without the
express written approval of the other party. Notwithstanding the foregoing, the parties have mutually agreed that a press release having the form and substance of Exhibit G may be released by BUYER . IBM authorizes the publishing of the press
release in Exhibit G on Thursday June 28, 2012 once the payment in Section 3.1 has been made by BUYER to IBM. If BUYER for any reason does not publish the press release on Thursday June 28, 2012, then BUYER shall give IBM at least two
(2) business days notice prior to publishing the press release. 
 4.2 As between IBM and BUYER, and subject to restrictions appearing
above, BUYER, as the acquirer of IBM’s right, title, and interest in each Assigned Patent and Exhibit J Patent, has sole discretion whether or not to institute any action or suit against third parties for infringement of any Assigned Patent or
Exhibit J Patent or to defend any action or suit which challenges or concerns the validity of any Assigned Patent or Exhibit J Patent. 
 4.3
BUYER shall indemnify and hold IBM harmless against all losses, costs and expenses (including employee time and attorneys’ fees) arising from BUYER’s activities relating to defense, enforcement or licensing of any Assigned Patent or
Exhibit J Patents. If BUYER brings or maintains a claim under any Assigned Patent or Exhibit J Patent against any third party, knowing that such third party is a Licensee, BUYER shall indemnify such third party from all losses, costs and expenses
arising therefrom. 
 In the event a third party against which Buyer files a claim for infringement of an Assigned Patent or
Exhibit J Patent alleges it has been licensed or otherwise immunized from suit by IBM under such Assigned Patent or Exhibit J Patent for the activity upon which the claim for infringement is based, IBM agrees that, upon written request from Buyer
which includes a detailed description of such activity and all documentation relied upon by such third party to support its allegations, it will, unless prohibited by law or contract form doing so, review such description and documentation and based
only on the information provided by Buyer, provide Buyer with a confidential written statement of IBM’s position as to whether it agrees with such third party. Buyer agrees to reimburse IBM for all outside out of pocket expenses (including
attorney fees) it incurs in connection with such review, and also agrees to pay IBM for time spent by IBM employees in connection with such review, at IBM’s then current rates for consulting services. IBM shall have the right to request
additional information if it reasonably believes the information provided by Buyer is insufficient to enable IBM to determine its position with respect to the third party’s allegation. If Buyer does not or cannot provide such additional
information, IBM shall have no obligation to provide Buyer wit ha statement of IBM’s position. IBM shall have no obligation to accept confidential information. 
 4.4 IBM represents and warrants that: 
 (a) it has the full right and power to assign its rights in
each Assigned Patent as set forth in Section 1.1; 

  
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 (b) To the knowledge of Michele Baumgartner-Bonanno, Director of Patent Licensing and IP Programs, (but
without any personal liability attributed to such individual) based solely on a good faith search of an IBM corporate patent maintenance database (Dossier) that each of the inventors assigned all of their rights in the Assigned Patents to IBM upon
filing and all maintenance fees for the Assigned Patents which would be overdue as of the Effective Time & Date have been fully paid. No change in assignment has been documented in Dossier or the USPTO for any of the Assigned Patents since
the filing of the patent applications that have become the Assigned Patents. 
 (c) To the knowledge of Michele Baumgartner-Bonanno, Director of
Patent Licensing and IP Programs, (but without any personal liability attributed to such individual) based only on a good faith search of an IBM corporate patent portfolio database Dossier there is no adjudicated order outstanding, to which IBM is a
party, adversely affecting the ownership, validity, or enforceability of the Assigned Patents, 
 (d) To the knowledge of Michele
Baumgartner-Bonanno, Director of Patent Licensing and IP Programs, (but without any personal liability attributed to such individual) based only on a good faith search of a corporate patent tracking database (WPTS) and Dossier, as of the Effective
Time & Date, neither IBM nor its Subsidiaries own or control any patents or patent applications, other than an Assigned Patent, filed with the United States Patent and Trademark Office that have claimed priority from an Assigned Patent;

 (e) To the knowledge of Michele Baumgartner-Bonanno, Director of Patent Licensing and IP Programs, (but without any personal liability
attributed to such individual) based only on a good faith search of an IBM corporate patent portfolio database Dossier, neither IBM nor its Subsidiaries has granted any exclusive right or license in or to the Assigned Patents to any person or
entity; and 
 f) To the knowledge of Michele Baumgartner-Bonanno, Director of Patent Licensing and IP Programs, (but without any personal
liability attributed to such individual) based only on a good faith search of an IBM corporate patent licensing database (LFMS) on June 20, 2012 using a list of company names provided by BUYER to IBM, neither IBM nor its Subsidiaries has:

  

	 	1)	executed a patent license agreement with the third parties identified in Exhibit F1 under which IBM expressly granted a license under the Assigned Patents listed in
Exhibits A, B and C; 

  

	 	2)	executed a patent license agreement with the third parties identified in Exhibit F2 under which IBM expressly granted a patent license under those Assigned Patents
listed in Exhibits A, B and C having a priority date after the date listed in Exhibit F2; or 

  

	 	3)	executed a patent license agreement with the third parties identified in Exhibit F3 under which IBM expressly granted a patent license under those Assigned Patents
listed in Exhibits A, B and C having a priority date before the date listed in Exhibit F3. 

 The above representations do not
apply to any license or right under the Assigned Patents granted: (i) by operation of law or equity, (ii) implicitly, (iii) through the sale or other transfer of products or services, (iv) by or through a third party, including
but not limited to grants from a standards organization or a licensee of IBM, (v) appurtenant to development, services or technology license agreements, or (vi) to any company not identified in Exhibit F1, F2 and/or F3. Notwithstanding the
foregoing, IBM makes no representation of any kind (including any of the representations in this section 4) to any of the specific lapsed and/or abandoned IBM dockets, USPTO and/or foreign patent applications or US and/or foreign patents listed in
Exhibit J. 
 IBM MAKES NO OTHER REPRESENTATIONS, WARRANTIES, OR COVENANTS, EXPRESS OR IMPLIED, NOR SHALL IBM HAVE ANY LIABILITY WITH RESPECT
TO INFRINGEMENT BY BUYER OF PATENTS OR OTHER RIGHTS OF THIRD PARTIES. 

  
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 4.5 This Agreement shall not be binding upon the parties until it has been signed by or on behalf of each
party. No amendment or modification hereof shall be valid or binding upon the parties unless made in writing and signed as aforesaid. 
 4.6 If
any section of this Agreement is found by competent authority to be invalid, illegal or unenforceable in any respect for any reason, the validity, legality and enforceability of any such section in every other respect and the remainder of this
Agreement shall continue in effect so long as the Agreement still expresses the intent of the parties. If any of the reserved rights of IBM are found to be invalid, illegal or unenforceable in any respect for any reason, at IBM’s option this
Agreement shall be renegotiated. 
 4.7 This Agreement shall be construed, and the legal relations between the parties hereto shall be
determined, in accordance with the law of the State of New York, USA, as such law applies to contracts signed and fully performed in such State, without regard to the principles of conflicts of law thereof. As part of the consideration received
hereunder, each of the parties consents to the jurisdiction of any New York State court located in the County of New York and any federal court of the United States of America located in the Southern District of New York. Each of the parties:
(i) waives all rights to trial by jury; (ii) waives all objections to New York venue for any action instituted hereunder; and (iii) consents to the granting of such legal and equitable relief as is deemed appropriate by any
aforementioned court. 
 4.8 The headings of sections are inserted for convenience of reference only and are not intended to be part of or to
affect the meaning or interpretation of this Agreement. 
 4.9 Each party may disclose the existence of this Agreement and the fact that the
Assigned Patents and Exhibit J Patents were assigned hereunder by IBM to BUYER. Each party may use similar terms and conditions in other agreements. However, subject to the exceptions provided herein, until the date that the last Assigned Patent and
Exhibit J Patent expires, each party agrees not to disclose the terms of this Agreement to any third party (other than its Subsidiaries) without the prior written consent of the other party. This obligation is subject to the following exceptions:
disclosure is permissible: (a) if required by government or court order or otherwise required by law or any applicable securities exchange rules or regulations; (b) if required to enforce rights under this Agreement; (c) by either
party on a confidential basis, to anyone the discloser reasonably determines has a legitimate need to know; (d) to the extent required to record the assignment of the Assigned , Exhibit J Patents and the reserved rights and licenses contained
herein; (e) by IBM to any third party to which IBM has a duty or obligation to grant a license, covenant not to sue, immunity or other right under any Assigned Patent or Exhibit J Patent. 

