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Third Amended And Restated Membrane Manufacture And Supply Agreement

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Exhibit 10.17

Execution Copy

THIRD AMENDED AND RESTATED

MEMBRANE MANUFACTURE AND SUPPLY AGREEMENT This Third Amended and Restated Membrane Manufacture and Supply Agreement (this " Agreement" ) is entered into effective as of October 13, 2009 (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. The Parties entered into an Amended and Restated Membrane Manufacture and Supply Agreement dated as of December 19, 2008 (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 Entegris, so as to appropriately ensure both Millipore and Entegris a continuing supply of such membranes.

2. The Old Agreement addressed Entegris' plans to move its operations out of Millipore' s facility in an orderly manner. Both Parties desire to adjust the timing and related matters of such move and to coordinate such move without disruption to the mutual supply relationship between them.

3. Accordingly, the Parties wish to amend and restate certain provisions of the Old Agreement and to cancel and replace the Old Agreement as of the Effective Date with this 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.

" 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.


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Third Amended and Restated Membrane Manufacture and Supply Agreement Between Millipore Corporation and Entegris, Inc. dated October 13, 2009


" 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 3.1.1 hereof.

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

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

" Facility Term" shall mean the period commencing on the Effective Date and ending on June 30, 2012, or until this Agreement is terminated early in accordance with Section 6.2.

" 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, data, computer data, disks, diskettes, tapes, computer programs or other software,


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Third Amended and Restated Membrane Manufacture and Supply Agreement Between Millipore Corporation and Entegris, Inc. dated October 13, 2009


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 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 3.1.2 hereof.

" New Entegris Facility" shall mean the facility at a location chosen by Entegris on property not owned by Millipore to which Entegris will relocate all of its manufacturing operations from the Premises.

" Original Contract Date" shall mean March 31, 2001.

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

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


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Third Amended and Restated Membrane Manufacture and Supply Agreement Between Millipore Corporation and Entegris, Inc. dated October 13, 2009


" PFA Hollow Fiber Membranes" shall mean tubular PFA membranes having an outer diameter in the range of 500-1000 mm and an inner diameter of 100-500 mm.

" 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.

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

" 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.

" 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.

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Third Amended and Restated Membrane Manufacture and Supply Agreement Between Millipore Corporation and Entegris, Inc. dated October 13, 2009


" 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. 1A. TRANSITION OF MANUFACTURING 1A.1 Move . The parties have agreed that Entegris will move its membrane manufacturing operations currently conducted in the Premises to the New Entegris Facility in an orderly manner (the " Move" ) during the Facility Term.

1A.2 Timing; Notice . Entegris will not move any equipment or operations sooner than July 2010. Entegris will provide to Millipore written notice (the " Move Notice" of the date on which Entegris plans to commence the Move (the " Move Date" ), which Move Notice will be delivered no later than one year prior to the Move Date, but no later than June 30, 2011. Subject to the achievement of required safety stocks as described in Section 5.7, Entegris will complete the Move and have vacated the Premises no later than the end of the Facility Term. Promptly after initial delivery of the Move Notice, Entegris will prepare a detailed move schedule and provide it to Millipore. The parties will review and update the schedule during the Facility Term on a monthly basis as the Move approaches and then progresses. Millipore will supply its requirements for feasibility and qualification rolls in coordination with the schedule.

1A.3 Coordination . The parties will work together in good faith to facilitate such Move to minimize disruptions and costs to both parties.

1A.4 Qualification . Prior to the reduction or cessation of production of Membranes at the Premises, Entegris may establish its own new UPE annealing capability at the New Entegris Facility. Millipore will use its commercially reasonable efforts, in conjunction with Entegris, to qualify the Entegris' manufacturing process at the New Entegris Facility to enable the supply of qualified Membranes. Entegris will provide to Millipore in parallel with such qualification a reasonable quantity of rolls of UPE Membrane necessary for Millipore to conduct feasibility and qualification testing. All such feasibility and evaluation rolls provided to Millipore by Entegris will meet all existing Entegris specifications as agreed by the parties. If, despite each party' s commercially reasonable efforts, Millipore is unable to qualify the Entegris UPE annealing line, Millipore reserves the right to perform the annealing process itself. In such


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Third Amended and Restated Membrane Manufacture and Supply Agreement Between Millipore Corporation and Entegris, Inc. dated October 13, 2009


circumstances, Entegris shall provide to Millipore a sufficient quantity of extracted gel rolls, at appropriately adjusted prices, to enable Millipore to produce sufficient finished product to meet Entegris' obligations for such finished product.

1A.5 No Supply Disruption . Notwithstanding the Move, Entegris will at all times during the Term of this Agreement continue to meet its supply obligations to Millipore under this Agreement of any Membranes from a manufacturing process qualified by Millipore. It is the expectation of the parties that Entegris will produce Membranes from both facilities initially, noting that for some process operations duplicate equipment does not exist, and, after the Facility Term, if the New Entegris Facility and its processes are qualified by Millipore, solely from the New Entegris Facility.

