Reorganization Of Operations Outside The U.s.

Exhibit 10.11


Millipore Corporation


Millipore MicroElectronics, Inc.


Plan of Reorganization of Operations Outside of the U.S.
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[The Non-U.S. Plan]


This Plan of Reorganization of Operations Outside of the United States ("Plan of Reorganization") sets forth the steps and actions to be taken in order to separate the MMI Business conducted outside of the United States from the BioPharmaceutical, Analytical and Laboratory Water System businesses being retained by Millipore Corporation.


Definitions. Capitalized terms used herein without definition shall have the meaning ascribed thereto in the Master Separation and Distribution Agreement, dated February __, 2001 (the "Separation Agreement"), between Millipore Corporation and Millipore MicroElectronics, Inc., to which this Plan of Reorganization is attached. The terms set forth below shall have the following meanings:


"IRC" means the United States Internal Revenue Code of 1986, as amended.


"Millipore" means Millipore Corporation, a Massachusetts corporation, which is publicly traded on the New York Stock Exchange (NYSE -"MIL") and is the ultimate parent of the Millipore group of companies.


"MAL" means Millipore Asia Limited, a Delaware corporation which is a direct subsidiary of Millipore and conducts operations either through branch offices, affiliates or subsidiaries in Hong Kong, India, Korea, Malaysia, Singapore and Taiwan.


"MBAL" means Millipore BioSciences Asia Limited, a Delaware corporation which is to be formed by MAL pursuant to Step 5 D and which after the Separation will be used to conduct Millipore's ongoing BioPharmaceutical, Analytical and Laboratory Water Divisions business in the Pacific Rim.


"MBSing" means Millipore Biosciences Singapore Pte. Limited, a new Singapore corporation to be formed to receive and operate the BioPharmaceutical, Analytical and Laboratory Water Divisions business in Singapore after the Separation.


"MFHC BV" means Millipore France Holding Company BV, a Netherlands company and the holding company for Millipore SAS and MiE SAS, the two French companies resulting from the demerger of MilSA pursuant to Steps 1F through 1J below.


"MIHC BV" means Millipore International Holding Company BV, a Netherlands company and the holding company for several non-U.S. Millipore subsidiaries.


Exhibit H -- 2


"MIHL" means Millipore Investment Holdings Limited, a Delaware corporation with its offices at 103 Foulk Road, Wilmington, Delaware; as of December 31, 2000, MIHL was the immediate parent corporation of MIHC BV.


"MilChina" means Millipore China Limited, a Hong Kong company, which is a subsidiary of MIHC BV and the entity through which Millipore conducts import sales operations in the Peoples Republic of China.


"MilGmbH" means Millipore GmbH, a German corporation, which is a subsidiary of MIHC BV and the entity through which Millipore conducts sales operations in Germany.


"MilIndia" means Millipore (India) Private Limited, an Indian company which is a joint venture company that is 40% owned by MAL and is the entity through which Millipore conducts sales and local packaging and assembly operations in India.


"MilKorea" means Millipore Korea Ltd., a Korean corporation which is a subsidiary of MAL and the entity through which Millipore conducts sales operations in Korea; pursuant to Step 5 H below MilKorea will change its name to Millipore MicroElectronics Korea Ltd., thereafter it will be referred to herein as "MMIKorea"


"MBKorea" means Millipore Biosciences Korea Ltd., a newly formed Korean corporation which is a subsidiary of MBAL and the entity through which Millipore will conduct Bioscience sales operations in Korea.


"MilSA" means Millipore SA, a French corporation which is a subsidiary of MIHC BV and the entity through which Millipore conducts manufacturing and sales operations in France; after the demerger of MilSA pursuant to steps 1F through 1J the resulting company which will conduct the BioScience manufacturing and sales business in France will be named Millipore SAS and will be referred to herein as "MilSAS".


"MiESAS" means Millipore MiE SAS a French company formed by the demerger of MilSA pursuant to Steps 1F through 1J in order to hold certain assets of the Microelectronics business conducted by MilSA prior to the demerger.


"MilSing" means Millipore Singapore Pte Ltd., a Singapore corporation which is a subsidiary of MAL and the entity through which Millipore conducts sales operations in Singapore; pursuant to Step 5 E below, MilSing will change its name to Millipore MicroElectronics Singapore Pte. Ltd. and will thereafter be referred to herein as "MMISing".


"MilUK" means Millipore UK Ltd., a United Kingdom company which is a subsidiary of MIHC BV and the entity through which Millipore conducts manufacturing and sales operations in the United Kingdom prior to the Separation; pursuant to Step 1-A MilUK will change its name to Millipore MicroElectronics Limited and will thereafter be referred to herein as "MMIUK".