4.10 This Agreement and its Exhibits and their attachments, embody the entire understanding of the parties with respect to the Assigned Patents or
Exhibit J Patents and merges all prior discussions between the parties. Neither party shall be bound by any condition, definition, warranty, understanding or representation with respect to the subject matter hereof other than as expressly provided
herein. 
 4.11 This Agreement may be executed by the parties in one or more counterparts, each of which shall be an original and all of which
shall together constitute one and the same instrument. 
 4.12 IN NO EVENT SHALL IBM’s CUMULATIVE LIABILITY TO BUYER FOR i) ALL
BREACHES OF THIS AGREEMENT OTHER THAN A BREACH OF SECTION 4.4(a), INCLUDING BUT NOT LIMITED TO BREACHES OF THE REPRESENTATIONS AND WARRANTIES SET FORTH IN SECTION 4.4 b-g, EXCEED 50% OF THE TOTAL CONSIDERATION PAID BY BUYER TO IBM AT THE TIME OF THE
BREACH AS SET FORTH IN SECTION 3.1. ii) FOR ALL BREACHES OF THIS AGREEMENT OF SECTION 4.4 (a) EXCEED 50% OF THE TOTAL CONSIDERATION PAID BY BUYER TO IBM AS SET FORTH IN SECTION 3.1. THE CUMULATIVE LIABILITY OF IBM FOR ALL CAUSES OF ACTIONS
UNDER 4.12 (i) AND (ii)  

  
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SHALL NOT EXCEED 50% OF THE TOTAL CONSIDERATION PAID BY BUYER TO IBM AT THE TIME OF THE BREACH AS SET FORTH IN SECTION 3.1. EXCEPT AS SET FORTH IN SECTION 4.3, NEITHER BUYER NOR IBM
SHALL BE LIABLE, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY) OR OTHERWISE, FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES ARISING HEREUNDER, INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS OR
GOODWILL, BUSINESS INTERRUPTIONS AND CLAIMS OF CUSTOMERS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 
 4.13 Nothing contained
herein, or done pursuant to this Agreement, will constitute the parties hereto entering into a joint venture or partnership or will constitute either party hereto being the agent of the other party for any purpose or in any sense whatsoever.

 4.14 The last signature of this Agreement will be made by IBM in the United States and the parties agree that the Agreement has been executed
in the United States. 
 4.15 Neither party shall be considered the author of this Agreement for the purpose of interpreting any provision
herein. 
 4.16 Absent a suit or threatened suit of patent infringement based on the Assigned Patents against IBM, its Subsidiaries or any third
party, IBM shall not initiate an action in any patent office, court or other applicable tribunal, in any country against Ultratech asserting that the Assigned Patents are invalid or unenforceable. For avoidance of doubt, IBM is not prohibited from
testifying to facts pertaining to validity or enforcement in any proceeding, nor shall this obligation preclude IBM from complying with the laws of any country. 
 4.17 IBM’s liability for breach of Section 4.4 with respect to a given Assigned Patent shall be limited to a equally prorated portion of the amount set forth in Section 3.1 attributable to
such Assigned Patent. Notwithstanding the foregoing, for each of the Named Patents, IBM’s liability for breach of Section 4.4 shall be fifteen (15) times the prorated portion of the amount set forth in Section 3.1 attributable to
a given Assigned Patent. IBM shall have no liability under the representation and warranty set forth in Section 4.4 with respect to a particular target product or service unless BUYER would have, but for such breach, succeeded in obtaining
damages or an injunction in an action for patent infringement against such product or service. 
 4.18 IBM shall be liable under
Section 4.4 for only so long as the benefit received by BUYER for the Assigned Patents and Exhibit J Patents does not exceed the consideration paid in section 3.1. 
 4.19 IBM, on behalf of itself and its Subsidiaries grants to Ultratech and its Subsidiaries, a nonexclusive, fully paid up and worldwide license under U.S. patent number 7332424 to make, have made, use,
import, have imported, offer for sale, lease, license, sell and/or otherwise transfer products and provide services. The above license shall include the right for Ultratech to grant sublicenses of the same scope to third parties. 

Each party acknowledges that its legal counsel has reviewed and approved this Agreement including its Exhibits and attachments. 

  
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 Section 5.     Definitions 

“Assigned Patents” shall mean (subject to Section 2.9) the Listed Patents, the Assigned Patent Applications, patents issuing from the
Assigned Patent Applications, and patents that may reissue from any of the foregoing on or after the Effective Time & Date. 

“Assigned Patent Applications” shall mean the patent applications listed in Exhibit C still pending as of the Effective Time & Date.

 “Due Date” shall mean the latest date on which a payment can be made or an action taken without incurring a penalty, surcharge or
other additional payment. 
 “Effective Time & Date” shall mean 11:59PM United States Eastern Time on the day IBM receives
the total payment specified in Section 3.1. 
 “Designated Product(s)” shall mean a product line, service line or Subsidiary that
competes (such determination based on facts existing at the time of transfer and made by Ultratech) with an existing Ultratech product or service, or a product or service that Ultratech can demonstrate is planned for release within an 18 month
period of the Spin Out. 
 “Exhibit J Patents” shall mean any patents listed, issuing or reissuing from any of the patents or
applications listed in Exhibit J including any continuations, extensions, or continuations in part therefrom. An Exhibit J Patents shall remain an Exhibit J patent only for so long as it and the claims therein are subject to all of the IBM rights
granted to and/or reserved by IBM under this Agreement for Assigned Patents. 
 “Licensee” shall mean any third party (including
Subsidiaries of IBM) to which IBM: (i) has granted or is obligated to grant licenses, immunities, covenants not to sue or any other rights under an Assigned Patent as of the Effective Time & Date; or (ii) reserves the right under
this Agreement to grant licenses, immunities, covenants not to sue or any other rights under an Assigned Patent. 
 “Japanese Assigned
Patent” shall mean any Assigned Patent issued, issuing or pending in Japan. 
 “Listed Patents” shall mean the patents listed in
Exhibit A or Exhibit B, hereto. A Listed Patent of one country may or may not have a counterpart in another country that is a Listed Patent. 

