Prospectus Summary

EX-10.16 5 f82015a3exv10w16.txt EXHIBIT 10.16 Exhibit 10.16 CONFIDENTIAL TREATMENT REQUESTED: Certain portions of this document have been omitted pursuant to a request for confidential treatment and, where applicable, has been marked with an asterisk to denote where omissions have been made. The confidential material has been filed separately with the Commission. AMENDED AND RESTATED INTELLECTUAL PROPERTY AGREEMENT TABLE OF CONTENTS

TABLE OF CONTENTS

TABLE OF CONTENTS

TABLE OF CONTENTS

CONFIDENTIAL TREATMENT REQUESTED AMENDED AND RESTATED INTELLECTUAL PROPERTY AGREEMENT This Amended and Restated Intellectual Property Agreement (the "Agreement") is by and between Applied Materials, Inc., a Delaware corporation, having places of business in Santa Clara, California and Austin, Texas, and Kinetics Fluid Systems, Inc., a California corporation, having places of business in Santa Clara, California and Austin, Texas. ARTICLE 1 GENERAL BACKGROUND 1.1 APPLIED'S BUSINESS. Applied, among other activities, designs, manufactures and markets (a) semiconductor wafer fabrication equipment, (b) wafer inspection and metrology equipment, (c) flat panel display fabrication equipment, (d) wafer fabrication factory control software, (e) toxics abatement or recycling equipment, (f) thin film application processes, and (g) parts, components and processes related to any of the foregoing. 1.2 KINETICS' BUSINESS. Kinetics, among other activities, designs, develops, manufactures and markets, for use in semiconductor fabrication equipment and other applications, (a) Fluid Delivery Systems, (b) Components, (c) chemical and slurry delivery systems, (d) process chillers, (e) thermal measurement and control devices, (f) utility infrastructure and delivery systems for semiconductor fabrication facilities, (g) ancillary equipment to connect the utility infrastructure of semiconductor fabrication facilities to semiconductor fabrication equipment, and (h) waste recycling systems for chemicals and slurry. 1.3 EXISTING BUSINESS RELATIONSHIP BETWEEN THE PARTIES. The Parties previously established a business relationship, according to which Kinetics manufactures for Applied fluid delivery systems for incorporation into various systems sold by Applied, including semiconductor fabrication equipment, flat panel display fabrication equipment and thin film application process equipment ("Outsource Relationship"). The Outsource Relationship is - 1 - CONFIDENTIAL TREATMENT REQUESTED defined by a series of agreements, including an "Intellectual Property Agreement" dated June 28, 1999 ("Original IPA.") The Original IPA was amended by a series of three amendments -- (1) First Amendment to Intellectual Property Agreement dated September 20, 1999, (2) Second Amendment to Intellectual Property Agreement dated September 20, 1999, and (3) Third Amendment to Intellectual Property Agreement dated June 25, 2000 (the thrice-amended Original IPA and any of its predecessor agreements, including the Original IPA, are referred to hereinafter as the "Amended IPA"). The Amended IPA defines each Party's intellectual property rights and obligations related to the fluid delivery systems manufactured for Applied by Kinetics until the Effective Date of this Agreement. 1.4 RENEGOTIATION OF THE OUTSOURCE RELATIONSHIP. The Parties have renegotiated the Outsource Relationship to reflect developments since the relationship was initially created. As a part of these renegotiations, the Parties have renegotiated their respective duties, obligations and rights relating to intellectual property in and related to fluid delivery systems, and desire to reflect same in this Agreement. More specifically, the Parties desire that this Agreement supersede the Amended IPA, which terminates on the Effective Date of this Agreement. 1.5 SCOPE OF THIS AGREEMENT. The Parties desire to enter into new agreements, including a new agreement defining their respective intellectual property rights, to reflect more accurately the current business conditions surrounding the Outsource Relationship. 1.6 STATEMENT OF AGREEMENT. Now, therefore, in consideration of the mutual covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree to the following terms, conditions and obligations. - 2 - CONFIDENTIAL TREATMENT REQUESTED ARTICLE 2 DEFINITIONS 2.1 AFFILIATE means "affiliate" as defined in Rule 12b-2 of the regulations promulgated under the Securities Exchange Act. 2.2 AGREEMENT means this Amended and Restated Intellectual Property Agreement. 2.3 APPLIED means Applied Materials, Inc. and all of its domestic and international divisions and subsidiaries. 2.4 APPLIED FDS or APPLIED FLUID DELIVERY SYSTEM means Current Applied FDS and Future Applied FDS. 2.5 APPLIED FDS TECHNOLOGY means Current Applied FDS Technology and Future Applied FDS Technology. 2.6 APPLIED FUTURE IP means all IP Rights relating to Future Modifications owned by Applied, including, without limitation, Design IP. Applied Future IP includes any and all IP Rights in and to software for "Capacity FDS Hardware" and "Product Change Hardware" and to "Improved Software" (all as defined in Section 4.2 of the GSA) provided or purchased by Applied in accordance with Section 4.2 of the GSA. 2.7 APPLIED IP means Applied Pre-Existing IP and Applied Future IP. Applied IP includes any and all IP Rights in and to "Test Fixture Software" (as defined in Section 4.2 of the GSA) provided or purchased by Applied in accordance with Section 4.2 of the GSA. 2.8 APPLIED PRE-EXISTING IP means all existing IP Rights relating to the Current Applied FDS or Current Applied FDS Technology that are owned by Applied, or to which Applied otherwise has rights (but only to the extent of such rights), as of the Effective Date, as set forth in Schedule 2.8. Applied Pre-Existing IP, for purposes of the license of Section 3.2, - 3 - CONFIDENTIAL TREATMENT REQUESTED does not include Applied business information (such as sub-tier supplier information and Component pricing information) relating to the Current Applied FDS Technology. 2.9 APPLIED SYSTEM means capital equipment sold by Applied that incorporates a Fluid Delivery System. 2.10 COMPONENT means a component, part or sub-assembly of a Fluid Delivery System, including but not limited to, valves, tubing, mass flow controllers, base plates, brackets, sticks, manifolds (final and SLD), safety sensors, GPLIS, VDS, ozonators, pneumatics, manifolds, filters, cables, transducers, fluid delivery controllers and enclosures. 2.11 CONFIDENTIAL INFORMATION means Confidential Information as defined in Section 4.1. 2.12 CURRENT APPLIED FDS TECHNOLOGY means the FDS Technology currently utilized in connection with the Current Applied Fluid Delivery Systems. 2.13 CURRENT APPLIED FDS or CURRENT APPLIED FLUID DELIVERY SYSTEMS means the Fluid Delivery Systems sold to Applied by Kinetics for incorporation into an Applied System as of the Effective Date. 2.14 DESIGN IP means any and all IP Rights, other than Kinetics Pre-Existing IP or Manufacturing Processes, relating to a Future Modification created, conceived or first reduced to practice by or for a Party after the Effective Date and during the course of, and as a result of, Design Services. 2.15 DESIGN SERVICES means those services provided by Kinetics to Applied hereunder for the preparation and delivery of a detailed design of a Future Applied FDS or Component, comprised exclusively of Existing Components, implementing Applied's specific requirements - 4 - CONFIDENTIAL TREATMENT REQUESTED and including one or more of the following activities: (a) the selection and configuration of Existing Components; (b) the preparation or release, or both, of bills of materials, drawings, product definition forms, engineering change orders or other documentation related to the selection and configuration of Existing Components; and (c) the manufacture, testing and delivery of such Future Applied FDS. 2.16 DESIGN SERVICES AGREEMENT OR DSA means an agreement with respect to Design Services entered into and executed by Kinetics and Applied in accordance with Section 3.5 of this Agreement. 2.17 DESIGN SOW means a written statement of work for Design Services agreed to and executed by both Parties, specifying the scope of Design Services to be provided by Kinetics, the related fees payable by Applied and any other related responsibilities of each Party in accordance with Section 3.5.1. 2.18 DEVELOPMENT SERVICES means any services with respect to Future Modifications provided by Kinetics to Applied other than Design Services and Standard Services. 2.19 DEVELOPMENT SERVICES AGREEMENT OR DVA means a written agreement with respect to Development Services entered into and executed by Kinetics and Applied, in accordance with Section 3.6 of this Agreement. 2.20 DOCUMENTATION means all blueprints, drawings, schematics, manuals, flowcharts, specifications, prototypes, specimens, software, manuals and other tangible materials related to the FDS Technology. 2.21 EFFECTIVE DATE means June 1, 2002. - 5 - CONFIDENTIAL TREATMENT REQUESTED 2.22 EXISTING COMPONENT means a Component of a Current Applied FDS, or any other Component that is commercially available to or from Kinetics as of the effective date of the applicable DSA. 2.23 FDS TECHNOLOGY means the technology, both tangible and intangible, related to the design and manufacture of a Fluid Delivery System. 2.24 FLUID DELIVERY SYSTEM OR FDS means a product that distributes or controls fluid (liquid, vapor or gas) to a tool or chamber, including all hardware that is embodied in or that is inside or attached to any such fluid delivery system, including but not limited to Components, but not including the Applied system controller or weldments that connect the fluid delivery system to the tool or chamber. 