Membrane Manufacture And Supply Agreement

EXHIBIT 10.1


AMENDED AND RESTATED

MEMBRANE MANUFACTURE AND SUPPLY AGREEMENT


This Amended and Restated Membrane Manufacture and Supply Agreement (this " Agreement" ) is entered into effective as of November 30, 2005 (the " Effective Date" ), between Millipore Corporation (" Millipore" ), a Massachusetts corporation with its principal place of business at 290 Concord Road, Billerica, MA 01821, and Entegris, Inc. (" Entegris" ), a Delaware corporation with its principal place of business at 3500 Lyman Boulevard, Chaska, MN 55318.


RECITALS

1. Millipore and Mykrolis Corporation (" Mykrolis" ) entered into a Master Separation and Distribution Agreement, dated as of March 28, 2001 (the " Master Agreement" ), under which, among other things, the business of Millipore' s Microelectronics Division was transferred to Mykrolis at the Separation Date and Mykrolis was thereafter spun-off to become an independent company effective February 27, 2002.

2. Pursuant to the Master Agreement, Millipore and Mykrolis entered into a Membrane Manufacture and Supply Agreement dated as of the Separation Date (the " Old Agreement" ) which among other things provided for the manufacture and supply of certain membranes that are used by and incorporated into products of both Millipore and Mykrolis, so as to appropriately ensure both Millipore and Mykrolis a continuing supply of such membranes; by its terms the Old Agreement is to continue in effect until March 31, 2006.

3. Millipore and Entegris (which is the surviving corporation of the merger of Mykrolis and Entegris, Inc., a Minnesota corporation, which was completed as of August 6, 2005) wish to amend and restate certain provisions of the Old Agreement (which was assigned, by operation of the merger, to Entegris) and to cancel and replace the Old Agreement as of the Effective Date with this Agreement which is intended to operate as a stand alone agreement independent of the Master Agreement.


NOW, THEREFORE, in consideration of the foregoing and the covenants and agreements set forth below, the parties hereto agree as follows:

1. DEFINITIONS

The following terms shall have the meanings assigned to them below whenever they are used in this Agreement including the Exhibits and Annexes hereto. Terms defined elsewhere in this Agreement shall have the meaning ascribed thereto at the location of their definition. Except where the context otherwise requires, words imparting the singular shall include the plural and vice versa, words denoting any gender shall include all genders and words denoting persons shall include bodies corporate and vice versa.


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Amended and Restated Membrane Manufacture and Supply Agreement Between Millipore Corporation and Entegris, Inc. dated November 30, 2005


" Affiliated Company" of one of the parties shall mean any entity that controls, is controlled by, or is under common control with such party. As used herein, " control" means the possession, directly or indirectly, or the power to direct or cause the direction of the management and policies of such entity, whether through ownership of voting securities or other interests, by contract or otherwise.


" Confidential Information" shall have the meaning set forth in Section 13.1 hereof.

" Entegris Core Business" shall mean: (i) the IC MANUFACTURING INDUSTRY including companies that manufacture integrated circuits, semiconductors, semiconductor chips and other microelectronics components, flat panel displays, solar cells and fiber optic cables, optical coatings, coated optical lenses and coated optical fibers; (ii) the IC OEM EQUIP & MATERIALS MFG. INDUSTRY including companies that manufacture equipment for the fabrication and processing of semiconductors and integrated circuits for sale to companies in the IC Manufacturing Industry as well as companies that integrate a number of components into subsystems sold to OEM equipment manufacturers for incorporation into semiconductor fabrication equipment, as well as companies that manufacture, process and supply liquids, gases, conductive materials and other advanced materials to the IC Manufacturing Industry and which provide products and systems to purify, monitor and control atmospheric conditions in clean room manufacturing environments of the IC Manufacturing Industry; and (iii) the IC RESEARCH LABORATORY INDUSTRY including university, governmental and commercial laboratories and research operations that research and/or develop innovations in the structure and composition of integrated circuits, the processes and materials used to manufacture integrated circuits and new forms of integrated circuits.

" Entegris Equipment" shall have the meaning set forth in Section 3.1.2 hereof.


" Entegris Permitted Persons" shall have the meaning set forth in Exhibit B.


" Equipment" shall mean the Entegris Equipment and the Millipore Equipment collectively.