“Named Patent” shall mean either of U.S. Patent numbers 6268660 or 6593644. 
 “Non-Designated Product” shall mean any product line, service line or Subsidiary which is not a Designated Product. 
 “Spin Out” or “Spun Out” shall mean when subsequent to the Effective Time & Date, IBM or its Subsidiaries (the “Transferring Party”) either: (i) transfers a
product or service line to a third party without transferring a Subsidiary to said third party; or (ii) spins off a Subsidiary (either by disposing of it to a third party or in some other manner reducing ownership or control so that the
spun-off entity is no longer a Subsidiary of the Transferring Party); and if such transfer or spin off includes at least one marketable product or service in a product or service line and tangible assets having a net value of at least ten million US
dollars ($10,000,000.00), then after written notice to BUYER jointly by the Transferring Party and either: (i) such third party in the case of a transfer; or (ii) such ex-Subsidiary in the case of a spin off; and where, in either case,
such notice is within sixty (60) days following the transfer or spin off, the Transferring Party may grant a royalty-free, non-exclusive license (of the same or lesser scope as the license reserved by the Transferring Party herein) under the
Assigned 

  
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Patents for the field of such product or service line to such third party or the products and services of such ex-Subsidiary as of the transfer or spinoff, as applicable, (such third party or
ex-Subsidiary, the “Recipient”) provided that: 
  

	(a)	such field shall not be defined more broadly than the scope of the license granted herein to the Transferring Party, nor more broadly than necessary to cover the
particular product or service line being transferred or products and services of the Subsidiary spun off, as of the transfer or spinoff, as applicable, including extensions thereto based on the same technology (the “Licensed Products”);
and 

  

	(b)	the license granted shall be limited in the twelve (12) months immediately following such transfer or spin off to a volume of Licensed Products having an aggregate
selling price equal to no more than the aggregate selling prices of such Licensed Products by said Transferring Party in the twelve (12) months preceding such transfer or spin off plus ten percent (10%); and shall be limited, in each of the
successive twelve-month periods following such transfer or spin off, to a volume of Licensed Products having an aggregate selling price equal to no more than the limit for the immediately preceding twelve-month period plus ten percent (10%).


 “Subsidiary” shall mean a corporation, company or other entity: (a) more than fifty percent (50%) of whose
outstanding shares or securities (representing the right to vote for the election of directors or other managing authority) are now or hereafter owned or controlled, directly or indirectly, by a party hereto; or (b) which does not have
outstanding shares or securities, as may be the case in a partnership, joint venture or unincorporated association, but more than fifty percent (50%) of whose ownership interest representing the right to make the decisions for such entity is
now or hereafter owned or controlled, directly or indirectly by a party hereto. For avoidance of doubt, a corporation, company or other entity shall be deemed a “Subsidiary” hereunder only during the time the conditions set forth in
(a) or (b) above exist. 
  

									
	Agreed to:	 		 	Agreed to:
			
	ULTRATECH	 		 	INTERNATIONAL BUSINESS
		 		 		 	 MACHINES CORPORATION

					
	By	 	 /s/ Bruce R. Wright
	 		 	By	 	 /s/ Mark S. Petersen

	Name Bruce Wright	 		 	Name Mark S. Petersen
	Title   Chief Financial Officer	 		 	Title   Director of Finance, IP
					
	Date	 	 June 26, 2012
	 		 	Date	 	 26 June 2012



  
 10 of 23









 EXHIBIT A 
 ASSIGNED PATENTS (United States) 
  

											
	Country	  	IBM Docket Number	  	Patent Number	 	 	Patent Issue
Date	 
	US	  	AUS919980751US1	  	 	6268660	  	 	 	07/31/01	  
	US	  	AUS920020580US1	  	 	7253510	  	 	 	08/07/07	  
	US	  	AUS920020580US2	  	 	7816754	  	 	 	10/19/10	  
	US	  	AUS920020580US3	  	 	8153516	  	 	 	04/10/12	  
	US	  	BUR919990187US1	  	 	6495917	  	 	 	12/17/02	  
	US	  	BUR920050306US1	  	 	7635643	  	 	 	12/22/09	  
	US	  	BUR920070098US1	  	 	7898063	  	 	 	03/01/11	  
	US	  	BUR920070130US1	  	 	7863180	  	 	 	01/04/11	  
	US	  	BUR920070214US1	  	 	7868453	  	 	 	01/11/11	  
	US	  	BUR920070214US2	  	 	8138602	  	 	 	03/20/12	  
	US	  	BUR920070277US1	  	 	7741226	  	 	 	06/22/10	  
	US	  	BUR920080142US1	  	 	8138036	  	 	 	03/20/12	  
	US	  	BUR920080451US1	  	 	8039356	  	 	 	10/18/11	  
	US	  	CA919940020US1	  	 	5658827	  	 	 	08/19/97	  
	US	  	CA920070022US1	  	 	7498198	  	 	 	03/03/09	  
	US	  	END919940020US1	  	 	5391514	  	 	 	02/21/95	  
	US	  	END919950013US1	  	 	5872051	  	 	 	02/16/99	  
	US	  	END919950013US2	  	 	6759738	  	 	 	07/06/04	  
	US	  	END919950037US1	  	 	5874043	  	 	 	02/23/99	  
	US	  	END919950037US2	  	 	6010060	  	 	 	01/04/00	  
	US	  	END919950064US3	  	 	6129955	  	 	 	10/10/00	  
	US	  	END919950064US5	  	 	6790473	  	 	 	09/14/04	  
	US	  	END919960117US1	  	 	6534724	  	 	 	03/18/03	  
	US	  	END919960117US2	  	 	7063756	  	 	 	06/20/06	  
	US	  	END919960134US1	  	 	5818697	  	 	 	10/06/98	  
	US	  	END919970112US1	  	 	6429530	  	 	 	08/06/02	  
	US	  	END919970131US1	  	 	6059173	  	 	 	05/09/00	  
	US	  	END919970131US2	  	 	6340111	  	 	 	01/22/02	  
	US	  	END919970131US3	  	 	6380494	  	 	 	04/30/02	  
	US	  	END919980014US1	  	 	6138893	  	 	 	10/31/00	  
	US	  	END919980110US1	  	 	6225206	  	 	 	05/01/01	  
	US	  	END919980110US2	  	 	6664637	  	 	 	12/16/03	  
	US	  	END919980110US3	  	 	6756680	  	 	 	06/29/04	  
	US	  	END919980110US4	  	 	6955982	  	 	 	10/18/05	  
	US	  	END919990034US2	  	 	6541857	  	 	 	04/01/03	  
	US	  	END919990084US1	  	 	6433425	  	 	 	08/13/02	  
	US	  	END919990084US2	  	 	6581821	  	 	 	06/24/03	  
	US	  	END920000008US2	  	 	7615477	  	 	 	11/10/09	  
	US	  	END920010002US1	  	 	6784086	  	 	 	08/31/04	  
	US	  	END920010108US1	  	 	6649833	  	 	 	11/18/03	  
	US	  	FIS919950044US1	  	 	6344234	  	 	 	02/05/02	  
	US	  	FIS919970052US1	  	 	6050481	  	 	 	04/18/00	  
	US	  	FIS919970103US2	  	 	6548909	  	 	 	04/15/03	  
	US	  	FIS919970125US1	  	 	5872400	  	 	 	02/16/99	  
	US	  	FIS919970180US1	  	 	6235996	  	 	 	05/22/01	  
	US	  	FIS919970180US2	  	 	6574859	  	 	 	06/10/03	  
	US	  	FIS919970207US1	  	 	6251528	  	 	 	06/26/01	  
	US	  	FIS919970207US2	  	 	6297140	* 	 	 	10/02/01	  
	US	  	FIS919970207US4	  	 	RE40983	  	 	 	11/17/09	  


