TRANSITION AGREEMENT

known or hereafter discovered, (ii) to use, make, have made, sell, offer to sell, import, and otherwise exploit any product or service based on, embodying, incorporating, or derived from the Company Invention, and (iii) to exercise any and all other present or future rights in the Company Invention.  Company will, at Lam’s request, (a) cooperate with and assist Lam, both during and after the term of this Agreement, in perfecting, maintaining, protecting, and enforcing Lam’s rights in the Company Inventions, and (b) execute and deliver to Lam any documents deemed necessary or appropriate by Lam in its discretion to perfect, maintain, protect, or enforce Lam’s rights in the Company Inventions or otherwise carry out the purpose of this Agreement.  Without limiting the generality of the foregoing, Company will execute and deliver to Lam, at Lam’s request, a patent application assignment for any Company Invention for which Lam elects to file a patent application.  At Lam’s request, Company will promptly record such assignment with the United States Patent and Trademark Office.  Company hereby irrevocably designates and appoints Lam and its duly authorized officers and agents as Company’s agent and attorney-in-fact to act for and in Company’s behalf to execute, deliver and file any and all documents with the same legal force and effect as if executed by Company, if Lam is unable for any reason to secure Company’s signature on any document needed in connection with the actions described in this section.  Company acknowledges that this appointment is coupled with an interest.

(b)       Intellectual Property developed, acquired, or otherwise obtained by Company that is not included in the Licensed Technology (other than the commercially available licenses from Cimetrix Incorporated) which is either owned or licensed by the Company on the date hereof or licensed or obtained by Company from third parties hereafter may not be used by Company in making, selling or distributing Licensed Products.

2.3 Termination of Certain Licenses.  If Company enters into a Change of Control transaction, the licensed rights granted pursuant to Sections 2.1(a) and 2.1(b) of this Agreement will immediately cease to exist, and Company must promptly discontinue all further use of the Licensed Technology for the purposes described in Section 2.1(a) and Section 2.1(b) and certify to Lam in writing signed by an officer of Company that it has fully complied with this requirement.

3.                                    TRANSITION OBLIGATIONS

3.1 Customer Support.  Company agrees, during the Support Period, to be solely responsible for performing, and in a manner consistent with good industry practice, all installation, training, support, spares, upgrades and other services requested or required by Company Customers, at each Company Customer’s expense, with respect to Licensed Products that are sold by Company, subject to Section 2.1(c) hereof.  Company shall be responsible, without limitation, for maintaining, at Company’s sole expense, a sufficient inventory of spare parts and components to support the spares and service needs of Company Customers during the Support Period, and for maintaining a staff of properly trained technical support personnel sufficient to meet the support needs of Company Customers with respect to Licensed Products that are sold by Company.  Company may not refer any Company Customer to Lam for such support. Lam has no obligation under this Agreement to provide any services to, or respond to any requests from, Company Customers. However, Lam reserves the right to establish and maintain contact with any Company Customer in order to facilitate the delivery of any Licensed Product support needed by such Company Customer.

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3.2 Transition Support.  Company agrees, during the Transition Period and as requested by Lam, to use reasonable commercial efforts to assist Lam in transitioning Existing Customers and Existing Customer processes to any dry strip or clean system(s) that Lam may designate and to recommend such Lam designated system to Existing Customers, which efforts will include making Company employees available to meet with Lam and with Existing Customers and to provide other services to Lam or Existing Customers, all as reasonably requested by Lam, at Company’s expense; provided, however, that any out-of-pocket expense incurred by Company at Lam’s request and pre-approved by Lam, including without limitation travel expenses, shall be reimbursed by Lam within 30 days of receipt of Company’s invoice.  Company will consult with Lam in good faith on a regular basis to report operational developments relating to the manufacture or sale of Licensed Products, changes in the status of relationships with Existing Customers or potential customers and other matters reasonably requested by Lam.  Subject to Section 6 hereof, Company agrees that any material communications between Company and any Existing Customer related to the Licensed Products, Lam or this Agreement will be subject to Lam’s prior approval.  Company’s responsibilities under this Section 3.2 shall include using its commercially reasonable efforts to (i) transfer all of Company’s knowledge, know-how and expertise related to the Licensed Products  to Lam, (ii) assist Lam in adapting Existing Customer processes, recipes and know-how related to any Licensed Product to Lam’s designated system and (iii) facilitate the successful qualification of Lam’s designated system for use with such Existing Customer processes and recipes.  Company further agrees to use commercially reasonable efforts, at Company’s sole expense (except for out-of-pocket expenses as described above), to assist Lam in obtaining any Existing Customer consents or approvals that Lam may deem necessary or desirable to permit the use of such Existing Customer recipes by Lam, whether in connection with a Licensed Product or any other system designated by Lam.

