MEMBRANE MANUFACTURE AND SUPPLY TRANSITION AGREEMENT

EMD Millipore Equipment. All right, title and interest in and to any equipment other than the Entegris Equipment used in the manufacture of Flat Sheet UPE Membranes, including the EMD Millipore Equipment listed on Attachment 1 hereto, currently used in such manufacture is solely owned by EMD Millipore.

Entegris Equipment. All right, title and interest in and to the major equipment listed on Attachment 2 hereto which is currently used in the manufacture of Flat Sheet UPE Membranes, and which is currently located in the Premises, is solely owned by Entegris.

EMD Millipore shall be entitled to reduce the amount specified in a 3 Month Forecast without penalty or other charge if the written change notice is received by Entegris prior to the requested lot of EMD Millipore Flat Sheet UPE Membrane being extruded.

Within ten (10) days after receipt of each One Year Forecast, Entegris will provide a non-binding, good faith projection of its Flat Sheet UPE Membrane manufacturing volume (broken down between EMD Millipore Flat Sheet UPE Membrane, Entegris Flat Sheet UPE Membrane and Entegris Treated Flat Sheet UPE Membrane), by calendar quarter, for the upcoming four calendar quarters. This information will be used by EMD Millipore for budgeting of resources and revenue, and for the determination of budgeted Machine Hourly Rates for purposes of Section 4.5.

Payment of Invoices. All amounts payable by either Party to the other pursuant to this Agreement, except for amounts payable as Rent, shall be payable within forty-five (45) days following the later of (i) receipt of EMD Millipore Flat Sheet UPE Membranes ordered hereunder, performance of services or Machine usage, and (ii) receipt of invoice. All payments shall be made in U.S. Dollars. Any late payments shall be subject to interest at a rate of three percent (3%) per annum.

All EMD Millipore Flat Sheet UPE Membranes supplied hereunder shall conform to the Specifications, as such Specifications may be amended by mutual agreement of the Parties;

Subject to the tolerances set forth in Entegris Test Specification #0008393TS relating to visual quality, all EMD Millipore Flat Sheet UPE Membranes supplied hereunder shall be free of defects in materials and workmanship; and

Entegris will abide by all applicable laws and regulations in manufacturing and supplying EMD Millipore Flat Sheet UPE Membranes pursuant to this Agreement.

In the event of a breach of the foregoing warranties, the Entegris’ sole obligation to EMD Millipore shall be to replace, if possible through the use of commercially reasonable efforts, any non-conforming EMD Millipore UPE Flat Sheet Membranes; if such replacement is not possible, then Entegris shall refund the purchase price for any non-conforming EMD Millipore UPE Flat Sheet Membranes.

ENTEGRIS MAKES NO OTHER WARRANTY, EXPRESSED OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. FURTHERMORE, ENTEGRIS SHALL NOT BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL OR ANY OTHER INDIRECT DAMAGES RESULTING FROM ECONOMIC LOSS OR PROPERTY DAMAGE SUSTAINED BY EMD MILLIPORE FROM THE USE OF THE EMD MILLIPORE FLAT SHEET UPE MEMBRANES.

Entegris agrees to indemnify and hold harmless EMD Millipore from and against any claim or legal action by a third party against it (including reasonable attorneys’ fees associated therewith) based on damages incurred as a result of property damages, personal injury or death, to the proportionate extent arising from a breach of any of the above warranties of Entegris.

Without limiting any other rights or remedies that EMD Millipore may have, if EMD Millipore determines that delivered EMD Millipore Flat Sheet UPE Membranes do not conform to the Specifications for such EMD Millipore Flat Sheet UPE Membranes, then EMD Millipore may reject or withdraw its acceptance thereof and shall notify Entegris in writing of such nonconformity or error within thirty (30) days following receipt of such EMD Millipore Flat Sheet UPE Membranes. EMD Millipore may subject any EMD Millipore Flat Sheet UPE Membrane to internal testing for purposes of determining conformity to Specifications. Entegris shall have fifteen (15) days following receipt of written notice of nonconformity or error to replace nonconforming EMD Millipore Flat Sheet UPE Membranes at the expense of Entegris. If so directed by Entegris, EMD Millipore shall return nonconforming EMD Millipore Flat Sheet UPE Membranes to Entegris’ manufacturing facilities, at Entegris’ expense and using such carrier and such delivery dates and terms as Entegris shall reasonably specify.