1A.6 No VMF4 Disruption . Notwithstanding the Move, Millipore will at all times during the Term of this Agreement continue to meet its obligations to Entegris under this Agreement to provide hydrophilization of any Membranes on its VMF4 Line. 1A.7 Costs . Entegris will bear all costs of dismantling, packaging, freight, shipping, installation, testing and requalification of all Entegris Equipment to be removed from the Premises.

1A.8 Transfer to New Annealing Line . If Entegris' new UPE annealing process can be qualified successfully by Millipore as provided above, then after such qualification Millipore shall have Millipore membrane processed by Entegris on the new Entegris annealing machine with pricing based on the costs associated with the new machine and forego any payment for existing Film I Annealing machine hours from Entegris. Prior to any successful qualification of such new process to Millipore' s reasonable satisfaction, Millipore shall have Millipore membrane continue to be processed on the existing Film I annealing machine at the Premises with Entegris continuing to be charged the same rates and pricing then in effect. Any such shifting of production shall not result in a termination of the Agreement, which may be only be terminated in accordance with its terms.

1A.9 Offsite Storage . The parties acknowledge that Millipore had intended to use a portion of the Premises after Entegris vacated it for storage space during anticipated renovations. Pursuant to this Agreement, the parties have agreed to extend the Facility Term. Accordingly, Millipore will, when it deems appropriate, locate and contract for storage space reasonably comparable to the Premises at an offsite facility on terms satisfactory to Millipore for its use in lieu of using the Premises as intended. As part of the inducement for Millipore to agree to the extension of the Facility Term through June 30, 2012, Entegris will reimburse Millipore for the reasonable fair market value of the portion of such offsite storage as is at least equal to 2,000 square feet of high bay warehouse space until the earlier of (i) June 30, 2012, or (ii) the date on which Entegris has fully vacated the Premises.

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Third Amended and Restated Membrane Manufacture and Supply Agreement Between Millipore Corporation and Entegris, Inc. dated October 13, 2009

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 for the duration of the Facility Term. 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 major equipment currently used in the manufacture of UPE Membranes and/or Treated Other Entegris Membranes, now exists with, and is solely owned by Entegris (collectively, the " Entegris Equipment" ):


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 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 10. Oil Mist Collector (and duct/hood) Bldg D-101 1 11. 7 Ton Edwards Chiller Bldg D-outside 1 12. Tiyoda-Serec Extractor Bldg F-Cell 5 1 13. Tiyoda-Serec Ext 42 Ton Chiller Bldg C-roof 1


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Third Amended and Restated Membrane Manufacture and Supply Agreement Between Millipore Corporation and Entegris, Inc. dated October 13, 2009

3.1.2. All right, title and interest in and to any equipment other than the Entegris Equipment used in the manufacture of UPE Membranes and/or Treated Other Entegris Membranes, including the following equipment currently used in such manufacture (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

3.2. Use of Millipore Equipment and Support . At all times during the Facility Term, 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 occurring at the Premises 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.


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Third Amended and Restated Membrane Manufacture and Supply Agreement Between Millipore Corporation and Entegris, Inc. dated October 13, 2009

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 . 4.2.1. At all times during the Term of this Agreement, 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 and provided that Membranes made on the MML hydrophilization equipment can be qualified successfully by Entegris.

4.2.2. At all times during the Facility Term, Millipore agrees to have (i) 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, and (ii) mix capacity sufficient to handle up to four (4) mixes of 400 pounds each on any days on which Entegris is running its extrusion process on the Premises.

4.2.3. At all times during the Facility Term, 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 during the Facility Term 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.

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 that meet agreed specifications and qualification in an amount of guaranteed capacity per each calendar quarter during the Term of this Agreement of 300,000 feet. Through mutual written agreement, this guaranteed capacity level can be reduced to 200,000 feet for a mutually agreed upon time period should Millipore' s firm and forecasted releases warrant. 4.2.5 The parties agree to commence good faith discussions in the first calendar half of 2011 regarding the possibility of continuing Entegris' access to Millipore' s VMF4 Line capacity beyond the Term of this Agreement on terms and conditions mutually acceptable to both parties, if any.


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Third Amended and Restated Membrane Manufacture and Supply Agreement Between Millipore Corporation and Entegris, Inc. dated October 13, 2009

4.3. Capacity Expansion . 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. 4.4. Manufacturing Process Improvements . Millipore and Entegris agree to implement mutually agreeable Membrane manufacturing process improvements.

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


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Third Amended and Restated Membrane Manufacture and Supply Agreement Between Millipore Corporation and Entegris, Inc. dated October 13, 2009


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.

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; 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
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