Exhibit
10.04
 AGREEMENT OF LEASE
 BETWEEN
 MELVYN J. POWERS AND MARY P. POWERS
D/B/A M&M REALTY
(LESSOR)
 AND
 ADVANCED TECHNOLOGY MATERIALS, INC.
(LESSEE)
 For Premises Located At:
7 Commerce Drive
Danbury, Connecticut 06810
 Dated: December 23, 1994




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TABLE OF CONTENTS
 1. DEFINITIONS
    
    
    12. PREMISES
    
    
    33. USE AND COMPLIANCE
    
    
    44. ENVIRONMENTAL PROVISIONS
    
    
    55. FIXED RENT
    
    
    86. REAL ESTATE TAXES
    
    
    97. INSURANCE AND INDEMNITY
    
    
    108. LESSORS RIGHT OF ENTRY
    
    
    119. REPAIRS AND MAINTENANCE
    
    
    1210. ALTERATIONS
    
    
    1311. DAMAGE AND DESTRUCTION
    
    
    1512. SIGNS
    
    
    1613. UTILITIES
    
    
    1614. EMINENT DOMAIN
    
    
    1615. ASSIGNMENT AND SUBLETTING
    
    
    1716. LESSEES DEFAULT, REMEDIES
    
    
    1817. WAIVER OF SUMMARY PROCESS
    
    
    1918. HOLDING OVER
    
    
    1919. LESSEES PERSONALTY
    
    
    2020. NOTICE
    
    
    2021. SECURITY DEPOSIT
    
    
    2122. BROKERAGE
    
    
    21




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23. RENEWAL TERM
    
    
    2224. END OF TERM
    
    
    2225. WAIVER
    
    
    2226. SUBORDINATION, ATTORNMENT AND NON-DISTURBANCE
    
    
    2327. ESTOPPEL CERTIFICATE
    
    
    2328. NOTICE OF LEASE
    
    
    2329. DEFINITION OF LESSOR
    
    
    2430. LIMITATION ON LIABILITY
    
    
    2431. TERMS AND HEADINGS
    
    
    2432. INVALIDITY
    
    
    2433. LESSORS SIGNS
    
    
    2434. QUIET ENJOYMENT
    
    
    2535. LESSORS DEFAULT
    
    
    2536. ATTORNEYS FEES
    
    
    2537. ACCORD AND SATISFACTION
    
    
    2638. BINDING EFFECT
    
    
    2639. ENTIRE AGREEMENT AND GOVERNING LAW
    
    
    26
 EXHIBIT A
    
    PREMISESEXHIBIT B
    
    LESSORS WORKEXHIBIT C
    
    LESSEES INITIAL WORKEXHIBIT D
    
    LESSEES ADDITIONAL WORKEXHIBIT E
    
    TRI-PARTITE AGREEMENTEXHIBIT F
    
    ESCROW AGREEMENTEXHIBIT G
    
    ENVIRONMENTAL SURVEY




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THIS AGREEMENT OF LEASE MELVYN J. POWERS MARY P. POWERS, d/b/a M&M REALTY, ADVANCED TECHNOLOGY
MATERIALS, INC.,
 WITNESSETH  AS  FOLLOWS :
 1. DEFINITIONS.
               1




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2




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2. PREMISES.
      3




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3. USE AND COMPLIANCE.
     4




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4. ENVIRONMENTAL PROVISIONS.
        5




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6




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7




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5. FIXED RENT.
     8




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6. REAL ESTATE TAXES.
       9




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7. INSURANCE AND INDEMNITY.
     10




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8. LESSORS RIGHT OF ENTRY.
   11




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9. REPAIRS AND MAINTENANCE.
       12




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10. ALTERATIONS.
    13




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14




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11. DAMAGE AND DESTRUCTION.
    15




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12. SIGNS.
  13. UTILITIES.
  14. EMINENT DOMAIN.
     16




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15. ASSIGNMENT AND SUBLETTING.
        17




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16. LESSEES DEFAULT, REMEDIES.
       18




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17. WAIVER OF SUMMARY PROCESS.
  18. HOLDING OVER.
   19




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19. LESSEES PERSONALTY.
  20. NOTICE.
  (a)
    