The Parties agree to have their representatives meet at least once every three (3) months (unless otherwise agreed) to review compliance with the manufacturing, specifications, product quality, forecasting and delivery terms set forth in this Agreement, and to agree on any necessary corrective actions or modifications to the Supplement as then in effect.

Feasibility Evaluation pursuant to which Entegris will provide four (4) rolls of feasibility sample UPDP type Crosby Membrane and four (4) rolls of feasibility sample UPHP type Crosby Membrane to EMD Millipore free of charge and EMD Millipore will undertake the testing and evaluation of these feasibility samples of Crosby Membrane in accordance with the validation and qualification testing protocols referred to under the heading “1. Feasibility Evaluation Stage” on Exhibit D hereto and will promptly provide Entegris with the test results, data and other technical information yielded by such testing by the Target specified in such section of Exhibit D, or sooner if reasonably possible. In the event that EMD Millipore requires additional quantities of feasibility sample Crosby

Operational Qualification during which Entegris will provide to EMD Millipore operational qualification samples of UPDP type Crosby Membrane and operational qualification samples of UPHP type Crosby Membrane in each of the four Specification range conditions specified under the heading “2. Operational Qualification Stage” on Exhibit D hereto. EMD Millipore will undertake the testing and evaluation of these operational samples of Crosby Membrane in accordance with the validation and qualification testing protocols referred to under the heading “2. Operational Qualification Stage” on Exhibit D hereto and will use commercially reasonable efforts to promptly provide Entegris with the test results, data and other technical information yielded by such testing by the Target date specified in such section of Exhibit D. Up to 32 rolls of operational qualification samples of Crosby Membrane will be provided free of charge. In the event that EMD Millipore requires additional quantities of operational qualification sample Crosby Membrane, it shall purchase such additional quantities at the prices as provided in accordance with Exhibit A hereto; EMD Millipore will provide Entegris with regular updates concerning the testing of the operational qualification samples and will notify Entegris in writing when the Operational Qualification is complete;

Performance Qualification during which Entegris will supply and EMD Millipore agrees to purchase performance qualification samples of UPDP type Crosby Membrane and UPHP type Crosby Membrane as specified under the heading “3. Performance Qualification” on Exhibit D for testing and evaluation by EMD Millipore in accordance with the validation and qualification testing protocols referred to under the heading “3. Performance Qualification” on Exhibit D. The purchase price for such performance qualification samples of Crosby Membrane shall be as provided in accordance with Exhibit A hereto. If these tests confirm that these performance samples of Crosby Membrane meet the Specifications, they shall be deemed to be accepted by EMD Millipore as finished EMD Millipore Flat Sheet UPE Membrane; and

Notice of Qualification Completion. If EMD Millipore’s tests confirm that the performance qualification samples of Crosby Membrane meet the Specifications, then EMD Millipore will notify Entegris in writing that Performance Qualification is complete in accordance with section 3. Performance Qualification” on Exhibit D. The Parties shall then by mutual agreement establish a schedule for the beginning of commercial supply from the Crosby Drive Plant, and the termination of supply of EMD Millipore Flat Sheet UPE Membranes from the Ashby Rd. Plant .

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 EMD 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 EMD Millipore to be able to continue the manufacturing process for EMD Millipore Flat Sheet UPE Membrane immediately upon the termination of this Agreement, so as to be able to make or have made EMD Millipore Flat Sheet 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 EMD Millipore at the rates per person-hour calculated in accordance with Section 3.2 above.