  
 11 of 23










											
	US	  	FIS919970269US1	  	 	6158644	  	  	 	12/12/00	  
	US	  	FIS919970269US2	  	 	6283359	  	  	 	09/04/01	  
	US	  	FIS919980129US1	  	 	6657313	  	  	 	12/02/03	  
	US	  	FIS920000060US1	  	 	6429388	  	  	 	08/06/02	  
	US	  	FIS920000081US1	  	 	6333563	  	  	 	12/25/01	  
	US	  	FIS920000247US1	  	 	6468413	  	  	 	10/22/02	  
	US	  	FIS920010111US1	  	 	6719188	  	  	 	04/13/04	  
	US	  	FIS920010399US1	  	 	6596621	  	  	 	07/22/03	  
	US	  	FIS920020107US1	  	 	6893799	  	  	 	05/17/05	  
	US	  	FIS920030039US1	  	 	6917113	  	  	 	07/12/05	  
	US	  	FIS920030231US1	  	 	7299530	  	  	 	11/27/07	  
	US	  	FIS920030231US2	  	 	7452215	  	  	 	11/18/08	  
	US	  	FIS920030231US3	  	 	7882623	  	  	 	02/08/11	  
	US	  	FIS920030419US2	  	 	7302757	  	  	 	12/04/07	  
	US	  	FIS920040001US2	  	 	7731077	  	  	 	06/08/10	  
	US	  	FIS920040001US3	  	 	7875806	  	  	 	01/25/11	  
	US	  	FIS920040056US1	  	 	7170187	  	  	 	01/30/07	  
	US	  	FIS920040056US2	  	 	7442878	  	  	 	10/28/08	  
	US	  	FIS920040098US1	  	 	7332821	  	  	 	02/19/08	  
	US	  	FIS920040098US2	  	 	7566649	  	  	 	07/28/09	  
	US	  	FIS920050206US1	  	 	7923836	  	  	 	04/12/11	  
	US	  	FIS920070018US1	  	 	7833897	  	  	 	11/16/10	  
	US	  	FIS920070251US1	  	 	8003512	  	  	 	08/23/11	  
	US	  	FIS920080007US1	  	 	8132775	  	  	 	03/13/12	  
	US	  	FIS920080147US2	  	 	8128868	  	  	 	03/06/12	  
	US	  	FIS920080331US1	  	 	7839163	  	  	 	11/03/10	  
	US	  	FIS920080331US2	  	 	7930664	  	  	 	04/19/11	  
	US	  	JP919900523US1	  	 	5355580	  	  	 	10/18/94	  
	US	  	JP919900523US2	  	 	5488200	  	  	 	01/30/96	  
	US	  	JP919980117US2	  	 	7021521	  	  	 	04/04/06	  
	US	  	JP919980233US1	  	 	6569262	  	  	 	05/27/03	  
	US	  	JP919980233US2	  	 	7172643	  	  	 	02/06/07	  
	US	  	JP919990032US1	  	 	6273328	  	  	 	08/14/01	  
	US	  	JP919990032US2	  	 	6427898	  	  	 	08/06/02	  
	US	  	JP920010068US1	  	 	6667559	  	  	 	12/23/03	  
	US	  	YOR919930131US2	  	 	5866044	  	  	 	02/02/99	  
	US	  	YOR919930131US3	  	 	6197222	  	  	 	03/06/01	  
	US	  	YOR919950085US1	  	 	6224690	  	  	 	05/01/01	  
	US	  	YOR919960073US1	  	 	6127735	  	  	 	10/03/00	  
	US	  	YOR919960073US3	  	 	6340630	  	  	 	01/22/02	  
	US	  	YOR919960076US3	  	 	6005292	  	  	 	12/21/99	  
	US	  	YOR919970213US1	  	 	6297559	  	  	 	10/02/01	  
	US	  	YOR919970216US2	  	 	6394334	  	  	 	05/28/02	  
	US	  	YOR919970216US3	  	 	6527158	  	  	 	03/04/03	  
	US	  	YOR919990194US1	  	 	6258703	  	  	 	07/10/01	  
	US	  	YOR920000417US1	  	 	6593644	  	  	 	07/15/03	  
	US	  	YOR920010216US1	  	 	6661098	  	  	 	12/09/03	  
	US	  	YOR920010216US2	  	 	6819000	  	  	 	11/16/04	  
	US	  	YOR920010217US1	  	 	6732908	  	  	 	05/11/04	  
	US	  	YOR920030190US1	  	 	7410833	  	  	 	08/12/08	  
	US	  	YOR920030190US2	  	 	8026613	  	  	 	09/27/11	  
	US	  	YOR920030190US3	  	 	7923849	  	  	 	04/12/11	  
	US	  	YOR920030286US1	  	 	7273803	  	  	 	09/25/07	  
	US	  	YOR920060427US1	  	 	7348270	  	  	 	03/25/08	  
	US	  	YOR920060427US2	  	 	7819376	  	  	 	10/26/10	  


  
 12 of 23










											
	US	  	YOR920060807US2	  	 	7932169	  	  	 	04/26/11	  
	US	  	YOR920080102US1	  	 	7780063	  	  	 	08/24/10	  
	US	  	YOR920080102US2	  	 	8087566	  	  	 	01/03/12	  
	US	  	YOR920080102US3	  	 	7891538	  	  	 	02/22/11	  
	US	  	YOR920080412US1	  	 	8097525	  	  	 	01/17/12	  
	US	  	YOR920080472US1	  	 	8138020	  	  	 	03/20/12	  

  

	 	•	 	 This patent was reissued as RE40983 


 END OF EXHIBIT A 

  
 13 of 23









 EXHIBIT B 
 ASSIGNED PATENTS (Other than United States) 
  

