SALES
ASSISTANCE AGREEMENT.
FOR THE AVOIDANCE OF DOUBT, ROYALTY AND COMMISSION
PAYMENTS SHALL NOT INCLUDE ANY AMOUNTS FOR WHICH SELLER ALLEGES THAT IT IS
ENTITLED TO PAYMENT WITH RESPECT TO ANY ACCRUED AND UNPAID ROYALTIES RELATING TO
ANY SHX PRODUCT OF THE COMPANY.
(JJ)
"SALES ASSISTANCE AGREEMENT" SHALL MEAN
THAT CERTAIN SALES ASSISTANCE AGREEMENT BY AND BETWEEN SELLER AND THE COMPANY
DATED AS OF JANUARY 16, 1996.
(KK)
"SECURITIES ACT" SHALL MEAN THE SECURITIES ACT
OF 1933, AS AMENDED.
(LL)
"SELLER" SHALL HAVE THE MEANING SET FORTH
IN THE PREAMBLE.
(MM)
"SELLER INDEMNIFIED PARTIES" SHALL HAVE THE MEANING
SET FORTH IN SECTION 8.3.
(NN)
"SELLER IP" SHALL MEAN CERTAIN PATENTS AND
TECHNICAL INFORMATION (AS THOSE TERMS ARE DEFINED IN THE LICENSE AGREEMENT)
OWNED OR CONTROLLED BY SELLER AND THAT ARE TO BE LICENSED BY SELLER TO THE
COMPANY PURSUANT TO THE LICENSE AGREEMENT.
(OO)
"SEN MARKS" SHALL HAVE THE MEANING SET FORTH IN
SECTION 5.8.
(PP)
"SHARES" SHALL HAVE THE MEANING SET FORTH IN THE
PREAMBLE.
(QQ)
"SURVIVAL DATE" SHALL HAVE THE MEANING SET FORTH
IN SECTION 8.1.
19
(RR)
"SVB LOAN AGREEMENT" MEANS THE LOAN AND
SECURITY AGREEMENT, DATED AS OF APRIL 23, 2008, BY AND AMONG SILICON VALLEY
BANK, SELLER, AND AXCELIS TECHNOLOGIES CCS CORPORATION, AS AMENDED, RESTATED,
SUPPLEMENTED OR MODIFIED FROM TIME TO TIME.
(SS)
"SVB LOAN DOCUMENTS" MEANS THE SVB LOAN
AGREEMENT AND ANY OTHER PLEDGE AGREEMENTS, SECURITY AGREEMENTS, ANY GUARANTIES
OR ANY OTHER DOCUMENTS EXECUTED IN CONNECTION WITH THE SVB LOAN AGREEMENT.
(TT)
"TAXES" SHALL MEAN ALL TAXES, HOWEVER
DENOMINATED, INCLUDING ANY INTEREST, PENALTIES OR OTHER ADDITIONS TO TAX THAT
MAY BECOME PAYABLE IN RESPECT THEREOF, IMPOSED BY ANY FEDERAL, TERRITORIAL,
STATE, LOCAL OR FOREIGN GOVERNMENT OR ANY AGENCY OR POLITICAL SUBDIVISION OF ANY
SUCH GOVERNMENT, WHICH TAXES SHALL INCLUDE, WITHOUT LIMITING THE GENERALITY OF
THE FOREGOING, ALL INCOME OR PROFITS TAXES (INCLUDING, BUT NOT LIMITED TO,
FEDERAL INCOME TAXES AND STATE INCOME TAXES), PAYROLL AND EMPLOYEE WITHHOLDING
TAXES, UNEMPLOYMENT INSURANCE, SOCIAL SECURITY TAXES, SALES AND USE TAXES, AD
VALOREM TAXES, EXCISE TAXES, FRANCHISE TAXES, GROSS RECEIPTS TAXES, BUSINESS
LICENSE TAXES, OCCUPATION TAXES, REAL AND PERSONAL PROPERTY TAXES, STAMP TAXES,
ENVIRONMENTAL TAXES, TRANSFER TAXES, WORKERS' COMPENSATION, VALUE ADDED TAXES
AND OTHER OBLIGATIONS OF THE SAME OR OF A SIMILAR NATURE TO ANY OF THE
FOREGOING.
(UU)
"TERMINATED AGREEMENTS" SHALL MEAN ANY AND ALL
CONTRACTS BY AND BETWEEN OR AMONG PURCHASER AND/OR THE COMPANY AND SELLER,
INCLUDING BUT NOT LIMITED TO THAT CERTAIN (I) ORGANIZATION AGREEMENT BY AND
BETWEEN PURCHASER AND SELLER DATED AS OF DECEMBER 3, 1982, (II) MASTER LICENSE
AGREEMENT, (III) EXPORT SALES AGREEMENT, (IV) SALES ASSISTANCE AGREEMENT,
(V) TAIWAN SALES AND SERVICE AGREEMENT BY AND BETWEEN THE COMPANY AND SELLER
DATED AS OF APRIL 26, 1999, (VI) TRADEMARK LICENSE AGREEMENT BY AND BETWEEN THE
COMPANY AND SELLER DATED AS OF JUNE 30, 2000, (VII) MOU, (VIII) CORPORATE NAME
AGREEMENTS, AND (IX)
MEMORANDUM OF UNDERSTANDING BY AND BETWEEN PURCHASER AND
SELLER DATED AS OF JUNE 6, 2007.
NOTWITHSTANDING THE FOREGOING, THE TERMINATED
AGREEMENTS