3.3 Maintenance and Operation of Lab System.  Subject to the provisions of this Agreement, Company agrees to hold the Lab System for and on behalf of Lam in Company’s facility.  Company has conducted within the last 30 days, or will conduct promptly following the Effective Date at no additional expense to Lam, a comprehensive maintenance and service of the Lab System including a complete review and assessment of the condition of the Lab System and all components thereof.  In the event the condition of the Lab System is not in good working order as of the Effective Date, Company agrees to perform all necessary repairs, replacements and updates, at no additional expense to Lam for either services or parts, in order to restore the Lab System to good working order.  Company further agrees, during the Transition Period, to maintain the Lab System and all related facilities, utilities, power and other connections in good working order and to operate the Lab System at Lam’s direction free of charge, other than reimbursement of Company’s actual, documented costs of wafers, consumable parts and other operating expenses, provided that such expenses are pre-approved by Lam prior to being incurred.  For the avoidance of doubt, Lam shall not be responsible for any facilities, utilities, power, infrastructure or other costs associated with the Lab System or the operation thereof during the Transition Period, other than such expenses as are pre-approved by Lam in accordance with the preceding sentence.  Upon Lam’s request, Company agrees to cooperate with Lam to arrange for the packaging and shipment of the Lab System in the manner and to the location reasonably specified by Lam, the cost of which shipment shall be paid by Lam.   Following the expiration of the Transition Period, if Lam has not requested the shipment of the Lab System from Company’s facility, Company and Lam will mutually agree on the location and maintenance of the Lab System.  Company shall ensure that, at all times prior to the delivery of

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the Lab System to Lam, Company shall provide Lam and its representatives with free and complete access (during normal working hours unless otherwise agreed) to the Lab System and to the subsystems, abatement and clean room infrastructure needed to operate the Lab System, and to such operating, technical and other records, data, documents and information relating to the Lab System as Lam may reasonably request.

3.4 Branding Restrictions.  Company will use the Licensed Marks to identify the Licensed Products and in all materials used to advertise, market, or promote the Licensed Products in a manner approved in advance by Lam.  Company agrees that all use of the Licensed Marks will comply with Lam’s then-current trademark usage guidelines and policies.  Company must reproduce, on all Licensed Products, and must not remove, alter, or obscure in any way all proprietary rights notices of Lam on or within the Licensed Products and the User Documentation.  Lam grants no rights in the Licensed Marks other than those granted in Section 2.1.  Company acknowledges Lam’s exclusive ownership of the Licensed Marks.  Company agrees not to take any action inconsistent with such ownership and to cooperate, at Lam’s request and expense, in any action which Lam deems necessary or desirable to establish or preserve Lam’s exclusive rights in and to the Licensed Marks.  Company will not adopt, use, or attempt to register any trademarks or trade names that are confusingly similar to the Licensed Marks or in such a way as to create combination marks with the Licensed Marks.  Company will provide Lam with samples of all products and materials that contain the Licensed Marks prior to their public use, distribution, or display for Lam’s quality assurance purposes and will obtain Lam’s written approval before such use, distribution, or display.  At Lam’s request, Company will modify or discontinue any use of the Licensed Marks if Lam determines that such use does not comply with Lam’s then-current trademark usage policies and guidelines.

4.                                    REPORTS AND RECORDS

4.1 Reports.  Within forty-five (45) days after the end of each fiscal quarter during the Support Period, Company will provide Lam with a written report stating (a) the number of Licensed Products made and sold by Company during such quarter, (b) the identity and location of the Company Customers that received such Licensed Products, (c) the date of shipment of such Licensed Products, and (d) any other information that may be reasonably requested by Lam.

4.2 Records.  At all times during the Support Period, and for at least three (3) years thereafter, Company will maintain at its principal place of business complete and accurate records with respect to Company’s activities pursuant to this Agreement, including a complete list of all Licensed Products made or sold by Company and a complete list of Company Customer names, addresses, electronic mail addresses, and primary contacts.

4.3 Audits.  Lam will have the right, during normal business hours and upon at least ten (10) days prior notice, to inspect Company’s facilities and audit Company’s records relating to Company’s activities pursuant to this Agreement in order to verify that Company has complied with the terms of this Agreement, including the terms of the licenses granted in Section 2.1 hereof.  The audit will be conducted at Lam’s expense, unless the audit reveals that Company has violated the terms of Section 2.1 or 4.1, in which case Company will reimburse Lam for all costs and expenses incurred by Lam in connection with such audit.

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5.                                    COMPANY’S OTHER OBLIGATIONS

5.1 Compliance with Laws.  Company will at all times comply with all applicable laws and regulation in manufacturing and selling the Licensed Products.

5.2 Warranties Made by Company.  Company will not make or publish any representations, warranties, or guarantees on behalf of Lam concerning the Licensed Products.

5.3 Insurance.  Company shall, at its sole cost and expense, obtain and maintain in full force and effect appropriate liability insurance with reputable insurers and at such coverage levels as are customary in Company’s business.

6.                                    CONFIDENTIALITY

6.1 Confidential Information.  Each party (the “Disclosing Party”) may from time to time during the term of this Agreement disclose to the other party (the “Receiving Party”) certain information regarding the Disclosing Party’s business, including technical, marketing, financial, employee, planning, and other confidential or proprietary information (“Confidential Information”).  The Disclosing Party will mark all Confidential Information in tangible form as “confidential” or “proprietary” or with a similar legend.  The Disclosing Party will identify all Confidential Information disclosed orally as confidential at the time of disclosure and provide a written summary of such Confidential Information to the Receiving Party within thirty (30) days after such oral disclosure.  Regardless of whether so marked or identified, however, any information relating to the Licensed Technology that Company knew or should have known, under the circumstances, was considered confidential or proprietary by Lam will be considered Confidential Information of Lam.