" Flat Sheet UPE Membranes" shall mean rollstock UPE Membranes typically less than 300 microns in sheet thickness including both phobic and philic Membranes as produced at the Premises pursuant to the Old Agreement immediately prior to the Effective Date, or as modified as provided in this Agreement.


" Information" shall mean business information, technical information and data, know-how, research information and data, formulae and other information, whether or not patentable or copyrightable, in written, oral, electronic or other tangible or intangible forms, stored in any medium, including studies, reports, records, books, contracts, instruments, surveys, discoveries, ideas, concepts, know-how, techniques, designs, specifications, drawings, blueprints, diagrams, models, prototypes, samples, flow charts,


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Amended and Restated Membrane Manufacture and Supply Agreement Between Millipore Corporation and Entegris, Inc. dated November 30, 2005


data, computer data, disks, diskettes, tapes, computer programs or other software, marketing plans, customer names, communications by or to attorneys (including attorney-client privileged communications), memos and other materials prepared by attorneys or under their direction (including attorney work product), and other technical, financial, employee or business information or data.


" Lease" shall mean the lease of the Premises as set forth in Section 2 hereof and in the Lease terms set forth in Exhibit B hereto.


" Machines" shall have the meaning set forth in Section 7.1 hereof.

" Machine Hourly Rates" shall have them meaning set forth in Section 7.1. hereof.

" Membranes" shall mean UPE Membranes and Other Membranes as well as any other membranes or materials that the parties may hereafter agree to add to this definition of Membranes.

" Millipore Core Business" shall mean: (i) the BIOPHARM INDUSTRY including pharmaceutical/biotechnology and genetic engineering companies as well as manufacturers of cosmetics, medical devices, diagnostic products and clinical analytical products; (ii) the LAB & LIFE SCIENCE RESEARCH INDUSTRY including government, university and private research and testing analytical laboratories for proteomic, genomic, microbiological and similar research and analysis as well as for environmental research and analysis; and (iii) the FOOD & BEVERAGE INDUSTRY including companies that manufacture or process foods and beverages including dairy products, beer, wine, juice and soft drink manufacturers and bottled water companies.


" Millipore Equipment" shall have the meaning set forth in Section 3.1.3 hereof.

" Other Flat Sheet UPE Membranes" shall mean Flat Sheet UPE Membranes other than Treated Flat Sheet UPE Membranes. Other Flat Sheet UPE Membranes include, as of the Effective Date, those Membranes listed under the heading " Other Flat Sheet UPE Membranes" in Exhibit A hereto.


" Other Membranes" shall mean those membranes listed under the heading " Other Membranes" in Exhibit A hereto, each as produced pursuant to the Old Agreement immediately prior to the Effective Date, or as modified as provided in this Agreement.


" Other Membrane Products" shall mean devices or other products which include one or more Other Membranes as a material or component.


" Other UPE Membranes" shall mean all UPE Membranes other than Treated Flat Sheet UPE Membranes.


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Amended and Restated Membrane Manufacture and Supply Agreement Between Millipore Corporation and Entegris, Inc. dated November 30, 2005


" Other UPE Products" shall mean devices or other products which include Other UPE Membranes as a material or component.


" Premises" shall have the meaning set forth in Exhibit B .


" Releases" shall mean any purchase orders or other documents of purchase that Millipore may place with Entegris for UPE Membranes, or that Entegris may place with Millipore for Other Membranes.


" Rent" shall have the meaning set forth in Exhibit B .


" Separation Date" shall mean March 31, 2001.


" Subsidiary" of one of the parties shall mean any entity that is controlled by such party. As used herein, " control" of an entity means the possession, directly or indirectly, or the power to direct or cause the direction of the management and policies of such entity, whether through ownership of voting securities or other interests, by contract or otherwise.

" Supplement" shall mean the schedule of supplemental terms and conditions specifying detailed provisions to implement the contractual commitments set forth in this Agreement relating to membrane manufacturing operations and membrane manufacturing process improvements which is attached to this Agreement as Exhibit C .

" Supplied Party" shall mean a party to this Agreement that orders certain Membranes pursuant to this Agreement and to whom such Membranes are sold.


" Supplying Party" shall mean a party to this Agreement that manufactures certain Membranes ordered by the other party pursuant to this Agreement and that sells such Membranes to the other party.