    To Lessor:M&M Realty
c/o Melvyn J. Powers
Commerce Park
P.O. Box 581
Danbury, Connecticut 06813With a copy to:John R. Ward, Esq.
Pullman & Comley
850 Main Street
P.O. Box 7006
Bridgeport, Connecticut 06601-7006(b)
    
    To Lessee:Advanced Technology Materials, Inc.
Attention: Daniel P. Sharkey
7 Commerce Drive
Danbury, Connecticut 06810
 With a copy to:Stephen J. Geissler, Esq.
Shipman & Goodwin
1 American Row
Hartford, Connecticut 06103-2819
   20




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21. SECURITY DEPOSIT.
  22. BROKERAGE.
   21




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23. RENEWAL TERM.
      24. END OF TERM.
  25. WAIVER.
   22




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26. SUBORDINATION, ATTORNMENT AND NON-DISTURBANCE.
   27. ESTOPPEL CERTIFICATE.
   28. NOTICE OF LEASE.
   23




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29. DEFINITION OF LESSOR.
  30. LIMITATION ON LIABILITY.
  31. TERMS AND HEADINGS.
  32. INVALIDITY.
  33. LESSORS SIGNS.
   24




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34. QUIET ENJOYMENT.
  35. LESSORS DEFAULT.
   36. ATTORNEYS FEES.
   25




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37. ACCORD AND SATISFACTION.
  38. BINDING EFFECT.
  39. ENTIRE AGREEMENT AND GOVERNING LAW.
    26




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IN WITNESS WHEREOF,
  /s/ John R. Ward
    
    
    
    /s/ Melvyn J. PowersJohn R. Ward
    
    
    
    Melvyn J. Powers[ILLEGIBLE]/s/ John R. Ward
    
    
    
    /s/ Mary P. PowersJohn R. Ward
    
    
    
    Mary P. Powers[ILLEGIBLE]Witnessed By:
    
    
    
    ADVANCED TECHNOLOGY MATERIALS, INC./s/ [ILLEGIBLE]
    
    
    
    By:
    
    /s/ Daniel P. SharkeyNotary Public
    
    
    
    
    
    Its: VP-CFODuly AuthorizedMy Commission Expires11-30-98
  27




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EXHIBIT A
 PREMISES
  FIRST PARCEL :
  Southerly:
    
    by the Second Parcel, hereinafter described, a distance of 439 feet;Easterly:
    
    by land now or formerly of the Estate of Catherine Simek, et al, a distance of 368.62
feet;Northerly:
    
    by other land of Commerce Park, Incorporated, a distance of 503 feet; andWesterly:
    
    by Commerce Drive and other land of Commerce Park, Incorporated, a distance of 475 feet,
being shown and designated as Parcel 3 on map entitled: Map Showing Development of
Commerce Park, Eagle Road, Beaver Brook District, Danbury, Conn., Scale 1 = 100 dated
March 2, 1964, Certified Substantially Correct by Douglas Watson, P.E. & L.S. and on file in
the Office of the Danbury Town Clerk as Map No. 3469 to which reference may be had.




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SECOND PARCEL :
   Northerly:
    
    by First Parcel above described;EasterlySoutherlyand Westerly:
    
    by land now or formerly of Seymour R. Powers.




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EXHIBIT B
 LESSORS WORK
 1.
    
    Repair and replace ceiling overhang on the outside office area.2.
    
    Remove the four concrete pads within the back fenced area at the rear of the Building.
Regrade and landscape with suitable topsoil and grass and plantings. Prior to landscaping,
Lessor shall provide plans and specifications to Lessee for its written consent thereto,
which
consent shall not be unreasonably withheld or delayed.3.
    
    Reface the front exterior of the Building with drivit. Install new metal spandrels and
install new one-inch thermal tinted glass to upgrade entire front of the Building. Prior to
construction, Lessor shall provide plans and specifications to Lessee for its written
consent thereto, which consent shall not be unreaasonably withheld or delayed.4.
    
    Replace the roof of the Building with a new roof of such quality as shall be acceptable to
Lessee (exercising reasonable discretion) which shall include:
 (a)
    
    Mechanically fastened R12.50 polyisocyanurate roof insulation;(b)
    
    5 perlite overlayment prior to installation of a 4-ply smooth surface
fiberglass and asphalt roof;(c)
    
    New cant strip and composition base flashings at all intersecting walls and
penetrations;(d)
    
    Copper pitch boxes and new expansion joints where necessary;(e)
    
    Staging and rigging to OSHA approval level;(f)
    
    New baked enamel finish aluminum gravel stop at the perimeter walls; and(g)
    
    Steel deck replacement where necessary.