EMD 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 EMD Millipore Equipment, such that Entegris can make or have made, and operate and maintain, equipment substantially equivalent or comparable to the EMD Millipore Equipment, or successfully outsource the functions performed by the EMD Millipore Equipment, in the manufacture of Flat Sheet UPE Membranes. All EMD Millipore transition assistance shall be charged to Entegris at the rates per person-hour calculated in accordance with Section 3.2 above.

in the event of a material breach by the other Party of any of the terms and conditions of this Agreement, by giving the breaching Party written notice of such breach, provided that such breach shall not have been cured within one hundred twenty (120 ) days following such notice; or,

immediately, by written notice thereof, if any of the following events or an event analogous thereto occurs:

an adjudication has been made that the other party is bankrupt or insolvent;

the other Party has made a filing to initiate bankruptcy proceedings or has had such proceedings filed against it, except as part of a bona fide scheme for reorganization;

a receiver has been appointed for all or substantially all of the property of the other Party;

the other Party has assigned or attempted to assign this Agreement for the benefit of its creditors; or

the other Party has begun any proceeding for the liquidation or winding up of its business affairs.

By EMD Millipore. EMD Millipore agrees that neither it nor any of its Affiliated Companies will (i) sell outside of the EMD Millipore Field of Use any Flat Sheet UPE Membranes, or (ii) sell any Flat Sheet UPE Membranes to any distributor, OEM manufacturer or other third party that has rights to, or that EMD Millipore or any such Affiliated Company has reason to believe will, resell such Flat Sheet UPE Membranes outside of the Millipore Field of Use or sell other products which include Flat Sheet UPE Membranes as materials or components outside of the Millipore Field of Use.

By Entegris - In the EMD Millipore Field of Use. Entegris agrees that neither it nor any of its Affiliated Companies will (i) sell into the EMD Millipore Field of Use any Flat Sheet UPE Membranes, or (ii) sell any Flat Sheet UPE Membranes to any distributor, OEM manufacturer or other third party that has rights to, or that Entegris or any such Affiliated Company has reason to believe will, resell such Flat Sheet UPE Membranes into the EMD Millipore Field of Use or sell other products which include Flat Sheet UPE Membranes as materials or components into the Millipore Field of Use.

By Entegris - Outside the Entegris Core Business. Entegris agrees that neither it nor any of its Affiliated Companies will (i) sell outside of the “Entegris Core Business” (as defined in Subsection 9.1.4 below) any of the Flat Sheet UPE Membranes designated on Exhibit A as Entegris Treated Flat Sheet UPE Membranes or any device or other product into which include such Entegris Treated Flat Sheet UPE Membranes or (ii) sell any of the Flat Sheet UPE Membranes designated on Exhibit A as Entegris Treated Flat Sheet UPE Membranes or any device or other product into which include such Entegris Treated Flat Sheet UPE Membranes to any distributor, OEM manufacturer or other third party that has rights to, or that Entegris or any such Affiliated Company has reason to believe will, resell such Entegris Treated Flat Sheet UPE Membranes or any such device or other product outside of such Entegris Core Business or sell other products which include such Entegris Treated Flat Sheet UPE Membranes as materials or components outside of such Entegris Core Business

“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.

Highly Confidential Information means Confidential Information that is technical know-how and trade secrets relating to: (i) information relating to manufacturing processes or procedures with respect to devices or other products that are commercially released or for which substantial steps have been taken towards commercialization as of the Effective Date; (ii) information generated by research and development activities; (iii) chemical and other scientific formulae used for the manufacture or treatment of membranes or other separations media or of devices or other products that are commercially released or for which substantial steps have been taken towards commercialization as of the Effective Date; or (iv) any other information which EMD Millipore and Entegris agree is Highly Confidential hereunder.

Exclusions from Confidential Information. Notwithstanding the foregoing provisions of this Section 9.3, Confidential Information shall exclude information that: (i) was in the Receiving Party's possession before receipt from the Disclosing Party and obtained from a source other than the Disclosing Party and other than through the prior relationship of the Disclosing Party and the Receiving Party before March 31, 2001; (ii) is or becomes a matter of public knowledge through no fault of the Receiving Party; (iii) is rightfully received by the Receiving Party from a third party without a duty of confidentiality; (iv) is disclosed by the Disclosing Party to a third party without a duty of confidentiality on such third party; (v) is independently developed by the Receiving Party; or (vi) is publicly disclosed by the Receiving Party with the Disclosing Party's prior written approval.