" Term" or " Term of this Agreement" shall mean the effective period of this Agreement as set forth in Section 6 hereof.

" Treated Entegris Membranes" shall mean Treated Flat Sheet UPE Membranes and Treated Other Entegris Membranes.

" Treated Entegris Products" shall mean devices or other products which include Treated Entegris Membranes as a material or component.


" Treated Other Entegris Membranes" shall mean those Entegris membranes that are chemically treated using Millipore' s VMF4 Line or using Millipore' s patented VMF4 technology, including, as of the Effective Date, those membranes listed under the heading " Treated Other Entegris Membranes" in Exhibit A hereto.


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Amended and Restated Membrane Manufacture and Supply Agreement Between Millipore Corporation and Entegris, Inc. dated November 30, 2005


" Treated Flat Sheet UPE Membranes" shall mean Flat Sheet UPE Membranes that are chemically treated using Millipore' s VMF4 Line or using Millipore' s patented VMF4 technology, including, as of the Effective Date, those Membranes listed under the heading " Treated Flat Sheet UPE Membranes" in Exhibit A hereto.


" UPE Membranes" shall mean microporous membranes produced from an ultrahigh molecular weight polyethylene material by a melt cast process, as produced pursuant to the Old Agreement at the Premises immediately prior to the Effective Date, or as modified as provided in this Agreement.


" UPE Products" shall mean devices or other products which include UPE Membranes as a material or component.

2. LEASE OF THE PREMISES

In order to enable Entegris to manufacture UPE Membranes, including Treated Flat Sheet UPE Membranes and Other Flat Sheet UPE Membranes, and Treated Other Entegris Membranes in the same production areas at Millipore' s facility at 80 Ashby Road, Bedford MA. and/or such additional, reduced or substituted areas all as described in greater detail in Exhibit B hereto, and with the same processes as such UPE Membranes and Treated Other Entegris Membranes were manufactured prior to the Effective Date (both (i) for its own use and sale and for its sale of UPE Products and (ii) for supply of Flat Sheet UPE Membranes to Millipore as provided in this Agreement), Millipore and Entegris agree to the arrangements regarding Entegris' use of the Premises as are set forth in Exhibit B hereto.

3. OWNERSHIP AND USE OF THE EQUIPMENT

3.1. Ownership. For purposes of clarification, the parties acknowledge and agree that: 3.1.1. All right, title and interest in and to the following equipment currently used in the manufacture of UPE Membranes and/or Treated Other Entegris Membranes, was with Mykrolis pursuant to the terms of the Old Agreement, and now exists with, and is solely owned by Entegris:


Item#

Description

Current Location Quantity
1. Slurry Mixing Vessels Bldg C Mix Room 2 2. Extrusion Line & support equipment (cranes, vents etc.) Bldg D 101 1 3. NZE Extractors & support equipment (scales, vents etc.) Bldg C 103 2


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Amended and Restated Membrane Manufacture and Supply Agreement Between Millipore Corporation and Entegris, Inc. dated November 30, 2005

4. Release/Testing Equipment (porosimeter, flow stands, VBP stands, digital dimension equipment) Bldg D-101 1 5. Monomer Chemical Mixing Vessel (for philic Flat Sheet UPE Membranes) Bldg C-Mix Room 1 6. MSR Batch Extractors & support equipment (cranes, LS-15, etc.) Bldg D-101 3 7. Release/Testing Equipment (flow stands, VBP stands, digital dimension equipment) Bldg F-Cell 5 1 8. CUPE Mix/recirculation Pumps Bldg C-Mix Room 2 9. NZE Chiller Loop (~ 100 Tons) Bldg C-Roof 1

3.1.2. The following equipment currently used in the manufacture of UPE Membranes and/or Treated Other Entegris Membranes (collectively with the equipment listed in Subsection 3.1.1 above, the " Entegris Equipment" ) was purchased by Mykrolis during the term of the Old Agreement and is solely owned by Entegris:


Item#

Description

Current Location Quantity
1. Oil Mist Collector (and duct/hood) Bldg D-101 1 2. 7 Ton Edwards Chiller Bldg D-outside 1 3. Tiyoda-Serec Extractor Bldg F-Cell 5 1 4. Tiyoda-Serec Ext 42 Ton Chiller Bldg C-roof 1