											
	Country	  	IBM Docket Number	  	Patent Number	 	  	Patent Issue
Date	 
	CN	  	BUR919990187CN1	  	 	ZL01111778.8	  	  	 	02/09/05	  
	CN	  	END919940020CN1	  	 	ZL95103588.6	  	  	 	03/29/01	  
	CN	  	END919950013CN1	  	 	ZL96109910.0	  	  	 	12/29/04	  
	CN	  	END919950064CN1	  	 	ZL96122417.7	  	  	 	04/23/03	  
	CN	  	END919970112CN1	  	 	ZL99126081.3	  	  	 	10/12/05	  
	CN	  	END920010002CN1	  	 	ZL02804696.X	  	  	 	08/08/07	  
	CN	  	FIS920000060CN1	  	 	ZL01117936.8	  	  	 	01/18/06	  
	CN	  	FIS920000247CN1	  	 	ZL01137197.8	  	  	 	01/12/05	  
	CN	  	FIS920030039CN1	  	 	ZL200380110302.4	  	  	 	11/12/08	  
	CN	  	FIS920040098CN1	  	 	ZL200510068432.7	  	  	 	07/02/08	  
	CN	  	JP919980233CN1	  	 	ZL00101653.9	  	  	 	08/11/04	  
	CN	  	YOR919930131CN1	  	 	ZL96121722.7	  	  	 	03/20/02	  
	CN	  	YOR920000417CN1	  	 	ZL 02809044.6	  	  	 	05/02/07	  
	CN	  	YOR920010216CN1	  	 	ZL 02826087.2	  	  	 	04/04/07	  
	CN	  	YOR920030190CN1	  	 	ZL200510060057.1	  	  	 	04/28/10	  
	CN	  	YOR920060807CN1	  	 	ZL200710186941.9	  	  	 	07/20/11	  
	DE	  	BUR919990187DE1	  	 	10110566.5	  	  	 	03/01/07	  
	GB	  	END919940020GB1	  	 	678908	  	  	 	08/05/98	  
	IE	  	YOR919950085IE1	  	 	79088	  	  	 	04/08/98	  
	IN	  	END919950013IN1	  	 	207251	  	  	 	06/01/07	  
	IN	  	FIS920030039IN1	  	 	234192	  	  	 	05/08/09	  
	IN	  	YOR920000417IN1	  	 	227048	  	  	 	12/31/08	  
	JP	  	END920010002JP1	  	 	3689407	  	  	 	06/17/05	  
	JP	  	FIS920000060JP1	  	 	3600549	  	  	 	09/24/04	  
	JP	  	FIS920000247JP1	  	 	3368271	  	  	 	11/08/02	  
	JP	  	FIS920010399JP1	  	 	3899050	  	  	 	01/05/07	  
	JP	  	FIS920030419JP1	  	 	4583213	  	  	 	09/10/10	  
	JP	  	FIS920040098JP1	  	 	4686300	  	  	 	02/18/11	  
	JP	  	YOR919950085JP1	  	 	3163017	  	  	 	02/23/01	  
	JP	  	YOR920010216JP1	  	 	4012513	  	  	 	09/14/07	  
	JP	  	YOR920010217JP1	  	 	3782997	  	  	 	03/17/06	  
	JP	  	YOR920030190JP1	  	 	4195886	  	  	 	10/03/08	  
	KR	  	END920010002KR1	  	 	602328	  	  	 	07/10/06	  
	KR	  	FIS920000060KR1	  	 	482940	  	  	 	04/04/05	  
	KR	  	YOR919930131KR1	  	 	201045	  	  	 	03/11/99	  
	KR	  	YOR919950085KR1	  	 	207888	  	  	 	04/14/99	  
	KR	  	YOR920000417KR1	  	 	656218	  	  	 	12/05/06	  
	SG	  	END919970112SG1	  	 	88762	  	  	 	09/16/02	  
	TW	  	BUR919990187TW1	  	 	NI-154678	  	  	 	08/19/02	  
	TW	  	END919940020TW1	  	 	NI-075517	  	  	 	04/16/96	  
	TW	  	FIS920000060TW1	  	 	I221023	  	  	 	09/11/04	  
	TW	  	FIS920000247TW1	  	 	NI-188696	  	  	 	02/12/04	  
	TW	  	FIS920030039TW1	  	 	I269416	  	  	 	12/21/06	  
	TW	  	FIS920040098TW1	  	 	I346518	  	  	 	08/01/11	  
	TW	  	JP919980233TW1	  	 	NI-142548	  	  	 	02/06/02	  
	TW	  	YOR919930131TW1	  	 	NI-085116	  	  	 	07/15/97	  
	TW	  	YOR920000417TW1	  	 	NI-200648	  	  	 	08/16/04	  
	TW	  	YOR920010216TW1	  	 	I222712	  	  	 	10/21/04	  
	TW	  	YOR920010217TW1	  	 	I222168	  	  	 	10/11/04	  

 END OF EXHIBIT B 

  
 14 of 23









 EXHIBIT C 
 ASSIGNED PATENT APPLICATIONS 
 US Assigned Patent Applications 

 

									
	Country	  	IBM Docket Number	  	Application Serial Number	  	Filing Date	  	Priority Date
	 US
	  	BUR920070098US2	  	13/025678	  	02/11/11	  	02/16/08
	 US
	  	BUR920070130US2	  	12/955429	  	11/29/10	  	05/06/08
	 US
	  	BUR920070214US3	  	13/361232	  	01/30/12	  	02/15/08
	 US
	  	BUR920080142US2	  	13/364804	  	02/02/12	  	08/08/08
	 US
	  	FIS920080007US2	  	13/365519	  	02/03/12	  	04/29/08
	 US
	  	FIS920080147US3	  	13/357146	  	01/24/12	  	02/12/09
	 US
	  	YOR920030190US5	  	13/244576	  	09/25/11	  	03/31/04
	 US
	  	YOR920060807US1	  	11/616919	  	12/28/06	  	12/28/06

 Non - US Assigned Patent Applications 

 

									
	Country	  	IBM Docket Number	  	Application Serial Number	  	Filing Date	  	 
	 EP
	  	BUR920050306EP1	  	7761307.3	  	04/26/07	  	
	 EP
	  	BUR920070098EP1	  	9710899.7	  	02/11/09	  	
	 EP
	  	BUR920080142EP1	  	9805415.8	  	08/04/09	  	
	 IN
	  	BUR920070098IN1	  	03923/CHENP/2010	  	02/11/09	  	
	 JP
	  	BUR920070214JP1	  	2010-546869	  	02/11/09	  	
	 JP
	  	BUR920080142JP1	  	2011-522155	  	08/04/09	  	
	 KR
	  	BUR920070214KR1	  	2010-7018705	  	02/11/09	  	
	 KR
	  	BUR920080142KR1	  	2011-7004709	  	08/04/09	  	
	 SG
	  	BUR920070098SG1	  	201005164-7	  	02/11/09	  	
	 TW
	  	BUR920050306TW1	  	96113388	  	04/16/07	  	
	 TW
	  	BUR920070098TW1	  	98103585	  	02/04/09	  	
	 TW
	  	BUR920070130TW1	  	98114680	  	05/04/09	  	
	 TW
	  	BUR920070214TW1	  	98104301	  	02/11/09	  	
	 TW
	  	BUR920080142TW1	  	98125343	  	07/28/09	  	
	 TW
	  	BUR920080451TW1	  	100100278	  	01/05/11	  	

 END OF EXHIBIT C 

  
 15 of 23









 EXHIBIT D 
 Form of Recordable Patent Assignment and Reservation 
 For good and valuable
consideration, the receipt of which is hereby acknowledged, and subject to the reservations stated in the Patent Assignment Agreement Reference No. L            between the parties with an
effective time and date of 11:59pm United States Eastern Time on             , 200     (“Effective Time and Date”) (“Patent Assignment Agreement”),
International Business Machines Corporation, a New York corporation having a place of business at Armonk, New York, (hereinafter “ASSIGNOR”), hereby grants and assigns to BUYER, a ABC corporation having a place of business at
            , (hereinafter “ASSIGNEE”), all of IBM’s right, title and interest in and to the United States Letters Patents identified in Exhibit A and the United States
patent applications identified in Exhibit C, attached hereto, (hereinafter, collectively, “ASSIGNED PATENTS”), to have and to hold the same, unto ASSIGNEE for its own use and enjoyment and for the use and enjoyment of its successors and
assigns, including all damages for infringement of any of the Assigned Patents , including, but not limited to, any damages for past infringement accruing prior to the Effective Time & Date, and the sole right to sue therefore under such
Assigned Patents, for the full term or terms of all such ASSIGNED PATENTS, subject to all rights granted under the ASSIGNED PATENTS to third parties prior to said Effective Time & Date. 