Confidentiality and Non-Use Obligations. During the Confidentiality Period (as defined in Subsection 9.3.4 below), the Receiving Party shall: (i) protect the Confidential Information of the Disclosing Party by using the same degree of care, but no less than a reasonable degree of care, to prevent the unauthorized use, dissemination, or publication of the Confidential Information as Receiving Party uses to protect its own confidential information of a like nature, (ii) not use such Confidential Information in violation of any use restriction herein, and (iii) not disclose such

Duration of Confidentiality Obligations. The confidentiality obligations provided for in this Section 9.2 shall continue in effect for the following periods (the “Confidentiality Period”): (i) with respect to Confidential Information that is not Highly Confidential Information, for a period of five (5) years following either (A) the Effective Date with respect to Confidential Information of the Disclosing Party that is known to or in the possession of the Receiving Party as of the Effective Date or (B) the date of disclosure with respect to Confidential Information that was or will be disclosed by the Disclosing Party to the Receiving Party after the Effective Date but before the expiration of the Disclosure Period (as defined in clause (iii) of Section 9.2 above); and (ii) with respect to Highly Confidential Information, in perpetuity. The obligations set forth in this Section 9.3 shall survive any termination of this Agreement.

Compelled Disclosure. If the Receiving Party or any of its respective Subsidiaries believes that it (i) is legally obligated to disclose, or (ii) will be compelled by a court or other authority of competent jurisdiction to disclose, Confidential Information of the Disclosing Party, it shall give the Disclosing Party prompt written notice so that the Disclosing Party may take steps to oppose such disclosure and cooperate with the Disclosing Party in its attempts to oppose such disclosure. If the Receiving Party complies with the preceding sentence, it shall not be prohibited from complying with such requirement to disclose, but shall take all reasonable steps to make such disclosure subject to a suitable protective order or otherwise to prevent unrestricted or public disclosure.

No Restriction on Disclosing Party. Nothing in this Section 9.2 shall restrict the Disclosing Party from using, disclosing, or disseminating its own Confidential Information in any way.

Effect of Agreement This Agreement shall take effect as of the Effective Date and shall cancel, replace and supersede the Fourth Agreement in its entirety. From and after the Effective Date the Fourth Amendment shall be of no further force or effect and this Agreement shall set forth the complete agreement between the Parties with respect to the transactions contemplated hereby. Upon the completion of the Manufacturing Transfer and the closure and vacating of the Premises as provided in the Lease Terms, this Agreement and the Term hereof shall expire and shall be of no further force or effect.

Notices. Any notice or other communication required or permitted to be given by either Party pursuant to the terms of this Agreement shall be in writing and shall be deemed given if and when delivered by hand or sent by certified mail, return receipt requested, overnight courier, confirmed telecopy, or confirmed electronic mail transmission, addressed as follows:

Force Majeure. The obligations of a Party under this Agreement will be suspended to the extent that it is wholly or partially precluded from complying with its obligations under this Agreement by force majeure. Force majeure includes, but is not restricted to, fire, storm, flood, earthquake, explosion, accident, act of the public enemy, war, rebellion, insurrection, sabotage, epidemic, quarantine restriction, Equipment breakdown or capacity limitation, labor dispute, labor shortage, transportation embargo or failure or delay in transportation, act of God, act (including laws, regulations, disapprovals or failure to approve) of any government agency, whether national, municipal, or otherwise. During the existence of any such force majeure condition, the affected Party shall nevertheless use its best efforts to remove the cause thereof.

Entire Agreement. This Agreement, including Exhibits A, B, C and D, together with any annexes and Attachments 1 and 2 attached hereto, is the entire agreement between the Parties with respect to the subject matter hereof, and supersedes any prior negotiations and agreements or understandings and any contemporaneous oral agreements or understandings with respect to the subject matter hereof.

Governing Law. This Agreement shall be construed in accordance with and all Disputes hereunder shall be governed by the laws of the Commonwealth of Massachusetts as applied to transactions taking place wholly within Massachusetts between Massachusetts residents. The Superior Court of Middlesex County and/or the United States District Court for the District of Massachusetts shall have jurisdiction and venue over all Disputes between the parties that are permitted to be brought in a court of law pursuant to Section 10 above.