3.1.3. All right, title and interest in and to the following equipment currently used in the manufacture of UPE Membranes and/or Treated Other Entegris Membranes (collectively, the " Millipore Equipment" ) is solely owned by Millipore:


Item#

Description

Current Location Quantity
1. Slurry Mix Stations; Control Modules 1-3 Bldg C -105 3 2. Film 1 Annealing Line Bldg. C-123 1 3. VMF 4 Line (chemical modification) Bldg. C-124 1 4. Testing: Flow, Wet Time, Stability Bldg.C-124 various 5. Monomer Chemical Mixing Stations 4-6 Bldg. C-105 3


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Amended and Restated Membrane Manufacture and Supply Agreement Between Millipore Corporation and Entegris, Inc. dated November 30, 2005

3.2. Use of Millipore Equipment and Support . At all times during the Term of this Agreement, Millipore shall provide Entegris with access to and use of the Millipore Equipment, each as necessary for use in the manufacture of UPE Membranes or Treated Other Entegris Membranes in accordance with Article I of the Supplement. Entegris shall pay Millipore Machine Hourly Rates as set forth in Section 7.1 below with respect to the use of the Millipore Equipment. At all times during the Term of this Agreement Millipore will provide a reasonable level of operational assistance and general technical support assistance in resolving technical problems in UPE Membrane manufacture in accordance with Article I of the Supplement Millipore shall be responsible for maintaining the Millipore Equipment in its current operational capability, and Entegris shall be responsible for maintaining the Entegris Equipment in its current operational capability and condition, in each case as specified in Article I of the Supplement, unless the parties agree in writing during the Term of this Agreement to alter such maintenance responsibilities. To the extent Millipore provides extraordinary services to Entegris, such services will be charged in accordance with the rate structure specified in Section 7.3 of the Agreement.

4. MANUFACTURE OF MEMBRANES 4.1. Membrane Manufacturing Operations . Millipore and Entegris agree that Membrane manufacturing operations during the Term of this Agreement shall be carried out in accordance with this Section 4 and with Article I of the Supplement.

4.2. Guaranteed Capacity . At all times during the Term of this Agreement:

4.2.1. Millipore agrees to have VMF4 Line capacity sufficient to handle projected philic Membrane volumes hereunder of up to 280,000 feet (~800 hours) per quarter. If necessary and at Millipore' s discretion, this capacity can be accomplished by either moving Millipore products (i.e. products other than the Membranes covered by this Agreement) to Millipore' s MML hydrophilization equipment or by moving philic Membranes covered by this Agreement to the MML hydrophilization equipment if mutually agreed upon with cost impact to be agreed upon in advance.

4.2.2. Millipore agrees to have Film 1 Annealing Line processing capacity sufficient to handle projected phobic Membrane volumes hereunder of up to 3,200,000 feet (~1400 hours) per quarter.

4.2.3. Entegris agrees to generally schedule operations in alignment with Millipore' s plan for shutdown periods and holidays. However, it is acknowledged and agreed that there will be times of high demand where Entegris will be required to run the Entegris Equipment during these times. In such cases, Millipore and Entegris will mutually agree on a plan allowing for high utilization of the Entegris Equipment.


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Amended and Restated Membrane Manufacture and Supply Agreement Between Millipore Corporation and Entegris, Inc. dated November 30, 2005

4.2.4. Subject to any new or changed restrictions imposed by the applicable air emission permit(s), Entegris agrees to have sufficient capacity, across all relevant process steps, to meet Millipore' s projected demand for phobic UPE Membranes as follows:


Guaranteed Capacity Per Calendar Quarter

Calendar Year

Feet 2006 250,000 2007 300,000 2008 325,000 2009 350,000 2010 350,000

If necessary but at Millipore' s discretion this capacity can be accomplished by moving production in excess of current manufacturing capacity to new equipment acquired by Entegris to increase capacity. Millipore expressly acknowledges that the above stated capacities per quarter represent the capability of existing equipment located at the Premises as of the Effective Date. Millipore and Entegris agree to meet annually beginning on the anniversary date of this Agreement to discuss measures each party might take which would be designed potentially to increase the above stated production capacities. 4.3. Capacity Expansion .