ASSIGNOR hereby reserves and retains, for the benefit of itself and its subsidiaries and its and their successors and assigns, the rights
and licenses set forth in the Patent Assignment Agreement. 
 IN WITNESS WHEREOF, ASSIGNOR has caused this Patent Assignment and Reservation to
be duly signed on its behalf. 
  

									
	 Signature:
	 	  
	 		 	Date:	 	  


 Mark Petersen, Director of Finance 
 Technology & Intellectual Property 
 State
of         ) 
 ) S.S. 
 County of         ) 
 Before me this
            day of             , 20    , personally appeared
                    , to me known to be the person who is described in and who signed the foregoing Assignment and acknowledged to me that he/she
signed the same of his/her own free will for the purpose therein expressed. 

                     Notary Public 

END OF EXHIBIT D 

  
 16 of 23









 EXHIBIT E 
 NON-EXCLUSIVE LICENSE MEMORANDUM 
 For good and valuable consideration, the receipt of which is
hereby acknowledged, [BUYER], a [JURISDICTION] corporation having a place of business at [BUYER’S ADDRESS] (hereinafter “LICENSOR”), hereby acknowledges and agrees that: (1) International Business Machines Corporation, a New York
corporation having a place of business at Armonk, New York, United States of America, (hereinafter “LICENSEE”), reserves and retains, for the benefit of itself and its subsidiaries and its and their successors and assigns, the rights and
licenses reserved and retained in the separate written agreement between the parties with an effective time and date of 11:59pm United States Eastern Time on
                , 200     (“Effective Time and Date”) with respect to the Japanese Patents identified in Attachment A hereto, (hereinafter
“LICENSED PATENTS”), and (2) the LICENSED PATENTS are subject to all rights granted under the LICENSED PATENTS to third parties by LICENSEE or others prior to the Effective Time and Date. 

IN WITNESS WHEREOF, LICENSOR has caused this Non-exclusive License Memorandum to be duly signed on its behalf. 

 

			
	Signature:	 	  

		
	Name:	 	  

		
	Title:	 	  

		
	Date:	 	  



  
 17 of 23









 ATTACHMENT A TO EXHIBIT E 
 EXHIBIT E 
 LICENSED PATENTS (Japan) 

 

											
	Country	  	IBM Docket Number	  	Patent Number	  	 Issue
 Date
	 	  	 
	JP	  	END920010002JP1	  	3689407	  	 	06/17/05	  	  	
	JP	  	FIS920000060JP1	  	3600549	  	 	09/24/04	  	  	
	JP	  	FIS920000247JP1	  	3368271	  	 	11/08/02	  	  	
	JP	  	FIS920010399JP1	  	3899050	  	 	01/05/07	  	  	
	JP	  	FIS920030419JP1	  	4583213	  	 	09/10/10	  	  	
	JP	  	FIS920040098JP1	  	4686300	  	 	02/18/11	  	  	
	JP	  	YOR919950085JP1	  	3163017	  	 	02/23/01	  	  	
	JP	  	YOR920010216JP1	  	4012513	  	 	09/14/07	  	  	
	JP	  	YOR920010217JP1	  	3782997	  	 	03/17/06	  	  	
	JP	  	YOR920030190JP1	  	4195886	  	 	10/03/08	  	  	
					
	Country	  	IBM Docket No.	  	Application Serial Number	  	Filing
Date	 	  	 
	JP	  	BUR920070214JP1	  	2010-546869	  	 	02/11/09	  	  	
	JP	  	BUR920080142JP1	  	2011-522155	  	 	08/04/09	  	  	

 End of Exhibit E 

  
 18 of 23









 EXHIBIT F 
 EXHIBIT F1: 
 Applied Materials 
 TSMC 
 SPIL 
 UTAC 
 Mattson 
 Jiangsu Changjiang Electronics Technology 
 STS Semiconductor 

J-Devices 
 Bosch 

Advanced Semiconductor Engineering Inc.l 
 Altera

 EXHIBIT F2: 
  

							
	Company	  	Representation with respect to patents with a priority date after	  	 	  	 
	 Intel
	  	12/31/2001	  		  	
	 Micron
	  	9/1/2001	  		  	
	 Analog Device
	  	7/1/1991	  		  	
	 AT&T
	  	1/1/2000	  		  	

 Exhibit F3 
  

							
	Company	  	
Representation with respect to patents with a priority date before
	  	 	  	 
	 KLA-Tencor
	  	4/8/2008	  		  	

 End of Exhibit 

  
 19 of 23









 ULTRATECH ACQUIRES PATENTS FROM IBM 

FOR SEMICONDUCTOR BUMPING AND PACKAGING 
 SAN JOSE, CA—July XX 2012—Ultratech, Inc. (NasdaqGM: UTEK), a leading supplier of lithography and laser-processing systems used to manufacture semiconductor devices, today announced that it has
acquired the rights to a collection of patents from IBM—these include fundamental patents in packaging such as C4 bumping, Ball Grid Arrays, lead-free solders and 3D packaging. Representing both U.S. and foreign patents, the portfolio includes
claims directed at methods of making, at compositions and at structures of semiconductor devices. This acquisition strengthens and broadens Ultratech’s offerings to facilitate advanced packaging at the lower device nodes. 

“Ultratech has periodically purchased patents that it views are key to our business,” noted Ultratech Chairman and CEO Arthur W. Zafiropoulo.
“The acquisition of these patents from IBM is the continuation of that strategy to ensure that our customers receive the highest technology content in their products. This acquisition reinforces our commitment to remain at the forefront of
providing equipment with leading-edge technology and low cost-of-ownership advantages for our global customer base.” 