2.25 FUTURE APPLIED FDS means any future Fluid Delivery System that incorporates a Future Modification. 2.26 FUTURE APPLIED FDS TECHNOLOGY means any Future Modification relating to Standard Services, Design Services, or Development Services. Future Applied FDS Technology also means any Future Modification relating to: (a) the FDS test fixture(s) identified in Schedule 4.2.2(c) of the GSA; and (b) Purchased FDS Test Fixture(s), Capacity FDS Hardware, Product Change Hardware and Improved Software, all as defined in Section 4.2 of the GSA, provided or purchased by Applied in accordance with Section 4.2 of the GSA. 2.27 FUTURE MODIFICATIONS means improvements, enhancements or modifications created, conceived or first reduced to practice by or for a Party pursuant to the provisions hereof after the Effective Date to an Applied FDS or the Applied FDS Technology, or both, and - 6 - CONFIDENTIAL TREATMENT REQUESTED inventions, discoveries, works of authorship, know-how, technical information, work product and/or other information related thereto, but in any case excludes any Manufacturing Processes. 2.28 GSA means the Global Supply Agreement concurrently entered into by the Parties or any subsequent Global Supply Agreement entered into by the Parties. 2.29 IP RIGHTS means all patent rights, copyrights, trade secret rights, mask work rights and other intellectual or intangible proprietary rights (other than trademarks, service marks and similar rights) in any jurisdiction. 2.30 KINETICS means (a) Kinetics Fluid Systems, Inc.; (b) all unincorporated divisions of Kinetics Fluid Systems, Inc.; and (c) those subsidiaries and affiliates of Kinetics Fluid Systems, Inc. that are approved (through written supplement to this Agreement or the GSA) by Applied as permitted to perform obligations hereunder. Unit Instruments, Inc. shall not be included in the term "Kinetics" unless a written amendment to this Agreement, executed by Unit Instruments, Inc. and by both Parties, so provides. 2.31 KINETICS FUTURE IP means all IP Rights relating to Future Modifications and owned by Kinetics, including all *. 2.32 KINETICS IP means Kinetics Pre-Existing IP and Kinetics Future IP. 2.33 KINETICS PRE-EXISTING IP means all existing IP Rights relating to the Current Applied FDS or Current Applied FDS Technology that are owned by Kinetics, or to which Kinetics otherwise has rights (but only to the extent of such rights), as of the Effective Date, as set forth in Schedule 2.33. * Material has been omitted and filed separately with the Commission. - 7 - CONFIDENTIAL TREATMENT REQUESTED 2.34 MANUFACTURING PROCESS means: (a) each process or apparatus for manufacturing Fluid Delivery Systems, Components or both, developed *, but excluding any process or apparatus owned by * under the specific provisions of the GSA or any "Tooling Loan Agreement" between the Parties; (b) any IP Rights and know-how related to each process or apparatus as defined in paragraph (a), both tangible and intangible; and (c) related documentation, including without limitation assembly procedures, test procedures, operational method sheets, process mapping, product synchronizations and sequence of events documentation; but, in each case, excludes *. 2.35 OUTSOURCE RELATIONSHIP means the business relationship between the Parties, according to which Kinetics manufactures for Applied FDS's for incorporation into Applied Systems. 2.36 PARTY(ies) means Applied, Kinetics or both, depending upon context. 2.37 STANDARD SERVICES shall have the meaning given such term by the GSA. 2.38 THIRD PARTY APPLICATIONS means those computer software applications as set forth in Schedule 2.38. 2.39 THIRD PARTY FDS TECHNOLOGY means FDS Technology owned by a party other than the Parties. ARTICLE 3 INTELLECTUAL PROPERTY 3.1 PRE-EXISTING IP. Each Party's Pre-Existing IP shall remain such Party's sole property. * Material has been omitted and filed separately with the Commission. - 8 - CONFIDENTIAL TREATMENT REQUESTED 3.2 LICENSE TO KINETICS FOR FDS OPERATIONS. Applied grants to Kinetics a non-exclusive, non-transferable (except as provided in Section 3.7 and Section 8.2), royalty-free, worldwide license to reproduce, distribute, create derivative works of, use, make, have made, sell, offer to sell, import, practice, modify and improve Applied IP and, to the extent possible, the Third Party Applications for the limited purposes of fulfilling its obligations under this Agreement, the GSA and each DSA and DVA. With respect to the Third Party Applications, Applied's license of rights is subject to any and all limitations on such license as set forth in Applied's contracts with the applicable vendors. Applied does not represent or warrant that Kinetics requires a license to or that Applied has the right to license the Third Party Applications, notwithstanding Applied's representation and warranty of Section 6.2. 3.3 FUTURE MODIFICATIONS - GENERALLY. Future Modifications may involve Design Services, Development Services or Standard Services. 3.4 STANDARD SERVICES. The Parties have agreed, as part of the GSA, to terms and conditions relevant to the provision by Kinetics of Standard Services. Applied shall own any Fluid Delivery System and FDS Technology, and any IP Rights related thereto, created, conceived or first reduced to practice by or for a Party during the course of, and as a result of, Standard Services, but in no event shall Applied own any *. 3.5 DESIGN SERVICES. 3.5.1 DESIGN SERVICES PROCEDURE. If the Parties agree that Kinetics will perform Design Services for Applied, then the Parties will execute a Design SOW, addressing the issues referred to in Schedule 3.5.1, which shall be part of the Purchase Order (as defined in * Material has been omitted and filed separately with the Commission. - 9 - CONFIDENTIAL TREATMENT REQUESTED the GSA) under which Kinetics will provide the Design Services. Each Design SOW, together with the related Purchase Order, shall form a separate contract (a "Design Services Agreement") between the Parties relating to those Design Services, which contract incorporates the terms of this Agreement, the GSA, the Design SOW and the related Purchase Order. In the event (and to the extent) of conflict between or among this Agreement, the GSA, the Design SOW and the related Purchase Order, precedence shall be given first to this Agreement, second to the GSA, third to the Design SOW and fourth to the Purchase Order. 3.5.2 PERFORMANCE OF DESIGN SERVICES. Kinetics shall provide the Design Services to Applied as specified in the DSA. Applied shall pay Kinetics the fees specified in the DSA for the Design Services in accordance with the GSA. 3.5.3 OWNERSHIP OF DESIGN IP. Applied shall own any and all Design IP, and Kinetics hereby assigns and transfers to Applied any and all rights Kinetics may have in Design IP. Furthermore, Kinetics shall obtain any and all necessary assignments from its employees or subcontractors, as the case may be, to assure that Kinetics and, in turn, Applied receives full and complete ownership of Design IP. 3.6 DEVELOPMENT SERVICES. If the Parties agree that Kinetics will perform Development Services, then the Parties will negotiate in good faith to agree upon and execute a Development Services Agreement. 3.7 APPLIED'S APPROVAL OF DESIGN SERVICES AND DEVELOPMENT SERVICES. Applied has the right to perform services substantially similar to Design Services and Development Services solely, jointly with a third party or jointly with Kinetics. Kinetics may not perform any Design Services or Development Services unless performed jointly with Applied or otherwise approved by Applied; however, Kinetics may subcontract those obligations to perform any - 10 - CONFIDENTIAL TREATMENT REQUESTED agreed-to Design Services or Development Services that Kinetics reasonably determines to be outside Kinetics' core competency or as necessary to efficiently meet Applied's requirements, and sublicense to the subcontractor associated licenses and rights required to perform those obligations, with Applied's prior written approval, such approval not to be unreasonably withheld, delayed or denied. 3.8 OWNERSHIP OF MANUFACTURING PROCESSES. * will own each Manufacturing Process. 3.9 TRADEMARK RIGHTS. Applied grants to Kinetics a non-exclusive, royalty-free, worldwide license to use Applied's trademarks, as defined in Schedule 2.8, in the manner designated by Applied in connection with any Applied Fluid Delivery Systems. Kinetics will not include any of its trademarks on any Applied Fluid Delivery Systems, except that Kinetics may place the Kinetics trademark(s) on Components manufactured by or for Kinetics and utilized in any Applied Fluid Delivery Systems. The Parties acknowledge the importance of maintaining the quality of Applied Fluid Delivery Systems and, accordingly, Kinetics agrees to follow all the quality requirements of Sections 4.1 and 4.3 through 4.7 of the GSA. 3.10 APPLICATIONS FOR IP RIGHTS. Each Party has the sole right to control the process of preparing, filing, prosecuting and/or maintaining an application or applications in relation to any IP Rights allocated to such Party hereunder, and such Party shall bear the costs thereof. Each Party agrees to (i) disclose promptly in writing to the other Party all IP Rights allocated to the other Party hereunder; and (ii) assist the other Party as reasonably necessary to obtain, register or apply for any such IP Rights, including by causing its personnel and contractors to assign such IP Rights, sign or provide documents and render assistance. * Material has been omitted and filed separately with the Commission. - 11 - CONFIDENTIAL TREATMENT REQUESTED 3.11 EXISTING THIRD PARTY FDS TECHNOLOGY. In the event that Applied has a license to Third Party FDS Technology which is necessary for Applied Fluid Delivery Systems being requested by Applied, Applied, in its sole discretion, will either: (a) sublicense that Third Party FDS Technology to Kinetics, if Applied has the right to do so; or (b) make commercially reasonable efforts to assist Kinetics in obtaining a license to the Third Party FDS Technology from the owner; provided that neither Party will be required to take any act in violation of existing agreements with third parties. 