Exhibit 10.1
Confidential treatment has been requested for portions of this exhibit. The copy
filed herewith omits the information subject to the confidentiality request.
Omissions are designated as "***". A complete version of this exhibit has been
filed separately with the Securities and Exchange Commission.
ASSET PURCHASE AGREEMENT
THIS ASSET PURCHASE AGREEMENT (this "Agreement") is made and entered into this
5th day of December, 2007 between SEMITOOL, INC., a Montana corporation with a
principal business address at 655 West Reserve Drive, Kalispell, Montana
(hereinafter referred to as "Semitool"), and AVIZA TECHNOLOGY, INC., a Delaware
corporation with a principal business address at 440 Kings Valley Road, Scotts
Valley, California (hereinafter referred to as "Aviza") (each may be
individually referred to as a "Party" and collectively as the "Parties").
RECITALS
WHEREAS, Semitool is engaged in the design, manufacture, marketing, and
distribution of thermal products for the semiconductor industry; and
WHEREAS, upon the terms and subject to the conditions set forth in this
Agreement, Semitool wishes to sell and Aviza desires to purchase certain of the
Thermal Assets (as such term is defined below), and license certain associated
intellectual property, as described herein, for the purpose of designing,
commercializing, manufacturing, operating and marketing *** products for
semiconductor device manufacturing (the "Thermal Products').
NOW, THEREFORE, in consideration of the payments herein provided for and the
covenants, conditions, representations and warranties herein contained, the
Parties hereto agree as follows:
ARTICLE 1.
PURCHASE AND SALE OF THE THERMAL ASSETS
1.1.
THE TRANSFERRED ASSETS.
ON THE TERMS AND SUBJECT TO THE CONDITIONS OF THIS AGREEMENT, AND FOR THE
CONSIDERATION SET FORTH IN SECTION 1.5, SEMITOOL SHALL, AT THE CLOSING, SELL,
TRANSFER AND CONVEY TO AVIZA, FREE AND CLEAR OF ALL LIENS, ALL OF SEMITOOL'S
RESPECTIVE RIGHTS, TITLES AND INTERESTS IN THE FOLLOWING ASSETS:
1.1.1.
SEMITOOL'S RIGHT, TITLE AND INTEREST IN AND TO THE PHYSICAL ASSETS OF
THE PROTOTYPE *** LOCATED AT ITS MAIN FACILITY IN KALISPELL, MONTANA AND MORE
FULLY DESCRIBED IN SCHEDULE 3.5 (C) ATTACHED HERETO (THE "***"), ASSOCIATED
SPARE PARTS AND HARDWARE AND ALL MANUFACTURING DOCUMENTATION RELATED THERETO;
1.1.2.
SEMITOOL'S ENTIRE RIGHT, TITLE AND INTEREST IN AND TO ITS SOFTWARE,
KNOW-HOW, TRADE SECRETS AND COPYRIGHTS THAT ARE USED, HELD FOR USE, OR USEFUL
SOLELY IN CONNECTION WITH THE DESIGN, DEVELOPMENT, MODIFICATION, MANUFACTURE,
OPERATION, SUPPORT, MARKETING
*** Certain information has been omitted and filed separately with the
Securities and Exchange Commission. Confidential treatment has been requested
with respect to the omitted portions.
AND SALE THROUGH MULTIPLE TIERS OF DISTRIBUTION OF THE *** AND THE THERMAL
PRODUCTS DEVELOPED FROM THAT PROTOTYPE; AND
1.1.3.
SEMITOOL'S ENTIRE RIGHT, TITLE AND INTEREST IN AND TO THE PATENTS AND
PATENT APPLICATIONS SET FORTH IN SCHEDULE 1.1.3, ATTACHED HERETO (THE "ASSIGNED
PATENTS").
AVIZA GRANTS BACK TO SEMITOOL A NON-EXCLUSIVE, NON-TRANSFERABLE,
WORLDWIDE, IRREVOCABLE, ROYALTY-FREE, PAID-IN-FULL LICENSE TO MAKE, HAVE MADE,
USE, HAVE USED, IMPORT, OFFER TO SELL AND SELL THE SUBJECT MATTER OF THE
ASSIGNED PATENTS SOLELY AS THEY MAY BE APPLICABLE TO THE *** EQUIPMENT
MANUFACTURED BY SEMITOOL (THE "SEMITOOL