  
 20 of 23









 EXHIBIT J 
 Assigned Patents 
  

											
	Country	  	IBM Docket Number	  	Patent Number	 	  	Patent Issue
Date	 
	 US
	  	CA919940020US2 (LAPSED)	  	 	6030889	  	  	 	02/29/00	  
	 US
	  	END919960134US2 (LAPSED)	  	 	6187610	  	  	 	02/13/01	  
	 US
	  	END919970067US1 (LAPSED)	  	 	6165885	  	  	 	12/26/00	  
	 US
	  	END919980014US2 (LAPSED)	  	 	6293455	  	  	 	09/25/01	  
	 US
	  	END919980014US3 (LAPSED)	  	 	6672500	  	  	 	01/06/04	  
	 US
	  	END919990034US1 (LAPSED)	  	 	6274474	  	  	 	08/14/01	  
	 US
	  	END920000008US1 (LAPSED)	  	 	7148566	  	  	 	12/12/06	  
	 US
	  	FIS919970103US1 (LAPSED)	  	 	6258625	  	  	 	07/10/01	  
	 US
	  	FIS919980129US2 (LAPSED)	  	 	6984792	  	  	 	01/10/06	  
	 US
	  	FIS920040001US1 (LAPSED)	  	 	7287685	  	  	 	10/30/07	  
	 US
	  	JP919980117US1 (LAPSED)	  	 	6455785	  	  	 	09/24/02	  
	 US
	  	YOR919960076US1 (LAPSED)	  	 	5854514	  	  	 	12/29/98	  
	 US
	  	YOR919960076US2 (LAPSED)	  	 	6127253	  	  	 	10/03/00	  
	 US
	  	YOR919970216US1 (LAPSED)	  	 	6056191	  	  	 	05/02/00	  
	 CA
	  	CA919940020CA1 (LAPSED)	  	 	2135508	  	  	 	11/03/98	  
	 CA
	  	YOR920010216CA1 (LAPSED)	  	 	2472750	  	  	 	02/03/09	  
	 CN
	  	END919960134CN1 (LAPSED)	  	 	ZL98105317.3	  	  	 	01/29/03	  
	 DE
	  	END919940020DE1 (LAPSED)	  	 	69503824.9	  	  	 	08/05/98	  
	 DE
	  	JP919900523DE1 (LAPSED)	  	 	69205134.1	  	  	 	09/27/95	  
	 FR
	  	END919940020FR1 (ABANDONED)	  	 	678908	  	  	 	08/05/98	  
	 FR
	  	JP919900523FR1 (LAPSED)	  	 	548603	  	  	 	09/27/95	  
	 GB
	  	JP919900523GB1 (LAPSED)	  	 	548603	  	  	 	09/27/95	  
	 HK
	  	END919970112HK1 (LAPSED)	  	 	HK1027903	  	  	 	04/07/06	  
	 HK
	  	JP919980233HK1 (LAPSED)	  	 	HK1030385	  	  	 	03/18/05	  
	 IN
	  	BUR919990187IN1 (LAPSED)	  	 	220109	  	  	 	05/15/08	  
	 JP
	  	AUS920020580JP1 (LAPSED)	  	 	4047819	  	  	 	11/30/07	  
	 JP
	  	CA919940020JP1 (LAPSED)	  	 	3202903	  	  	 	06/22/01	  
	 JP
	  	END919940020JP1 (LAPSED)	  	 	2758373	  	  	 	03/13/98	  
	 JP
	  	END919960134JP1 (LAPSED)	  	 	3224772	  	  	 	08/24/01	  
	 JP
	  	END919980110JP1 (LAPSED)	  	 	3418972	  	  	 	04/18/03	  
	 JP
	  	FIS919970180JP1 (LAPSED)	  	 	2994375	  	  	 	10/22/99	  
	 JP
	  	FIS919970207JP1 (LAPSED)	  	 	3245122	  	  	 	10/26/01	  
	 JP
	  	FIS919970269JP1 (LAPSED)	  	 	3127151	  	  	 	11/02/00	  
	 JP
	  	JP919900523JP1 (LAPSED)	  	 	1975654	  	  	 	09/27/95	  
	 JP
	  	JP919980117JP1 (LAPSED)	  	 	3407275	  	  	 	03/14/03	  
	 JP
	  	JP919980233JP1 (LAPSED)	  	 	3074649	  	  	 	06/09/00	  
	 JP
	  	JP919990032JP1 (LAPSED)	  	 	3066963	  	  	 	05/19/00	  
	 JP
	  	JP920010068JP1 (LAPSED)	  	 	3910379	  	  	 	02/02/07	  
	 JP
	  	YOR919930131JP1 (LAPSED)	  	 	3111010	  	  	 	09/14/00	  
	 JP
	  	YOR919930131JP2 (LAPSED)	  	 	3771751	  	  	 	02/17/06	  
	 KR
	  	BUR919990187KR1 (LAPSED)	  	 	406846	  	  	 	11/12/03	  
	 KR
	  	END919940020KR1 (LAPSED)	  	 	167470	  	  	 	09/28/98	  
	 KR
	  	END919950013KR1 (LAPSED)	  	 	257420	  	  	 	02/29/00	  
	 KR
	  	END919960134KR1 (LAPSED)	  	 	303408	  	  	 	07/11/01	  
	 KR
	  	END919970112KR1 (LAPSED)	  	 	353170	  	  	 	09/05/02	  
	 KR
	  	FIS920030039KR1 (LAPSED)	  	 	647003	  	  	 	11/09/06	  
	 KR
	  	JP919980233KR1 (ABANDONED)	  	 	353586	  	  	 	09/09/02	  
	 KR
	  	YOR919960073KR1 (LAPSED)	  	 	267874	  	  	 	07/08/00	  
	 MY
	  	BUR919990187MY1 (LAPSED)	  	 	MY-117703-A	  	  	 	07/31/04	  


  
 21 of 23










											
	 MY
	  	END919940020MY1 (ABANDONED)	  	 	MY-113781-A	  	  	 	05/31/02	  
	 MY
	  	END919950013MY1 (LAPSED)	  	 	MY-127628-A	  	  	 	12/29/06	  
	 MY
	  	END919950013MY2 (LAPSED)	  	 	MY-134089-A	  	  	 	11/30/07	  
	 MY
	  	END919960134MY1 (LAPSED)	  	 	MY-118146-A	  	  	 	09/30/04	  
	 MY
	  	END919970112MY1 (LAPSED)	  	 	MY-123455-A	  	  	 	05/31/06	  
	 MY
	  	END919990034MY1 (LAPSED)	  	 	MY-127450-A	  	  	 	12/29/06	  
	 MY
	  	END920010002MY1 (LAPSED)	  	 	MY-127824-A	  	  	 	12/29/06	  
	 MY
	  	JP919980233MY1 (LAPSED)	  	 	MY-133211-A	  	  	 	10/31/07	  
	 PH
	  	JP919980233PH1 (LAPSED)	  	 	1-2000-00363	  	  	 	07/08/05	  
	 SG
	  	END919950064SG1 (LAPSED)	  	 	48462	  	  	 	10/16/01	  
	 SG
	  	END919960134SG1 (LAPSED)	  	 	60206	  	  	 	10/16/01	  
	 SG
	  	END920010002SG1 (LAPSED)	  	 	98273	  	  	 	02/28/06	  
	 SG
	  	FIS920000060SG1 (LAPSED)	  	 	91918	  	  	 	06/30/05	  
	 SG
	  	FIS920000247SG1 (LAPSED)	  	 	94868	  	  	 	04/30/03	  
	 SG
	  	YOR919930131SG1 (LAPSED)	  	 	49985	  	  	 	02/22/99	  
	 SG
	  	YOR920000417SG1 (LAPSED)	  	 	100834	  	  	 	08/31/05	  
	 SG
	  	YOR920010216SG1 (LAPSED)	  	 	105199	  	  	 	08/31/06	  
	 TH
	  	END919940020TH1 (LAPSED)	  	 	6875	  	  	 	06/26/97	  
	 TW
	  	END919960134TW1 (LAPSED)	  	 	NI-095355	  	  	 	10/21/98	  
	 TW
	  	END919970112TW1 (LAPSED)	  	 	NI-156558	  	  	 	09/24/02	  
	 TW
	  	END919980110TW1 (LAPSED)	  	 	NI-135784	  	  	 	10/27/01	  
	 TW
	  	END920010002TW1 (LAPSED)	  	 	NI-177961	  	  	 	09/09/03	  
	 TW
	  	END920010108TW1 (LAPSED)	  	 	I232559	  	  	 	05/11/05	  
	 TW
	  	YOR919960073TW1 (LAPSED)	  	 	NI-108520	  	  	 	03/09/00	  