3.12 FUTURE THIRD PARTY FDS TECHNOLOGY. In the event that the Parties agree to introduce in the future Third Party FDS Technology into any Applied Fluid Delivery System, then the Party with the relationship to the Third Party will obtain all necessary rights from the Third Party to allow Kinetics to manufacture Applied Fluid Delivery Systems incorporating the Third Party Technology. 3.13 LICENSE TO APPLIED FOR COVER AND SUPPORT. If Applied obtains Applied Fluid Delivery Systems from a second source (i) in accordance with Applied's "cover" rights under GSA Section 7.2 or (ii) to effect support as provided by GSA Section 4.8.3.b, then Kinetics agrees to extend to Applied a non-exclusive, non-transferable, royalty-free, worldwide, irrevocable (provided that Applied complies with all related obligations) license to manufacture, have manufactured for sale to Applied (and grant a sublicense to the manufacturer as necessary to exercise this right to have manufactured for sale to Applied), use and sell any such Applied Fluid Delivery Systems incorporating any Kinetics IP solely for incorporation into an Applied System in accordance with Applied's "cover" rights under GSA Section 7.2 or "Post Term Support" rights under GSA Section 4.8.3.b, as required. The license will expire upon expiration or termination in each case of Applied's "cover" rights under GSA Section 7.2(d) or "Post Term - 12 - CONFIDENTIAL TREATMENT REQUESTED Support" rights under GSA Section 4.8.3.b. Furthermore, in order for Applied to fully enjoy its licenses pursuant to this Section, Kinetics agrees to provide to Applied assistance, FDS Technology and Documentation, and otherwise take all action, necessary to allow Applied or a reasonably skilled FDS manufacturer, in the case that Applied exercises its sublicensing rights, to manufacture the Applied Fluid Delivery System. Notwithstanding the foregoing, Kinetics shall not be required to provide * to Applied or its manufacturer. 3.14 RESERVATION OF RIGHTS. All IP Rights of each Party that are not expressly granted in this Agreement are reserved and retained by such Party. Except as expressly provided in this Agreement, as of the Effective Date, no other licenses of IP Rights are granted whatsoever, whether expressly or by implication or estoppel, by either Party to the other Party. ARTICLE 4 CONFIDENTIALITY 4.1 DEFINITION. Confidential Information means all non-public, proprietary information of, or disclosed by, a Party ("Disclosing Party") that, from time-to-time, may be acquired by a Party ("Receiving Party") from the Disclosing Party that is: (i) related to an Applied FDS or Applied FDS Technology; or (ii) related to the provision of Applied FDS or Applied FDS Technology pursuant to this Agreement, the GSA, a DSA or a Development Services Agreement; or (iii) Visual Information as defined in Section 4.6. The Confidential Information may be in any form, medium, state or condition, inclusive of information that is embodied in a product or tangible item or that is intangible, whether disclosed in oral, written, graphic, machine recognizable (including computer programs, algorithms or databases), model or sample form or any derivation thereof, and shall include all of the following: * Material has been omitted and filed separately with the Commission. - 13 - CONFIDENTIAL TREATMENT REQUESTED (a) Processes; formulas; trade secrets; know-how; proprietary information; innovations; inventions; discoveries; improvements; research; development; product analysis or evaluations and test results, information and design; operations; systems; specifications; standards; drawings; designs; devices; data; patterns; compilations; methods; programs; technical documentation; manufacturing techniques or sequences; schematics; configurations; computer programs, codes and operating standards; all whether or not patented or patentable. (b) Product plans; customer configurations or product designs; confidential information received from customers; supplier configurations or product designs; confidential information received from suppliers. (c) Marketing plans; business plans; business activities; facilities; warehousing and leasing; inventory; inventory management plans, methods and procedures; inventory, materials and Components qualification and evaluation; business and product forecasts; corporate financial information and budgets or projections; business processes. (d) Personnel information; organizational structure; salaries and benefits; employee qualifications, requirements, resumes and individual data; labor cost models. (e) Supplier information, including identity; product sales; product manufacturing; supply; pricing; evaluation and performance histories; forecasts; requirements or standards; logistics; delivery or freight arrangements or requirements; materials handling techniques, standards or requirements; supplier personnel. (f) Customer information including: identity, product sales; product purchase histories or forecasts; customer agreements, terms and pricing; customer personnel. - 14 - CONFIDENTIAL TREATMENT REQUESTED (g) The terms, but not existence, of this Agreement, the GSA, any DSA or Development Services Agreement, and any and all information relating to the Outsource Relationship. Notwithstanding the above, Confidential Information does not include information: (i) of which the Receiving Party was rightfully in possession prior to disclosure, as evidenced by appropriate documentation; (ii) that was independently developed by employees or agents of the Receiving Party without use of Confidential Information provided by the Disclosing Party hereunder; (iii) that the Receiving Party rightfully receives from a third party not owing a duty of confidentiality to the Disclosing Party; (iv) that becomes publicly available without fault of the Receiving Party; or (v) whose disclosure is required by order of a court or government authority, provided that Disclosing Party shall notify the other party in advance of such a disclosure or release; shall take commercially reasonable efforts (at least equal to the efforts such party takes to protect the confidentiality of its own information) to protect the confidentiality of the Confidential Information in the Agreement, which shall include deleting the financial terms of or other Confidential Information in the Agreement from (or obtaining confidential treatment of such terms and information in) disclosure or public release when permitted by applicable law, rule or regulation (and requesting such deletion or equivalent protection or confidential treatment where approval by a court or governmental authority is required). - 15 - CONFIDENTIAL TREATMENT REQUESTED 4.2 CONFIDENTIALITY OBLIGATIONS. The Receiving Party shall hold the Disclosing Party's Confidential Information in strictest confidence for five (5) years after receipt, using such measures as the Receiving Party uses to protect the confidentiality of its own Confidential Information of like importance, but in no event using less than reasonable care. The Receiving Party shall not make any disclosure of such Confidential Information, other than to its employees, consultants, agents and representatives on a need to know basis. This prohibition against disclosure includes a prohibition against disclosure by Kinetics to any Kinetics Affiliate, unless (1) Kinetics notifies Applied of a commercially reasonable need for such disclosure and (2) Kinetics obtains Applied's prior written consent to such disclosure, which consent will not be unreasonably withheld, and (3) the Affiliate executes an Non-Disclosure Agreement (NDA) having confidentiality obligations at least equal to those of this Article 4. The Receiving Party shall inform each such employee, consultant, agent and representative of the Receiving Party's confidentiality obligations under this Agreement, and shall be jointly and severally liable for any breach of this Agreement by any such employee, consultant, agent or representative. The Receiving Party shall use the Confidential Information solely to perform the activities contemplated by this Agreement, the GSA, and each DSA and Development Services Agreement entered into by the Parties pursuant to Section 3 hereof. Kinetics will not, without Applied's prior written consent: (i) use IP Rights contributed by Applied in connection with the sale to Applied's customers of Fluid Delivery Systems or Components, or (ii) sell to Applied's customers Fluid Delivery Systems or Components to which Applied contributed IP Rights. The preceding provision relates to Applied Pre-Existing IP Rights, as well as IP Rights in Future Modifications. - 16 - CONFIDENTIAL TREATMENT REQUESTED 4.3 IDENTIFICATION AS CONFIDENTIAL. Unless such information is disclosed orally or as Visual Information (as defined by Section 4.6), Confidential Information shall be designated as such by an appropriate legend, such as "Kinetics Confidential" or "Applied Confidential". Confidential Information that is disclosed orally shall be identified as confidential before or at the time of disclosure, and shall be confirmed as confidential in a written notice given by the Disclosing Party to the Receiving Party within thirty (30) days after such oral disclosure. Such notice must contain a reasonable summary of the orally disclosed Confidential Information and a statement to the effect that such information is Confidential Information. Applied shall not be required to designate or identify Visual Information (as defined by Section 4.6) as "Confidential". 