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EXHIBIT C
 LESSEES INITIAL WORK
  Item
    
    Quantity
    
    Unit
    
    Description
    
    Location(i)
    
    
    1
    
    
    Ea.
    
    100 Ton Cooling Tower
    
    Center Building Roof(ii)
    
    
    1
    
    
    Ea.
    
    250 Ton Cooling Tower
    
    South West Roof(iii)
    
    
    1
    
    
    Ea.
    
    250 Ton Chiller
    
    Mechanical Room South(iv)
    
    
    1
    
    
    Ea
    
    AHU
    
    South West Roof(v)
    
    
    1
    
    
    Ea.
    
    15 Ton DX Cond.
    
    North West Roof(vi)
    
    
    1
    
    
    Lot
    
    Misc. Exhaust Fans
    
    Center Building Roof




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EXHIBIT D
 LESSEES ADDITIONAL WORK
 1.
    
    Lessee will remove and dispose of the following items:
 Item
    
    Quantity
    
    Unit
    
    Description
    
    Location(i)
    
    
    3
    
    
    Ea.
    
    20 T DX Cond.
    
    Upper Roof Office Area(ii)
    
    
    1
    
    
    Ea.
    
    20 T DX Cond.
    
    Cafeteria Center East, Roof(iii)
    
    
    1
    
    
    Ea.
    
    20 T DX Cond.
    
    Administration Area, Roof(iv)
    
    
    2
    
    
    Ea
    
    25 T DX Cond.
    
    Novapure Office Area NE(v)
    
    
    1
    
    
    Ea.
    
    40 T CHW-AHU
    
    Novapure Lab Area NW(vi)
    
    
    1
    
    
    Ea
    
    15 T DX Cond.
    
    Novapure Plant North(vii)
    
    
    1
    
    
    Ea.
    
    20 T DX Cond.
    
    Novapure Shiving Area NW(viii)
    
    
    1
    
    
    Ea.
    
    15 T DX Cond
    
    Novapure Shiving Area NW(ix)
    
    
    2
    
    
    Ea.
    
    30 T DX Cond.
    
    Reagents Lab West(x)
    
    
    1
    
    
    Ea.
    
    20 T DX Cond.
    
    Clean Room Make-up Air West(xi)
    
    
    2
    
    
    Ea.
    
    30 T DX Cond.
    
    Clean Room Make-up Air, West(xii)
    
    
    3
    
    
    Ea.
    
    20 T DX Cond.
    
    Clean Room Recirc. Unit, Mid
Center(xiii)
    
    
    1
    
    
    Ea.
    
    30 T DX Cond.
    
    PC Lab Roof(xiv)
    
    
    1
    
    
    Ea.
    
    125 T Chiller
    
    Outside Yard West(xv)
    
    
    1
    
    
    Ea.
    
    80 T CHW AHU
    
    Fibers & Millipore Roof(xvi)
    
    
    2
    
    
    Ea.
    
    60 T Trane Chillers
    
    North on Ground(xvii)
    
    
    1
    
    
    Ea.
    
    60 T DX AHU
    
    Clean Room Make-up Air, West
Mid
Roof(xviii)
    
    
    1
    
    
    Ea.
    
    60 T DX AHU
    
    Inside Building
 2.
    
    Lessee will remove all existing wiring, duct work and piping from
within the Building and shall repair and restore any damage
occasioned thereby (including in particular, any roof penetrations),
which work shall include in particular (but without limitation)
removal of all such items from within the existing seven laboratories
and the existing clean room.3.
    
    Lessee shall remove wiring, duct work and piping or other systems
(mechanical or electrical) associated with any of the equipment
listed under Paragraph 1 above and/or associated with any of the
equipment listed under Exhibit C.4.
    
    If Lessor shall so require, Lessee will remove any alterations
carried out by Lessee for which Lessors consent was not required or
sought and shall repair and restore any damage occasioned thereby.5.
    