4.3.1. Membrane manufacturing capacity will be reviewed in accordance with a mutually agreed upon schedule during the Term of this Agreement, but no less often than annually. Entegris shall be responsible to review and report on the capacity of the Entegris Equipment and Millipore shall be responsible to review and report on the capacity of the Millipore Equipment. The results of these reviews will be discussed and documented for reference and to provide a basis for capacity expansion, as may be appropriate and agreed by the parties.

4.3.2. The parties hereby acknowledge that Entegris has purchased and had installed, on or about August 2005, a third (3 rd ) NZE Extractor at the Premises for purposes of Membrane manufacture pursuant hereto. Such NZE Extractor is installed in the space within the Premises which had previously been used by Mykrolis under the Old Agreement to manufacture Hollow Fiber UPE Membranes, as such space was expanded, the increased square footage of which has been reflected in Attachment A. The parties further acknowledge that Entegris had and has sole responsibility for the purchase, installation and facilitation of such NZE Extractor and all funding therefor, and Entegris is the sole owner thereof.

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Amended and Restated Membrane Manufacture and Supply Agreement Between Millipore Corporation and Entegris, Inc. dated November 30, 2005

4.4. Manufacturing Process Improvements . Millipore and Entegris agree to implement the Membrane manufacturing process improvements described in Article II of the Supplement in accordance with the provisions thereof.

4.5. End of Term Arrangements for Millipore . Following the expiration or earlier termination of the Term of this Agreement, Millipore desires the full capabilities to manufacture (or have manufactured) UPE Membranes for its and its Affiliated Companies' use and sale, and for its and its Affiliated Companies' use in manufacturing (or having manufactured) UPE Products for sale. Accordingly, to facilitate Millipore' s manufacture of UPE Membranes following the Term of this Agreement:

4.5.1 (i) Entegris agrees in the event that Entegris during the Term of this Agreement acquires and has installed at the Premises new equipment in replacement of the existing Extrusion Line, or otherwise determines during the Term of this Agreement, in its sole discretion, that the Extrusion Line and/or one NZE Extractor are surplus and are to be disposed of, then Entegris agrees to grant Millipore an option to purchase, prior to or at the termination of this Agreement, at their then current book values and at such other reasonable terms as the parties may agree, such surplus Extrusion Line and/or NZE Extractor. Upon consummation of any such sale transaction, Entegris agrees to leave in their then current locations at the Premises, the subject Extrusion Line and/or NZE Extractor, as the case may be. Entegris agrees to notify Millipore as to whether it is granting Millipore such an option, at least eighteen (18) months prior to the termination of this Agreement; and

4.5.2 In the event that the parties consummate a sale of any equipment deemed to be surplus by Entegris as specified above, Entegris agrees to provide Millipore with the know-how (including copies of all pertinent documentation) and a reasonable amount of transition assistance relating to the design, specifications, functionality, operation and maintenance of such equipment, or otherwise necessary or useful for Millipore to be able to continue the UPE Membrane manufacturing process immediately upon the termination of this Agreement, so as to be able to make or have made UPE Membrane in the same process and of the same quality as made and supplied under this Agreement. All Entegris transition assistance time shall be charged to Millipore at the rates per person-hour calculated in accordance with Section 7.3 below.


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Amended and Restated Membrane Manufacture and Supply Agreement Between Millipore Corporation and Entegris, Inc. dated November 30, 2005

4.6. End of Term Arrangements for Entegris.

To facilitate Entegris' manufacture of UPE Membranes and Treated Entegris Membranes at a different location following the expiration or earlier termination of this Agreement:

4.6.1. Entegris shall remove and transport, at its own expense, the Entegris Equipment (subject to the consummation of any sale pursuant to any option to purchase certain items of such Entegris Equipment as specifically set forth in Subsection 4.5.1 above) from the Premises to a location of its choice within one-hundred eighty (180) days following such expiration or early termination. Entegris shall use its best efforts to avoid or minimize damage to the Premises or to any other part of Millipore' s 80 Ashby Road facility from such removal, and shall promptly reimburse Millipore for its reasonable and actual costs of repairing any damage to the extent caused by Entegris or its agents or representatives in the process of removing the Entegris Equipment from the Premises or any other parts of such facility; and,

4.6.2. Millipore shall provide Entegris with know-how (including copies of all pertinent documentation) and a reasonable amount of transition assistance relating to the design, specifications, functionality, operation and maintenance of the Millipore Equipment, such that Entegris can make or have made, and operate and maintain, equipment substantial ...