4.4 NEED-TO-KNOW DISCLOSURE. The Receiving Party agrees to limit disclosure of Confidential Information of the Disclosing Party only to those employees, agents, contractors and representatives of the Receiving Party who have a need to know the Confidential Information in order to perform the obligations set forth in the this Agreement, the GSA and each DSA and Development Services Agreement entered into by the Parties pursuant to Section 3 hereof, and provided that, before any such disclosure, each such employee, agent, consultant and representative shall execute an Employee Joinder of the form and substance of Schedule 4.4. 4.5 REMEDIES. The Parties acknowledge and agree that money damages above will not be an adequate remedy for any breach of the obligations set forth in this Article 4 of this Agreement or of any confidentiality obligation between the Parties. Accordingly, the Parties agree that the Disclosing Party may be irreparably harmed and shall be entitled to seek injunctive relief, including a temporary or preliminary injunction or a permanent injunction, or to any other - 17 - CONFIDENTIAL TREATMENT REQUESTED appropriate relief to restrain or redress any breach or threatened breach of confidentiality, in addition to any other remedies either Party may have in law or equity. 4.6 VISUAL INFORMATION. The Parties recognize and acknowledge that, in order for Kinetics to perform its GSA obligations, select Kinetics employees will have access to Applied information stored within and presented by Applied's computer system, or as a result of access to and presence on Applied facilities ("Visual Information"). The Visual Information will include both FDS-related and non-FDS information. ARTICLE 5 TERM AND TERMINATION 5.1 TERM. This Agreement shall commence on the Effective Date and expire concurrently with expiration of the GSA, unless terminated earlier in accordance with Section 5.2. 5.2 TERMINATION. 5.2.1 IN EVENT OF A GSA TERMINATION. This Agreement will be terminated in the event of a termination of the GSA. 5.2.2 BY EITHER PARTY IN EVENT OF AN IPA DEFAULT. This Agreement may be terminated by either Party by written notice to the other Party in the Event of IPA Default by the other Party upon the failure by the other Party to correct the Event of IPA Default within thirty (30) days of receipt of written notice of the Event of Default. An Event of IPA Default means a material breach of the warranties, representations, covenants or obligations under this Agreement. In the event that the allegedly defaulting party disputes the claim that an Event of Default has occurred, then either party may exercise its rights in and to the Business Review Process of Section 7.2.5 of the GSA. - 18 - CONFIDENTIAL TREATMENT REQUESTED 5.2.3 BY EITHER PARTY IMMEDIATELY UPON CONFIDENTIALITY BREACH. If a Party materially breaches its confidentiality obligations under Article 4 in a manner that cannot be cured, then, in addition to any rights under Section 5.2.2, the other Party may give written notice to the breaching Party that the other Party intends to promptly terminate this Agreement. During the five (5) business days after receipt of such notice, the breaching Party shall meet with the other Party to discuss the confidentiality breach and whether the breaching Party can cure it, but if the Parties do not agree in writing within such period on a plan to be implemented by the breaching Party to cure the confidentiality breach, then after such period the other Party may immediately terminate this Agreement by written notice to the breaching Party. During such period, the breaching party will take appropriate steps to remedy or mitigate its breach. 5.2.4 BY EITHER PARTY OF A DSA. A Party may terminate a DSA by written notice to the other Party if the other Party is in material breach of that DSA and fails to remedy that material breach within thirty (30) days after receiving written notice of the material breach from the terminating Party. In addition, any and all DSA's pending upon a termination pursuant to Section 5.2.1 - -- 5.2.3 shall terminate concurrently with the termination of the respective GSA or IPA, as applicable. Upon termination of a DSA: (i) each Party shall cease all activities pursuant to the DSA; (ii) Kinetics shall deliver to Applied all work-in-progress as of the termination date on each deliverable specified in the DSA; and (iii) Applied shall pay to Kinetics a quantum meruit of fees payable for the Design Service commenced but not completed under the DSA. 5.2.5 BY EITHER PARTY OF A DEVELOPMENT SERVICES AGREEMENT. A Party may terminate a DVA by written notice to the other Party if the other Party is in material breach of that DVA and fails to remedy that material breach within thirty (30) days after receiving written - 19 - CONFIDENTIAL TREATMENT REQUESTED notice of the material breach from the terminating Party. In addition, any and all DVA's pending upon a termination pursuant to Section 5.2.1 -- 5.2.3 shall terminate concurrently with the termination of the respective GSA or IPA, as applicable. Upon termination of a DVA: (i) each Party shall cease all activities pursuant to the DVA; (ii) Kinetics shall deliver to Applied all work-in-progress as of the termination date on each deliverable specified in the DVA; and (iii) Applied shall pay to Kinetics a quantum meruit of fees payable for the Development Services commenced but not completed under the DVA. 5.2.6 EFFECTIVE DATE OF TERMINATION UPON GSA TERMINATION. Any such termination pursuant to Section 5.2.1 will become effective upon that date determined by the GSA. A Party shall exercise such right of termination by the issuance of a notice of termination with respect to this Agreement that is issued concurrently with a Notice of Termination for Default with respect to the GSA pursuant to Article 25(b)(ii), or a Notice of Termination for Applied Default with respect to the GSA pursuant to Article 25(d)(iii), and the date on which termination of this Agreement is effective shall be the same date on which such termination of the GSA becomes effective, in accordance with the requirements of the GSA. The period between the notice of termination and the date on which such termination is effective is hereafter referred to as the "Wind-Down Period." During the Wind-Down Period, each Party will continue to comply with its obligations under the GSA, including particularly the provisions thereof related to the Wind-Down Period. 5.3 CONSEQUENCES OF TERMINATION OR EXPIRATION. Upon the date of expiration of this Agreement or the date on which termination of this Agreement is effective, as the case may be: - 20 - CONFIDENTIAL TREATMENT REQUESTED (a) Each Party shall cease all activities pursuant to this Agreement, the then existing GSA and any DSA or Development Services Agreement entered into by the Parties pursuant to Section 3 hereof, respectively, other than the activities provided for by this Section 5.3; (b) Each Party shall cease use of and return to the other Party all Confidential Information, including all Documentation reflecting and all other tangible embodiments of the Confidential Information, owned by the other Party, except as provided for in this Section 5.3; (c) Each Party shall confirm in writing to the other Party that all Confidential Information has been returned; (d) The obligations of Articles 4, 6 and 7 and Sections 3.10, 5.4, 8.4 and 8.5 (as applicable) shall remain in full force and effect, unless expressly terminated by mutual written agreement of the Parties; (e) The licenses of Sections 3.2 and 3.9 will terminate; (f) Kinetics agrees to provide to Applied any and all training or training materials reasonably necessary for Applied to assume manufacturing and servicing of the Applied Fluid Delivery Systems being manufactured or developed as of the date of termination in the same manner as then practiced by Kinetics, but Kinetics shall not be required to provide *; * Material has been omitted and filed separately with the Commission. - 21 - CONFIDENTIAL TREATMENT REQUESTED (g) Kinetics will disclose to Applied all FDS Technology necessary to manufacture the Applied Fluid Delivery Systems being manufactured or developed as of the date of termination in the same manner as then practiced by Kinetics, but Kinetics shall not be required to provide *; (h) Kinetics will provide to Applied all Documentation (and all copies of same) necessary to manufacture the Applied Fluid Delivery Systems being manufactured or developed as of the date of termination in the same manner as then practiced by Kinetics, but Kinetics shall not be required to provide *; and (i) Notwithstanding the above, each Party may retain the other Party's Confidential Information to the extent and for the period necessary to perform any obligations during the Wind-Down Period and any post-termination obligations under the GSA, and each party shall perform such obligations under the GSA. The above itemization of consequences is not exhaustive; instead, the Parties agree that, upon termination, Kinetics will take any and