Counterparts. This Agreement and the Exhibits and Attachments hereto and the other documents referred to herein, may be executed in counterparts, each of which shall be deemed to be an original but all of which shall constitute one and the same agreement.

Binding Effect; Assignment. This Agreement shall inure to the benefit of and be binding upon the Parties hereto and their respective legal representatives and successors, and nothing in this Agreement, express or implied, is intended to confer upon any other person any rights or remedies of any nature whatsoever under or by reason of this Agreement. Neither Party may assign this Agreement or any rights or obligations hereunder, without the prior written consent of the other Party, and any such assignment shall be void. Notwithstanding the foregoing, either Party may assign this Agreement and all (but not less than all) of its rights and obligations hereunder to a purchaser or transferee of, or other successor to, substantially all of its business.

Severability. If any term or other provision of this Agreement or the Exhibits or Attachments attached hereto is determined by a court, administrative agency or arbitrator to be invalid, illegal or incapable of being enforced by any rule of law or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to either party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the Parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in an acceptable manner to the end that transactions contemplated hereby are fulfilled to the fullest extent possible.

Failure or Indulgence Not Waiver; Remedies Cumulative. No failure or delay on the part of either Party hereto in the exercise of any right hereunder shall impair such right or be construed to be a waiver of, or acquiescence in, any breach of any representation, warranty or agreement herein, nor shall any single or partial exercise of any such right preclude other or further exercise thereof or of any other right. All rights and remedies existing under this Agreement or the Exhibits and Attachments attached hereto are cumulative to, and not exclusive of, any rights or remedies otherwise available.

Amendment. No change or amendment will be made to this Agreement or the Exhibits or Attachments attached hereto except by an instrument in writing signed on behalf of each of the Parties.

Authority. Each of the Parties hereto represents to the other that (a) it has the corporate or other requisite power and authority to execute, deliver and perform this Agreement, (b) the execution, delivery and performance of this Agreement by it have been duly authorized by all necessary corporate or other actions, (c) it has duly and validly executed and delivered this Agreement, and (d) this Agreement is a legal, valid and binding obligation, enforceable against it in accordance with its terms subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors' rights generally and general equity principles.

Interpretation. The headings contained in this Agreement or in any Exhibit hereto are for reference purposes only and shall not be conclusive as to the meaning or interpretation of this Agreement. When a reference is made in this Agreement to a Section, Exhibit or Attachment, such reference shall be to a Section, Exhibit or Attachment of this Agreement unless otherwise indicated.

Exhibits. This Agreement includes the following Exhibits and Attachments, each of which together with any annexes thereto constitutes an integral component part of this Agreement:

EMD Millipore hereby leases to Entegris, and Entegris hereby leases from EMD Millipore, the areas within Buildings “C”, “D” and “F” of EMD Millipore’s Ashby Rd. Plant, as more specifically described and shown in Diagram A upon the terms set forth in this Exhibit B (collectively, the “Lease Terms”), as such areas may be added to, reduced or substituted for as provided in these Lease Terms (the “Premises”), including as specifically set forth in Section 3.3 of these Lease Terms, solely for purposes of its manufacture of Flat Sheet UPE Membranes, warehousing of raw materials and components used in such manufacture, and storage Entegris equipment located in the Premises on the Effective Date and for no other purposes except as EMD Millipore may specifically authorize in its sole discretion. Capitalized terms not otherwise defined in these Lease Terms shall have the meanings assigned to them in the Agreement.

The Lease of the Premises shall commence as of the Effective Date and continue through the end of the Term of this Agreement, or until such time as Entegris has removed all Entegris Equipment from the Premises in accordance with the terms of Section 7.2 of this Agreement.

Entegris shall pay to EMD Millipore rent/occupancy charges for the Premises (“Rent”) as follows:

During the Term Rent shall be at the rate per square foot of the Premises specified on any annex hereto or as otherwise agreed in writing by the Parties, subject to reduction under certain circumstances during the Second Period as specified on any annex hereto or as otherwise agreed in writing by the Parties. Rent shall be payable by Entegris monthly on or before the fifth day of each month.