"MilBUK" means Millipore BioSceinces UK Ltd., a United Kingdom company formed by MilUK pursuant to Step 1 which is a subsidiary of MIHC BV and the entity through which Millipore will conduct manufacturing and sales operations in the United Kingdom after the Separation; pursuant to Step 1 B MilBUK will change its name to Millipore UK Limited.


Exhibit H -- 3


"MIRE" means Millipore Ireland BV, a Netherlands company tax resident in Ireland located at Carrigtwohill, County Cork, Ireland, which conducts manufacturing operations in Ireland.


"MMI" means Millipore MicroElectronics, Inc., a Delaware corporation, which is a direct subsidiary of Millipore and the corporation which will receive the business and certain of the assets and liabilities of Millipore's Microelectronics Division pursuant to the Separation, will conduct the IPO and the stock of which is proposed to be distributed by Millipore in the Distribution.


"MMI BV" means Millipore MicroElectronics BV, a Netherlands company to be formed to act as a holding company for MMISAS, MMIGmbH, NihonMMI and MMIUK after the Separation.


"MMIGmbH" means Millipore MicroElectronics GmbH, a German corporation to be formed to receive the business and certain of the assets and liabilities of Millipore's Microelectronics Division located in Germany and to conduct MMI sales operations in Germany after the Separation.


"MMI-IRE" means Millipore MicroElectronics Ireland Ltd., an Irish limited company to be formed to take ownership of the intellectual property assets currently owned by MIRE which are related to the Microelectronics business.


"MMISAS" means Millipore MicroElectronics SAS, a French simplified corporation to be formed to receive the business and certain of the assets and liabilities of Millipore's Microelectronics Division located in France and to conduct MMI sales operations in France after the Separation.


"MMIUK" means MilUK after it changes its name to Millipore MicroElectronics (U.K.) Limited, which will conduct MMI sales and manufacturing operations in the United Kingdom after the Separation.


"MPac" means Millipore Pacific Ltd., a Delaware corporation, which currently holds Millipore's two subsidiaries in the Peoples Republic of China, MSuzhou and MShanghai.


"MShanghai" means Millipore (Shanghai) Trading Company Limited. a wholly owned foreign enterprise organized under the laws of the Peoples Republic of China which is located in the Waigaoqiao Free Trade Zone, Shanghai Municipality, PRC and conducts trading and import operations in the PRC.


"MSuzhou" means Millipore (Suzhou) Filter Company Ltd. a wholly owned foreign enterprise organized under the laws of the Peoples Republic of China which is located in Suzhou, PRC and conducts manufacturing operations in the PRC.


"NihonM" means Nihon Millipore Ltd., a Japanese corporation, which is a subsidiary of MIHC BV and the entity through which Millipore conducts manufacturing and sales operations in Japan; pursuant to Step 2 F NihonM will amend its charter to change its name to Nihon Millipore MicroElectronics KK and will thereafter be referred to herein as "NihonMMI".


Exhibit H -- 4


"NihonMB" means Nihon Millipore Biosciences Ltd., a new Japanese corporation to be organized as a wholly owned subsidiary by NihonM pursuant to Step 2 B below in order to receive the business assets and liabilities allocated to Millipore's ongoing BioPharmaceutical, Analytical and Laboratory Water Divisions business in Japan; pursuant to Step 2 F NihonMB will amend its charter to change its name to Nihon Millipore Limited and will thereafter be referred to herein as "NML".


Objective of Plan of Reorganization. The objective of the Plan of Reorganization is to move the personnel, assets and operations engaged in the conduct of the MMI Business outside of the United States to MMI in as efficient a manner as possible, subject to compliance with local laws and regulations. At the completion of the Plan of Reorganization, MMI will conduct direct operations through branch offices or subsidiaries in Japan, Taiwan, Korea, United Kingdom, France, Germany, Singapore, Peoples Republic of China and the Netherlands.


Description of Plan of Reorganization. The Plan of Reorganization will consist of five major steps each with a number of specific action items. Steps 1, 2 and 5 will proceed concurrently and will be completed prior to the Separation Date. Step 3 will commence prior to the Separation Date but will be completed following the Separation Date as soon as Netherlands legal procedures permit. Step 4 will promptly follow the completion of Step 3. Generally, unless otherwise indicated, the action items within each step will be undertaken contemporaneously.


Steps Preparatory to the Plan of Reorganization. Prior to the Commencement of Step 1 of the Plan of Reorganization MIHL, the direct parent corporation of MIHC BV, was merged up into Millipore, with Millipore as the surviving corporation under Delawa ...