all steps necessary to place Applied in the same position as Kinetics at the time of termination with respect to the manufacturing, developing or both of Fluid Delivery Systems being manufactured or developed by Kinetics for Applied at the date of termination. These steps include the provisions by Kinetics of all information, in whatever form, relevant to FDS Technology, as it relates to the Applied Fluid Delivery Systems, and the license by Kinetics of all IP Rights, necessary for Applied to continue the manufacture of and have manufactured the then existing Applied Fluid Delivery Systems and utilization of the associated FDS Technology. Notwithstanding the foregoing, Kinetics shall not be required to provide Manufacturing Processes. * Material has been omitted and filed separately with the Commission. - 22 - CONFIDENTIAL TREATMENT REQUESTED 5.4 TERMINATION OF THE AMENDED IPA. The Parties hereby terminate the Amended IPA on the Effective Date of this Agreement. This Agreement supersedes the Amended IPA on and from the Effective Date, and accordingly each party waives its rights, and shall not perform its obligations, under Section 5.3 of the Amended IPA related to termination or expiration of the Amended IPA. ARTICLE 6 WARRANTIES AND REPRESENTATIONS 6.1 KINETICS PRE-EXISTING IP RIGHTS. Kinetics represents and warrants that (a) it is the owner of Kinetics' Pre-existing IP, (b) it is not aware of any claim of ownership or infringement by any third party with respect to the Kinetics Pre-Existing IP, (c) it has the right to grant the licenses granted under this Agreement, and (d) it has not and will not grant to any third parties rights inconsistent with the rights granted to Applied hereunder. 6.2 APPLIED PRE-EXISTING IP RIGHTS. Applied represents and warrants that (a) it is the owner of Applied's Pre-existing IP, (b) it is not aware of any claim of ownership or infringement by any third party with respect to the Applied Pre-Existing IP, (c) it has the right to grant the licenses granted under this Agreement, and (d) it has not and will not grant to any third parties rights inconsistent with the rights granted to Kinetics hereunder. 6.3 FUTURE MODIFICATIONS. The Parties represent and warrant that they will not knowingly infringe upon or misappropriate any third-party's IP Rights in performing any jointly agreed-to Future Modifications pursuant to this Agreement and any DSA or DVA. 6.4 COMPLETENESS OF SCHEDULES OF PRE-EXISTING IP RIGHTS. The Parties represent and warrant that the Schedules of Pre-Existing IP Rights are complete and accurate as to the best of the Parties' belief. In the event that any additional Pre-Existing IP Rights of a Party are - 23 - CONFIDENTIAL TREATMENT REQUESTED identified after the Effective Date and upon the Parties' agreement that the information constitutes a Pre-Existing IP Right, the Parties agree to amend the Schedule(s) accordingly. 6.5 DISCLAIMER OF WARRANTIES. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE GSA, OR ANY DSA OR DVA, ANY FDS TECHNOLOGY OR CONFIDENTIAL INFORMATION PROVIDED BY EITHER PARTY UNDER ANY SUCH AGREEMENT IS PROVIDED "AS IS" AND WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESSED, IMPLIED, OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT, AND NEITHER PARTY SHALL STATE, COMMUNICATE, SUGGEST, OR REPRESENT TO ANY THIRD PARTY OTHERWISE. 6.6 LIMITATION OF LIABILITY. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE GSA, OR ANY DSA OR DVA, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY SPECIAL, INDIRECT, PUNITIVE, CONSEQUENTIAL, OR CONTINGENT DAMAGES, WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH EXCLUDED DAMAGES. ARTICLE 7 INDEMNITIES 7.1 INDEMNIFICATION - PERFORMANCE OF AGREEMENT. * (The "Indemnifying Party") shall indemnify, defend, and hold * harmless from and against any and all claims, suits, losses, and liabilities or portions thereof and the associated costs and expense, including attorneys' fees, to the extent awarded by a court of competent jurisdiction or pursuant to a settlement, caused in * Material has been omitted and filed separately with the Commission. - 24 - CONFIDENTIAL TREATMENT REQUESTED whole or in part by the breach by the Indemnifying Party of any term or provision of this Agreement or any DSA or DVA, or any negligent, grossly negligent or intentional acts, errors, or omissions by the Indemnifying Party, its employees, officers, agents or representatives in the performance of this Agreement or any DSA or DVA. 7.2 INDEMNIFICATION - INFRINGEMENT/MISAPPROPRIATION. In the event that * is charged with infringement, misappropriation or other violation of any third-party's IP Rights as a result of any IP Rights licensed by * under this Agreement or any DSA or DVA, but not including the Third Party Applications, * shall have the sole responsibility to: (a) defend against any such claim at its sole expense, and (b) account for any injury, loss, or damage, of any kind or nature, or any other liability incurred by or imposed upon * charged with infringement or misappropriation. Notwithstanding the foregoing and the priority of agreements provision of Section 1.3 of the GSA, Kinetics' indemnification duty relating to its supply obligations will be governed by the GSA. 7.3 INDEMNIFICATION/DUTY TO DEFEND SET-OFF. If a claim of infringement, misappropriation or other violation is made by a third party as a result of Kinetics' performance pursuant to this Agreement and Applied incurs expenses in connection with the defense of such matter as a result of Kinetics' failure to comply with its obligations set forth in Sections 7.1 and 7.2, Applied may apply up to fifty percent (50%) of any future royalties that otherwise may be payable to Kinetics hereunder in order to recover such expenses. * Material has been omitted and filed separately with the Commission. - 25 - CONFIDENTIAL TREATMENT REQUESTED 7.4 INDEMNIFIED PARTY'S OBLIGATIONS. In connection with any indemnity provided under this Agreement, the indemnified Party shall (a) provide reasonable cooperation and assistance to the indemnifying Party; and (b) provide prompt written notice of any claim that would trigger an indemnity obligation. The indemnifying Party will not be responsible for any obligation under any settlement agreement entered into without the indemnifying Party's consent. ARTICLE 8 GENERAL PROVISIONS 8.1 ENTIRE AGREEMENT. This instrument, including the exhibits and schedules hereto, sets forth the entire agreement between the Parties and merges and supersedes any and all previous agreements, understandings and negotiations between the Parties as to such subject matter, except for the GSA executed concurrently herewith. The GSA shall determine the priority of provisions amongst this Agreement, the GSA and each DSA and Development Services Agreement in the event of inconsistency among them. Any representation, promise, or condition in connection with such subject matter that is not incorporated in this instrument shall not be binding upon either Party. This Agreement may not be amended, modified or supplemented by the Parties in any manner, except by an instrument in writing signed by the Parties. 8.2 SUCCESSION AND ASSIGNMENT. (a) This Agreement shall be binding upon and inure to the benefit of each of the Parties and its respective permitted successors and permitted assigns. Neither Kinetics nor Applied shall assign or transfer to another person this Agreement, or its rights, interests or obligations under this Agreement, in whole or in part, whether voluntarily or by operation of law, (i) without the prior express written consent of the other party, or (ii) under and in accordance - 26 - CONFIDENTIAL TREATMENT REQUESTED with the requirements set out in Article 17 of Exhibit 1 to the GSA, which Article is incorporated herein by this reference to apply to this Agreement. (b) If a Party assigns or transfers the GSA, or permits the GSA to vest in another, in whole or in part, pursuant to any transaction in accordance with the provisions of the GSA, then that Party shall also assign, transfer or cause to vest in such other person, this Agreement, in whole or in like part. (c) Except as permitted and as provided in or under Sections 8.2 (a) and (b) above, neither Party may assign, transfer or permit this Agreement or any rights or obligations hereunder to vest in any other person, in whole or in part, without the express prior written consent of the other. (d) With prior notice to and express written consent by Applied (which may be included as part of a DSA or DVA), Kinetics may, solely for the purpose of providing Design or Development Services to Applied, delegate part, but not all, of its obligations hereunder, and may assign and sublicense part but not all of its rights hereunder, to an Affiliate of Kinetics if Kinetics remains primarily, or equally with the Affiliate, obligated for performance of all of Kinetics' obligations as a party to this Agreement and the Affiliate agrees in writing to be bound by the terms and conditions of this Agreement. (e) Any assignment, transfer or vesting of this Agreement not made in compliance with and approved as required under this Section shall be void and, at the option of the other Party, may be deemed a breach of and default under this Agreement. 8.3 EXPORT REGULATION. The Parties will not knowingly export directly or indirectly, any technology or know-how to any countries, agencies, groups or companies prohibited by the - 27 - CONFIDENTIAL TREATMENT REQUESTED United States Department of Commerce or United States Department of State unless prior authorization is obtained. 