    Lessee will install or leave in place an adequate HVAC system or
systems, serving the entire Building (for normal office use), to the
reasonable satisfaction of Lessor.




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EXHIBIT E
 TRI-PARTITE AGREEMENT
 THIS TRI-PARTITE AGREEMENT MELVYN J. POWERS and MARY P. POWERS, M & M REALTY, NATIONAL SEMICONDUCTOR
CORPORATION ADVANCED TECHNOLOGY MATERIALS, INC.,
 BACKGROUND
   1.
    
    In accordance with NSCs obligation pursuant to the Side Letter, NSC, at the direction of
ATM and the Powers, hereby unconditionally releases and delivers the Restoration Sum to the
law firm of Pullman & Comley as the Escrowee pursuant to the provisions contained in that
certain Escrow Agreement dated December 23, 1994, and made by and among the Powers, ATM and
Escrowee, a copy of which Escrow Agreement is attached as Exhibit F to the New Lease.
Escrowee shall retain $750,000.00 of the Restoration Sum representing the Escrow Sum
pursuant to the Escrow Agreement and shall immediately deliver the remaining $250,000.00 to
the Powers, which sum shall be the sole and absolute property of the Powers, regardless of
any contrary provisions contained in the Side Letter with respect to the obligations of ATM.




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2.
    
    NSC and ATM hereby expressly acknowledge, stipulate and agree that the terms and
conditions of the New Lease and any and all auxiliary documentation contemplated thereby
and made thereunder including (without limitation) this Agreement shall supersede in all
respects the terms and conditions of the Side Letter, so that subject to receiving the
Release referred to in Paragraph 3 below, NSC has no further interest in the Restoration
Sum and ATM and the Powers are free to dispose of the same in such manner as agreed
pursuant to the terms and conditions of the New Lease.3.
    
    Following Escrowees receipt (in immediately available funds) of the Restoration Sum, the
Powers agree to release NSC from NSCs restoration obligations pursuant to the Lease,
in the form attached hereto as Schedule A and made a part hereof.4.
    
    This Agreement is made under and shall be construed in accordance with the laws of the
State of Connecticut.
 IN WITNESS WHEREOF,
 Melvyn J. PowersMary P. PowersNATIONAL SEMICONDUCTOR CORPORATIONBy:ItsADVANCED TECHNOLOGY MATERIALS, INC.By:Its




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SCHEDULE A
 RELEASE
 TO ALL PEOPLE TO WHOM THESE PRESENTS SHALL COME, GREETING:
 KNOW YE, MELVYN J. POWERS AND MARY P. POWERS, M & M REALTY, NATIONAL
SEMICONDUCTOR CORPORATION,
 IT IS AGREED, STIPULATED AND UNDERSTOOD




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IN WITNESS WHEREOF,
  Melvyn J. PowersMary P. PowersNATIONAL SEMICONDUCTOR CORPORATIONBy:
 STATE OF CONNECTICUT
    
    
    ))
    
    
    ss:COUNTY OF FAIRFIELD
    
    
    )
 
 IN WITNESS WHEREOF,
 Commissioner of the Superior CourtNotary PublicMy Commission Expires:
 STATE OF CONNECTICUT
    
    
    ))
    
    
    ss:COUNTY OF FAIRFIELD
    
    
    )
 
  2




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IN WITNESS WHEREOF,
 Commissioner of the Superior CourtNotary PublicMy Commission Expires:
 STATE OF CONNECTICUT
    
    
    ))
    
    
    ss:COUNTY OF FAIRFIELD
    
    
    )
 
 IN WITNESS WHEREOF,
 Commissioner of the Superior CourtNotary PublicMy Commission Expires:
  3




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EXHIBIT F
 ESCROW AGREEMENT
 ESCROW AGREEMENT MELVYN J. POWERS MARY P. POWERS, M & M REALTY ADVANCED TECHNOLOGY MATERIALS, INC., PULLMAN & COMLEY,
 BACKGROUND :




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NOW, THEREFORE,




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If to Lessor or to Lessee:
  If to Escrowee:
 &




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IN WITNESS WHEREOF,
 LESSORS:M&M REALTYMelvyn J. PowersMary J. PowersLESSEE:ADVANCED TECHNOLOGY MATERIALS, INC.By:ItsPULLMAN & COMLEYBy:John R. WardDuly Authorized