 Assigned Patent Applications 
  

											
	Country	  	IBM Docket Number	  	 Application Serial

Number
	 	  	Filing
Date	 
	 US
	  	END919950064US1 (ABANDONED)	  	 	08/548893	  	  	 	10/26/95	  
	 US
	  	END919950064US2 (ABANDONED)	  	 	08/874220	  	  	 	06/13/97	  
	 US
	  	END919950064US4 (ABANDONED)	  	 	09/471520	  	  	 	12/23/99	  
	 US
	  	FIS919970207US3 (ABANDONED)	  	 	09/887443	  	  	 	06/25/01	  
	 US
	  	FIS920030419US1 (ABANDONED)	  	 	10/708887	  	  	 	03/30/04	  
	 US
	  	FIS920080147US1 (COMPLETED)	  	 	61/151861	  	  	 	02/12/09	  
	 US
	  	YOR919930131US1 (ABANDONED)	  	 	08/339609	  	  	 	11/15/94	  
	 US
	  	YOR919960073US2 (ABANDONED)	  	 	09/474895	  	  	 	9/21/99	  
	 US
	  	YOR919990194US2 (ABANDONED)	  	 	09/833949	  	  	 	04/12/01	  
	 US
	  	YOR920030190US4 (ABANDONED)	  	 	12/113195	  	  	 	04/30/08	  
	 US
	  	YOR920030286US2 (ABANDONED)	  	 	11/860270	  	  	 	09/24/07	  
	 BR
	  	END919990034BR1 (LAPSED)	  	 	PI00048828	  	  	 	10/17/00	  
	 CA
	  	BUR920070098CA1 (ABANDONED)	  	 	2708207	  	  	 	02/11/09	  
	 CZ
	  	YOR920000417CZ1 (ABANDONED)	  	 	20032834	  	  	 	04/17/02	  
	 DE
	  	END919950013DE1 (ABANDONED)	  	 	96305563.7	  	  	 	07/30/96	  
	 DE
	  	YOR919930131DE1 (ABANDONED)	  	 	96303162	  	  	 	05/03/96	  
	 EP
	  	END920010002EP1 (ABANDONED)	  	 	2710134.4	  	  	 	01/30/02	  
	 EP
	  	FIS920030039EP1 (ABANDONED)	  	 	3790123.8	  	  	 	11/25/03	  
	 EP
	  	YOR919930131EP1 (ABANDONED)	  	 	96303162	  	  	 	05/03/96	  
	 EP
	  	YOR920000417EP1 (ABANDONED)	  	 	2725722.9	  	  	 	04/17/02	  
	 EP
	  	YOR920010216EP1 (ABANDONED)	  	 	2798367.5	  	  	 	12/19/02	  
	 FR
	  	END919950013FR1 (ABANDONED)	  	 	96305563.7	  	  	 	07/30/96	  
	 FR
	  	YOR919930131FR1 (ABANDONED)	  	 	96303162	  	  	 	05/03/96	  
	 GB
	  	END919950013GB1 (ABANDONED)	  	 	96305563.7	  	  	 	07/30/96	  
	 GB
	  	YOR919930131GB1 (ABANDONED)	  	 	96303162	  	  	 	05/03/96	  


  
 22 of 23










											
	 HU
	  	YOR920000417HU1 (ABANDONED)	  	 	P0303965	  	  	 	04/17/02	  
	 ID
	  	JP919980233ID1 (ABANDONED)	  	 	P991195	  	  	 	12/27/99	  
	 IE
	  	END919950013IE1 (ABANDONED)	  	 	96305563.7	  	  	 	07/30/96	  
	 JP
	  	BUR919990187JP1 (ABANDONED)	  	 	2001-077127	  	  	 	03/16/01	  
	 JP
	  	END919950064JP1 (ABANDONED)	  	 	08-244424	  	  	 	09/17/96	  
	 JP
	  	YOR919960073JP1 (ABANDONED)	  	 	09-255321	  	  	 	09/19/97	  
	 JP
	  	YOR920000417JP1 (ABANDONED)	  	 	2002-584388	  	  	 	04/17/02	  
	 KR
	  	END920010108KR1 (ABANDONED)	  	 	2005-7000414	  	  	 	07/22/03	  
	 MY
	  	END919960134MY2 (ABANDONED)	  	 	PI20040409	  	  	 	02/23/98	  
	 MY
	  	END920010108MY1 (ABANDONED)	  	 	PI20032531	  	  	 	07/04/03	  
	 MY
	  	FIS920040098MY1 (ABANDONED)	  	 	PI20053735	  	  	 	08/10/05	  
	 PCT
	  	BUR920050306PCT1 (COMPLETED)	  	 	US2007/067449	  	  	 	04/26/07	  
	 PCT
	  	BUR920070098PCT1 (COMPLETED)	  	 	US2009/033723	  	  	 	02/11/09	  
	 PCT
	  	BUR920070130PCT1 (COMPLETED)	  	 	US2009/042206	  	  	 	04/30/09	  
	 PCT
	  	BUR920070214PCT1 (COMPLETED)	  	 	US2009/033724	  	  	 	02/11/09	  
	 PCT
	  	BUR920080142PCT1 (COMPLETED)	  	 	US2009/052643	  	  	 	08/04/09	  
	 PCT
	  	BUR920080451PCT1 (COMPLETED)	  	 	US2011/020913	  	  	 	01/12/11	  
	 PCT
	  	END919950037PCT1 (ABANDONED)	  	 	08/6/10307	  	  	 	06/13/96	  
	 PCT
	  	END920010002PCT1 (COMPLETED)	  	 	GB02/000415	  	  	 	01/30/02	  
	 PCT
	  	END920010108PCT1 (ABANDONED)	  	 	EP03/007980	  	  	 	07/22/03	  
	 PCT
	  	FIS920030039PCT1 (COMPLETED)	  	 	US03/37952	  	  	 	11/25/03	  
	 PCT
	  	YOR920000417PCT1 (COMPLETED)	  	 	US02/12207	  	  	 	04/17/02	  
	 PCT
	  	YOR920010216PCT1 (COMPLETED)	  	 	EP02/014911	  	  	 	12/19/02	  
	 PH
	  	END920010002PH1 (ABANDONED)	  	 	1-2003-500704	  	  	 	01/30/02	  
	 PH
	  	FIS920030039PH1 (ABANDONED)	  	 	1-2005-501893	  	  	 	11/25/03	  
	 PH
	  	JP919980233PH2 (ABANDONED)	  	 	1-2004-000330	  	  	 	08/06/04	  
	 PL
	  	YOR920000417PL1 (ABANDONED)	  	 	P368078	  	  	 	04/17/02	  
	 SG
	  	FIS920030039SG1 (ABANDONED)	  	 	200506739-2	  	  	 	11/25/03	  
	 TH
	  	BUR919990187TH1 (ABANDONED)	  	 	63612	  	  	 	02/16/01	  
	 TH
	  	END919970112TH1 (ABANDONED)	  	 	53540	  	  	 	10/26/99	  
	 TH
	  	END919990034TH1 (ABANDONED)	  	 	60621	  	  	 	09/22/00	  
	 TH
	  	END920010002TH1 (ABANDONED)	  	 	71359	  	  	 	01/24/02	  
	 TH
	  	END920010108TH1 (ABANDONED)	  	 	83846	  	  	 	07/17/03	  
	 TH
	  	FIS920030039TH1 (ABANDONED)	  	 	90137	  	  	 	04/12/04	  
	 TH
	  	FIS920040098TH1 (ABANDONED)	  	 	103108	  	  	 	08/10/05	  
	 TH
	  	JP919980233TH1 (ABANDONED)	  	 	55840	  	  	 	02/18/00	  
	 TH
	  	YOR920000417TH1 (ABANDONED)	  	 	72306	  	  	 	03/13/02	  
	 TW
	  	YOR920030190TW1 (ABANDONED)	  	 	94109282	  	  	 	03/25/05	  

 END OF EXHIBIT J 

  
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