8.4 RULES OF CONSTRUCTION. Capitalized terms used herein shall have the meaning assigned to them by the definitions in Article 2. Additionally, the singular includes the plural and the plural includes the singular; words importing any genders include the other gender; references to "writing" include printing, typing, lithography and any other means of reproducing words in tangible, visible form; references to articles, section (or any subdivision of sections), schedules and exhibits are to those of this Agreement, unless otherwise indicated; the words "hereof," "hereunder," "herein," and any other words of similar import refer to this Agreement, including its schedules and exhibits; and the word "including," when used in this Agreement, is not intended to be exclusive and, in all cases, means "including without limitation". The headings contained in this Agreement are intended for reference only and shall not be referred to in the interpretation of this Agreement. 8.5 ATTORNEYS' FEES. If either Party seeks to enforce its rights under this Agreement by legal proceedings or otherwise, the non-prevailing Party shall pay all costs and expenses, including reasonable attorneys' fees, incurred by the prevailing Party. 8.6 GENERAL PROVISIONS. The following provisions of the GSA and of Exhibit 1 of the GSA are incorporated into this Agreement by reference, provided that references in such provisions to the "Agreement" shall, when used herein, be references to this Amended and Restated Intellectual Property Agreement: (i) Article 11 of Exhibit 1 to the GSA, entitled "Applicable Law, Consent to Jurisdiction and Venue." (ii) Article 23 of Exhibit 1 to the GSA, entitled "Force Majeure." (iii) Section 9.1 of the GSA, entitled "Independent Contractor." - 28 - CONFIDENTIAL TREATMENT REQUESTED (iv) Section 9.2 of the GSA, entitled "No Third Party Beneficiary." (v) Section 9.3 of the GSA, entitled "Severability." (vi) Section 9.4 of the GSA, entitled "Waiver." (vii) Section 9.6 of the GSA, entitled "Execution." (viii) Section 10 of the GSA, entitled "Representations and Warranties of the Parties." (ix) Section 1.2.2 of the GSA, entitled "Notices." (x) Article 17 of Exhibit 1 to the GSA, entitled "Assignment and Succession", pursuant to Section 8.2 of this Agreement IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the date set forth below to be effective as of the Effective Date. APPLIED MATERIALS, INC. By: /s/ Paul Hohlstein ------------------------------------------ Name: Paul Hohlstein ------------------------------------------ Title: Vice President --------------------------------------- Date: 5/21/02 ---------------------------------------- KINETICS FLUID SYSTEMS, INC. By: /s/ Dan Rubin ------------------------------------------ Name: Dan Rubin ---------------------------------------- Title: Vice President --------------------------------------- Date: 5/21/02 ---------------------------------------- - 29 - CONFIDENTIAL TREATMENT REQUESTED SCHEDULES - 30 - CONFIDENTIAL TREATMENT REQUESTED SCHEDULE 2.8 APPLIED FDS PRE-EXISTING IP APPLIED FDS CONFIDENTIAL INFORMATION 1. Confidential Information with respect to: (a) * fixture hardware and test fixture hardware that is based upon *; and (b) "Current TF Software", as defined in GSA Section 4.2.3(c), being all software used, as of the Effective Date, in the testing operation of all * and test fixtures listed in GSA Schedules 4.2.2(a), (c) and (d). 2. Confidential Information with respect to *. 3. Confidential Information with respect to process *. 4. Confidential Information with respect to *. 5. Confidential Information embodied in the documentation related to Items 1-8. 6. Confidential Information embodied in the * drawings, * procedures, * and engineering change orders related to the * Applied Fluid Delivery Systems. 7. Confidential Information embodied in the Applied Software and Databases listed below. APPLIED FDS TRADEMARKS "APPLIED MATERIALS", including U.S. Trademark Regs. No. 1,980,572 and No. 1,943,850 Stylized "A" and "APPLIED MATERIALS", including U.S. Trademark Regs. No. 1,690,615 and No. 1,588,182 Stylized "A", including U.S. Trademark Reg. No. 1,549,863 "AMAT" (unregistered) APPLIED COPYRIGHTS Copyrights, whether or not registered, related to Applied-owned Documentation and, as appropriate, to Applied's Databases. * Material has been omitted and filed separately with the Commission. - 31 - CONFIDENTIAL TREATMENT REQUESTED APPLIED'S SOFTWARE AND DATABASES: A. In-House Developed * * B. In-House *and * * C. Test Fixture Software All "Current TF Software", as defined in GSA Section 4.2.3(c), being all software used, as of the Effective Date, in the testing operation of all test fixtures listed in GSA Schedules 4.2.2(a), (c) and (d). * Material has been omitted and filed separately with the Commission. - 32 - CONFIDENTIAL TREATMENT REQUESTED SCHEDULE 2.33 KINETICS PRE-EXISTING IP PATENTS AND PATENT APPLICATIONS: PATENTS OWNED BY KINETICS FLUID SYSTEMS, INC.

- 33 - CONFIDENTIAL TREATMENT REQUESTED I0294/7006PCT Building Blocks PCT PCT/US97/2 11/19/1997 WO 6/11/1998 Jeffrey R. foreign filing for Integrated 1327 98/25058 Markulec off Gas Panel et al US#5,836,355; "IGS" modular blocks (long bolts); Building Blocks U.S.A 08/760,150 12/3/1996 5,836,355 11/17/1998 Jeffrey R. variations upon for Integrated Markulec Insync "IGS" Gas Panel et al style multiple block modular substrates on two planes; I0294/7006 Building Blocks U.S.A 08/931,060 9/15/1997 6,302,141 10/16/2001 Jeffrey R. Insync "IGS" for Integrated Markulec style multiple Gas Panel et al block modular substrates on two planes; Improved U.S.A 08/672,826 6/28/1996 Benjamin Compression Seal Strong, Dennis Rex MFC - Quick PCT PCT/US96/0 4/4/1996 Benjamin Change Method 4708 Strong, and Apparatus Frank Balma, Brent Elliot, Michael Green MFC - Quick U.S.A 08/437/093 5/5/1995 Benjamin Change Method Strong, and Apparatus Frank Balma, Brent Elliot, Michael Green I0294/7005EP Mounting Plane EP 98925252.3 6/4/1998 PCT/US98 1/21/1999 Jeffrey R. foreign filing For Integrated 115474 Markulec, for US#6,231,260; Gas Panel WO99/028 Dennis G. "Versaplane" 67 Rex, modular gas panel Richard E. mounting plate; Schuster, Brent D. Elliot

- 34 - CONFIDENTIAL TREATMENT REQUESTED I0294/7005JP Mounting Plane Japan 2000-502327 Jeffrey R. foreign filing For Integrated Markulec, for US#6,231,260; Gas Panel Dennis G. "Versaplane" Rex, modular gas panel Richard E. mounting plate; Schuster, Brent D. Elliot I0294/7005KR Mounting Plane Korea Jeffrey R. foreign filing For Integrated Markulec, for US#6,231,260; Gas Panel Dennis G. "Versaplane" Rex, modular gas panel Richard E. mounting plate; Schuster, Brent D. Elliot I0294/7005PCT Mounting Plane PCT PCT/US598/ 6/4/1998 WO99/028 01/25/199 Jeffrey R. foreign filing For Integrated 11574 67 Markulec, for US#6,231,260; Gas Panel Dennis G. "Versaplane" Rex, modular gas panel Richard E. mounting plate; Schuster, Brent D. Elliot I0294/7005 Mounting Plane U.S.A 08/893,773 7/11/1997 6,231,260 5/15/2001 Jeffrey R. "Versaplane" For Integrated Markulec, mounting plate; Gas Panel Dennis G. Rex, Richard E. Schuster, Brent D. Elliot I0294/7007CA Sieve Like Canada ###-###-#### 3/31/1999 foreign filing Structure for for US#6,158,454; Fluid Flow venting modular Through backplance; Structural Arrangement I0294/7007CN Sieve Like China 99807334.2 foreign filing Structure for for US#6,158,454; Fluid Flow venting modular Through backplance; Structural Arrangement I0294/7007EP Sieve Like EP PCT99914326.6 foreign filing Structure for Pursuant to for US#6,158,454; Fluid Flow PCT/US99/07223 venting modular Through backplance; Structural Arrangement

- 35 - CONFIDENTIAL TREATMENT REQUESTED I0294/7007JP Sieve Like JP PCT99914326.6 foreign filing Structure for Pursuant to for US#6,158,454; Fluid Flow PCT/US99/07223 venting modular Through backplance; Structural Arrangement I0294/7007KR Sieve Like KR 2000 ###-###-#### foreign filing Structure for for US#6,158,454; Fluid Flow venting modular Through backplance; Structural Arrangement I0294/7007PCT Sieve Like PCT PCT/US99/0 3/31/1999 WO99/531 10/21/1999 foreign filing Structure for 7223 15 for US#6,158,454; Fluid Flow venting modular Through backplance; Structural Arrangement I0294/7007 Sieve Like U.S.A 09/060,519 4/14/1998 6,158,454 12/12/2000 Michael J. mounting plate Structure for Duret, design allowing Fluid Flow Erin Martin exhaust air to Through HasenKamp, sweep past Structural Jeffrey R. mechanical seals Arrangement Markulec, of surface Dennis G. mounted modular Rex, components; Richard E. Schuster I0294/7008TW System Of Taiwan 89125954 12/6/2000 foreign filing Modular based on US for US#6,283,155; Substrates For 09/456,226 "K.1" modular Enabling The (1.5"); Distribution of Process Fluids Thorough Removable Components I0294/7008 System Of U.S.A 09/456,226 12/6/1999 6,283,155 9/4/2001 Kim Ngoc "K.1" modular Modular Vu substrates (1.5" Substrates For wide) using Enabling The internal seal to Distribution of avoid welded Process Fluids caps; Thorough Removable Components

- 36 - CONFIDENTIAL TREATMENT REQUESTED I0294/7008WO System Of WO PCT/US00/4 12/6/2000 WO foreign filing Modular 2589 based 01/42694 for US#6,283,155; Substrates For on US "K.1" modular Enabling The 09/456,226 (1.5"); Distribution of Process Fluids Thorough Removable Components I0294/7008 System of USA 09/456,226 12/6/1999 Kim Ngoc "K.1" modular Modular Vu (1.5") no-welds Substrates of substrates; Enabling the Distribution of Process Fluids Through Removable Components I0294/7008TW System of Taiwan 09/456,226 12/6/1999 Kim Ngoc "K.1" modular Modular Vu (1.5") no-welds Substrates of substrates; Enabling the Distribution of Process Fluids Through Removable Components

PATENTS OWNED BY UNIT INSTRUMENTS, INC. (KINETICS FLUID SYSTEMS, INC HAS RIGHTS TO THESE PATENTS.) Welded USA 09/398,302 9/20/1999 6,125,887 10/3/2000 James V. modular substrate Interconnection Pinto system which Modules For High combines Purity Fluid individual Flow Control component station Applications with orbitally welded elbow-tee- cross-etc. as single part Torque Tight USA 501682 7/12/1995 5,524,936 6/11/1996 Barr mechanism to Locking Device et. al. prevent VCR fittings from loosening through vibration or chained assembly sequence U0128/7000EP Manifold System EP 99933722.3 Kim N. Vu foreign filing of Removable et al. for US#tbd; Components For flanged modular Distribution Of substrates-k1s Fluids ETC.;
- 37 - CONFIDENTIAL TREATMENT REQUESTED U0128/7000JP Manifold System Japan 2000-229369 1/16/2001 Kim N. Vu foreign filing of Removable et al. for US#tbd; Components For flanged modular Distribution Of substrates-k1s Fluids ETC.; U0128/7000KR Manifold System Korea 10-2001- 11/8/2001 Kim N. Vu foreign filing of Removable 700024 et al. for US#tbd; Components For flanged modular Distribution Of substrates-k1s Fluids ETC.; U0128/7000 Manifold System USA 09/111,999 7/8/1998 GRANTED Eric J. covers individual of Removable Redemann, modular Components For Kim N. Vu, substrates with Distribution Of and David overlapping Fluids P. Sheriff flange interconnections; Z-Cubes, K1S, K1H, etc. U0128/7000WO Manifold System WO PCT/US99/ 07/7/99 Kim N. Vu foreign filing UNI/001WO of Removable 15272 01/13/99 et al. for US#tbd; Components For 09/229,722 flanged modular Distribution Of substrates-K1S, Fluids etc.; U0128/7001 Manifold System USA 09/229,722 1/13/1999 Eric J. covers individual of Removable Redemann, modular Components For Kim N. Vu, substrates with Distribution Of and David tongue & pocket Fluids P. Sheriff interconnections; Z-Cubes, K1S, K1H, etc. U0128/7006EP Gas Panel EP 97913896.3 5/12/1999 Eric J. foreign filing Redemann, for US#5,992,463; Kim N. Vu panel of long monolithic substrates; U0128/7006JP Gas Panel Japan 522,597/1998 10/29/1997 Eric J. foreign filing Redemann, for US#5,992,463; Kim N. Vu panel of long monolithic substrates; U0128/7006TW Gas Panel Taiwan 86116147 10/30/1997 122,473 10/29/2000 Eric J. foreign filing Redemann, for US#5,992,463; Kim N. Vu panel of long monolithic substrates

- 38 - CONFIDENTIAL TREATMENT REQUESTED U0128/7006KR Gas Panel Korea ###-###-####/19 10/29/1997 Eric J. foreign filing 99 Redemann, for US#5,992,463; Kim N. Vu panel of long monolithic substrates; U0128/7006 Gas Panel USA 08/739,936 10/30/1996 5,992,463 11/30/1999 Redemann, panel of long Kim N. Vu monolithic substrates; U0128/7009 Gas Panel USA 09/371,408 8/10/1999 6,192,938 2/27/2001 Eric J. similar to Redemann, US#5,992,463 Kim N. Vu individual gas string using long substrate; also covers super component; U0128/7010 Gas Panel USA 09/371,655 8/10/1999 6,189,570 2/20/2001 Eric J. similar to Redemann, US#5,992,463 Kim N. Vu panel of multiple long substrates; U0128/7011 Gas Panel USA 09/371,659 8/10/1999 6,142,539 11/7/2000 Eric J. covers any Redemann, modular component Kim N. Vu base with combination of inlet & outlet seals with keeper and retained screws; U0128/7012CA Gas Panel Canada 2,307,663 10/28/1998 Eric J. foreign filing Redemann, for Kim N. Vu US#6,293,310B1; "V" channel under bridging components; U0128/7012CN Gas Panel China 98811585.9 5/26/2000 Eric J. foreign filing Redemann, for Kim N. Vu US#6,293,310B1; "V" channel under bridging components; U0128/7012EP Gas Panel EP 98,956,297 10/28/1998 Eric J. foreign filing Murgitroyd & Co. Redemann, for File No. P26089 Kim N. Vu US#6,293,310B1; "V" channel under bridging components; U0128/7012EP Gas Panel EP/ 1,102,387 10/28/1998 Eric J. foreign filing Murgitroyd & Co. HONG KONG Redemann, for File No. P26089 Kim N. Vu US#6,293,310B1; "V" channel under bridging components;

- 39 - CONFIDENTIAL TREATMENT REQUESTED U0128/7012JP Gas Panel Japan Eric J. foreign filing Redemann, for Kim N. Vu US#6,293,310B1; "V" channel under bridging components; U0128/7012KR Gas Panel Korea 10-2000- 10/28/1998 Eric J. foreign filing ###-###-#### Redemann, for Kim N. Vu US#6,293,310B1; "V" channel under bridging components; U0128/7012MX Gas Panel Mexico 4,198 4/28/2000 Eric J. foreign filing Redemann, for Kim N. Vu US#6,293,310B1; "V" channel under bridging components; U0128/7012PCT Gas Panel PCT PCT/US98/ 10/28/1998 Eric J. foreign filing 22912 Redemann, for Kim N. Vu US#6,293,310B1; "V" channel under bridging components; U0128/7012PCL Gas Panel HK 1102386.7 Eric J. foreign filing Redemann, for Kim N. Vu US#6,293,310B1; "V" channel under bridging components; U0128/7012 Gas Panel USA 08/960,464 10/29/1997 6,293,310 9/25/2001 Eric J. covers small Redemann, individual Kim N. Vu modular substrates having "V" channel under bridging components; U0128/7018 Gas Panel USA 09/732,435 12/7/2000 Eric J. covers Redemann, incorporating Kim N. Vu moisture sensor into gas path defined by modular substrate architecture; U0128/7019 Gas Panel USA 09/732,434 12/7/2000 Eric J. covers using Redemann, prepackaged Kim N. Vu components with seals + keeper + screws;

- 40 - CONFIDENTIAL TREATMENT REQUESTED U0128/7026 Fluid Flow USA 60/291,430 Provisional Kim Ngoc early approaches System Application Vu to "super- 05/16/2001 component" shown to AMAT under NDA; U0128/7028 Gas Panel USA ###-###-#### 8/23/2001 Redemann, covers components Kim N. Vu bridging between substrates- applicable to both MFCs & parts on K1S, etc.;

- 41 - CONFIDENTIAL TREATMENT REQUESTED CONFIDENTIAL INFORMATION: 1. Surface Passivation Know-how associated with polishing and passivation of fluid delivery stainless steel surfaces by mechanical, chemical and electromechanical means. 2. Machining and Surface Finishing Processes (a) counterbore creation/finish (b) circular pattern workhardening (c) no-lap sharp edge (d) Z-Bloc component & substrate process sequences (e) Plug/cap methods for long drilled passages 3. Proprietary skills and know-how related to: (a) computerized solid modeling design techniques; (b) orbital and TIG welding of corrosion resistant metals, including design of welding hardware and tooling; (c) assembling fluid handling items composed of various polymers; (d) functional test and commissioning of fluid handling subsystems; (e) apparatus for intentionally inducing a phase change within fluids being transported; and (f) databases & libraries of components and methods for making facility connections to semiconductor process tools and means for speeding field fabrication of same. 4. Confidential Information embodied in the software, databases and documents listed below. COPYRIGHTS: 1. "GasWare" - software that takes a FDS schematic and creates a BOM and model for that FDS. 2. "FabWare" - a database of information relating to connections between semiconductor fabrication tooling and facilities. 3. "Manufacturing Scheduling" software. 4. Other software and documents created by Kinetics (including its employees and consultants) related to Current Applied FDS or Current Applied FDS Technology. - 42 - CONFIDENTIAL TREATMENT REQUESTED SCHEDULE 2.38 THIRD PARTY APPLICATIONS A. Customized Applications ORACLE PDM MM 3000 GPSI B. Off-the-Shelf Applications SMS Interwise (LEAP training) Reflection Lotus Notes Netscape Navigator Microsoft Windows NT Microsoft Office (no access) McAfee VirusScan BoKs C. Netscape Plug Ins Jinitiator (Oracle plug-in for LEAP) Brio Macromedia Shockwave author.exe Macromedia Shockwave dir/flash.exe Install from the Web Real Player WinZip Adobe Acrobat Plug-in MS Agent Plug-in D. Additional (Non-Core Image) Applications Autoview Fastlook - 43 - CONFIDENTIAL TREATMENT REQUESTED SCHEDULE 3.5.1 -- DESIGN SOW DESIGN SERVICES STATEMENT OF WORK This Design Services Statement of Work ("Design SOW") is entered into as of ___________ ("Design SOW Effective Date") by and between Applied Materials, Inc., a Delaware corporation having offices located in Santa Clara, CA ("Applied") and Kinetics Fluid Systems, Inc., a California corporation having offices located in Santa Clara, CA ("Kinetics") (collectively the "Parties"). This Design SOW is entered into by and between the Parties under and pursuant to the Intellectual Property Agreement between the Parties with an effective date of ______________, 2001 ("IPA"). This Design SOW incorporates the terms of the IPA and of the Global Supply Agreement between the Parties with an effective date of June 1, 2002 ("GSA"). In the event (and to the extent) of conflict between this Design SOW and the related Purchase Order, then this Design SOW shall take precedence over the Purchase Order, except to the extent that this Design SOW expressly states that the Purchase Order shall take precedence. [PARTIES TO INSERT A DESCRIPTION OF: (i) THE SCOPE OF THE DESIGN SERVICES TO BE PROVIDED, (ii) A SPECIFICATION FOR EACH DELIVERABLE, (iii) ANY DELIVERY DUE DATES FOR EACH DELIVERABLE, (iv) THE AMOUNT OR METHOD OF CALCULATION OF ANY FEES PAYABLE, AND (v) PAYMENT DUE DATES.] Each of the parties hereto has caused this Agreement to be executed by its duly authorized officer or representative as of the Design SOW Effective Date set forth above. APPLIED MATERIALS, INC. KINETICS FLUID SYSTEMS, INC. By: By: Signature: Signature: -------------------------- ---------------------------- Printed Name: Printed Name: ----------------------- ------------------------ Title: Title: ------------------------------ ------------------------------- Date: Date: ------------------------------- -------------------------------- - 44 - CONFIDENTIAL TREATMENT REQUESTED SCHEDULE 4.4 KINETICS EMPLOYEE JOINDER I am an employee, agent, contractor or representative of Kinetics Fluid Systems, Inc. ("KINETICS"). Kinetics has entered into agreements with Applied Materials, Inc. ("APPLIED") under which Kinetics will manufacture fluid delivery systems for Applied. As part of that relationship, Applied will disclose its Confidential Information (defined below) to Kinetics, and Kinetics will disclose the Confidential Information to those Kinetics employees, agents, contractors and representatives who must receive the information to perform under the agreements. Applied and Kinetics have agreed to protect the confidentiality of each other's Confidential Information and, as part of this agreement, have agreed to have those employees, agents, contractors and representatives that receive Confidential Information review and agree to the following undertakings regarding the Confidential Information: 1 DEFINITION. Confidential Information means all non-public, proprietary information of, or disclosed by, Applied that, from time-to-time, may be acquired by Kinetics from Applied and that is related to the fluid delivery systems being manufactured by Kinetics for Applied pursuant to the Global Supply Agreement between Applied and Kinetics. The Confidential Information may be in any form, medium, state or condition, inclusive of information that is embodied in a product or tangible item or that is intangible, whether disclosed in oral, written, graphic, machine recognizable (including computer programs, algorithms or databases), model or sample form or any derivation thereof. Notwithstanding the above, Confidential Information does not include information: (i) of which Kinetics was rightfully in possession prior to disclosure, as evidenced by appropriate documentation; (ii) that was independently developed by employees or agents of Kinetics without use of Confidential Information provided by Applied hereunder; (iii) that Kinetics rightfully receives from a third party not owing a duty of confidentiality to Applied; (iv) that becomes publicly available without fault of Kinetics; or (v) whose disclosure is required by order of a court or government authority, provided that Applied shall have been given timely notice of such requirement and that Kinetics shall cooperate with Applied to limit the scope and effect of such order. 2 CONFIDENTIALITY OBLIGATIONS. I will hold Applied's Confidential Information in strictest confidence for five (5) years after receipt, using such measures as Kinetics uses to protect the confidentiality of its own Confidential Information of like importance, but in no event using less than reasonable care. I will not disclose any Confidential Information, other than to other Kinetics employees, consultants, agents and representatives who have a need to know the Confidential Information in order to perform the agreements between Kinetics and Applied. I - 45 - CONFIDENTIAL TREATMENT REQUESTED will not disclose any Confidential Information to any Kinetics Group company other than Kinetics Fluid Systems, Inc., unless I am specifically advised by Kinetics that such disclosure has been permitted by Applied. I will use the Confidential Information solely to perform the activities contemplated by the agreements between Kinetics and Applied. 3 IDENTIFICATION AS CONFIDENTIAL. Unless such information is disclosed orally, Confidential Information shall be designated as such by an appropriate legend, such as "Kinetics Confidential" or "Applied Confidential". Confidential Information that is disclosed orally shall be identified as confidential before or at the time of disclosure, and shall be confirmed as confidential in a written notice given within thirty (30) days after such oral disclosure. Such notice must contain a reasonable summary of the orally disclosed Confidential Information and a statement to the effect that such information is Confidential Information. 4 REMEDIES. I acknowledge and agree that money damages above will not be an adequate remedy for any breach of the obligations set forth herein. Accordingly, I agree that Applied may be irreparably harmed and shall be entitled to seek injunctive relief, including a temporary or preliminary injunction or a permanent injunction, or to any other appropriate relief to restrain or redress any breach or threatened breach of confidentiality, in addition to any other remedies Applied may have in law or equity. 5 VISUAL INFORMATION. I acknowledge that, in order for Kinetics to perform its obligations related to the manufacture of fluid delivery systems for Applied, I may access to Applied Confidential Information stored within and presented by Applied's computer system or as a result of access to and presence on Applied facilities ("VISUAL INFORMATION"). The Visual Information will include both gas panel and non-gas panel Confidential Information. I will only access, use or disclose any Visual Information as necessary to manufacture Fluid Delivery Systems pursuant to the Global Supply Agreement between Applied and Kinetics. I have read, and I understand and agree to be bound by, the confidentiality terms set forth above. - ------------------------- (Signature) - ------------------------- (Printed name) - ------------------------- (Date) - 46 - CONFIDENTIAL TREATMENT REQUESTED APPLIED EMPLOYEE JOINDER I am an employee, agent, contractor or representative of Applied Materials, Inc. ("APPLIED"). Applied has entered into agreements with Kinetics Fluid Systems, Inc. ("KINETICS") under which Kinetics will manufacture fluid delivery systems for Applied. As part of that relationship, Kinetics will disclose its Confidential Information (defined below) to Applied, and Applied will disclose the Confidential Information to those Applied employees, agents, contractors and representatives who must receive the information to perform under the agreements. Applied and Kinetics have agreed to protect the confidentiality of each other's Confidential Information and, as part of this agreement, have agreed to have those employees, agents, contractors and representatives that receive Confidential Information review and agree to the following undertakings regarding the Confidential Information: 1 DEFINITION. Confidential Information means all non-public, proprietary information of, or disclosed by, Kinetics that, from time-to-time, may be acquired by Applied from Kinetics and that is related to the fluid delivery systems being manufactured by Kinetics for Applied pursuant to the Global Supply Agreement between Applied and Kinetics. The Confidential Information may be in any form, medium, state or condition, inclusive of information that is embodied in a product or tangible item or that is intangible, whether disclosed in oral, written, graphic, machine recognizable (including computer programs, algorithms or databases), model or sample form or any derivation thereof. Notwithstanding the above, Confidential Information does not include information: (i) of which Applied was rightfully in possession prior to disclosure, as evidenced by appropriate documentation; (ii) that was independently developed by employees or agents of Applied without use of Confidential Information provided by Kinetics hereunder; (iii) that Applied rightfully receives from a third party not owing a duty of confidentiality to Kinetics; (iv) that becomes publicly available without fault of Applied; or (v) whose disclosure is required by order of a court or government authority, provided that Kinetics shall have been given timely notice of such requirement and that Applied shall cooperate with Kinetics to limit the scope and effect of such order. 2 CONFIDENTIALITY OBLIGATIONS. I will hold the Kinetics' Confidential Information in strictest confidence for five (5) years after receipt, using such measures as Applied uses to protect the confidentiality of its own Confidential Information of like importance, but in no event using less than reasonable care. I will not disclose any Confidential Information, other than to other Applied employees, consultants, agents and representatives who have a need to know the Confidential Information in order to perform the agreements between Kinetics and Applied. I - 47 - CONFIDENTIAL TREATMENT REQUESTED will use the Confidential Information solely to perform the activities contemplated by the agreements between Kinetics and Applied. 3 IDENTIFICATION AS CONFIDENTIAL. Unless such information is disclosed orally, Confidential Information shall be designated as such by an appropriate legend, such as "Kinetics Confidential" or "Applied Confidential". Confidential Information that is disclosed orally shall be identified as confidential before or at the time of disclosure, and shall be confirmed as confidential in a written notice given within thirty (30) days after such oral disclosure. Such notice must contain a reasonable summary of the orally disclosed Confidential Information and a statement to the effect that such information is Confidential Information. 4 REMEDIES. I acknowledge and agree that money damages above will not be an adequate remedy for any breach of the obligations set forth herein. Accordingly, I agree that Kinetics may be irreparably harmed and shall be entitled to seek injunctive relief, including a temporary or preliminary injunction or a permanent injunction, or to any other appropriate relief to restrain or redress any breach or threatened breach of confidentiality, in addition to any other remedies Kinetics may have in law or equity. I have read, and I understand and agree to be bound by, the confidentiality terms set forth above. - ------------------------- (Signature) - ------------------------- (Printed name) - ------------------------- (Date) - 48 -