It is acknowledged and agreed that in the event that the square footage of the Premises is adjusted during the Term as a result of a shift of production as provided in this Agreement or pursuant to Section 3.3 of these Lease Terms, the corresponding Rent due to EMD Millipore shall be adjusted accordingly.

The parties acknowledge that implementation of the Manufacturing Transfer will likely result in decreasing production by Entegris at the Premises during the Term and therefore commensurate reductions in Entegris’ need for the full original Premises. Accordingly, at least ten (10) days prior to the end of any month during which Entegris believes it has vacated any portion of the Premises, Entegris will notify EMD Millipore of such occurrence in writing, such notice to include with reasonable specificity the portion of the Premises vacated and the square footage proposed to be surrendered. Upon receipt of the notice, EMD Millipore will promptly review in good faith with Entegris the vacated portion of the Premises to confirm that such space has been vacated and, to the extent applicable, complies with Section 7.6 of these Lease Terms with respect to the condition of the portion of vacated Premises. Upon the Parties’ mutual agreement of the actual surrender and the square footage affected, the parties will agree on the revised square footage of the Premises and amend Diagram A to reflect such reduced square footage, to be effective for the ensuing month for purposes of calculating Rent pursuant to Sections 3.1 and 3.2 of these Lease Terms thereafter until any further reductions occur.

At all times during the Term, those employees or consultants of Entegris that are involved regularly or from time to time in the manufacture of Flat Sheet UPE Membranes and reasonably need access to the Premises for such purposes, and that are not objectionable to EMD Millipore in its sole reasonable discretion, (“Entegris Permitted Persons”) shall have access to the Premises for the purposes of manufacturing of Flat Sheet UPE Membranes and Treated Flat Sheet UPE Membranes and warehousing of raw materials and components used in such manufacture, including reasonable ingress to and egress from the Premises through other parts of EMD Millipore’s facility at 80 Ashby Road. To the extent that EMD Millipore believes in its sole reasonable discretion that an individual or individuals are objectionable and hence prohibited from entering the Premises, it shall provide Entegris a written summary of the reasons for, and basis of, such belief within three (3) days of notifying Entegris of such a determination. Without limiting the generality of the foregoing, EMD Millipore shall provide security badges to such Entegris Permitted Persons enabling their entry to the Premises. Entegris agrees to provide an initial list of proposed Entegris Permitted Persons to EMD Millipore’s facilities personnel (as shall be identified to Entegris by EMD Millipore) promptly after the execution of this Agreement, and to promptly update such list from time to time as necessary with any additions or deletions. In addition, Entegris Permitted Persons shall be, to the same extent, on the same terms, and subject to the same rules and restrictions, as provided to EMD Millipore employees in general, (i) provided access to and use of restrooms, parking areas, driveways and footways, other common areas reasonably necessary to be used by such Entegris Permitted Persons, and conference rooms as reasonably necessary for meetings relating to UPE Membranes manufacture, and (ii) permitted reasonable use of mailroom services, telephone and voicemail systems, information services, fax, copy

EMD Millipore shall have the right, upon at least twenty-four (24) months written notice to Entegris, to relocate all or any portion of the Premises to any other location of comparable size and utility within its 80 Ashby Road facility. The parties shall cooperate in enabling any such relocation to occur in a coordinated manner so as to minimize interruption both to Entegris’ manufacturing activities hereunder and EMD Millipore manufacturing and other activities at such facility. EMD Millipore shall reimburse Entegris for all reasonable and substantiated costs incurred by Entegris in connection with any such relocation. The definition of the “Premises” shall be modified to include any such relocated space.

Entegris shall comply with all federal, state or local statutes, ordinances, codes, rules, regulations, orders and decrees (“Laws”) applicable to the conduct of its business on the Premises. Entegris shall not cause or permit any hazardous substances to be transported to or from, brought upon, kept, stored or used in or about the Premises by, its agents, employees, contractors or invitees, except for such hazardous substances as are reasonably necessary in the performance of the activities permitted under this Agreement. Any hazardous substance permitted pursuant to the foregoing sentence and all containers therefore shall be used, kept, stored, transported and disposed of in a manner that strictly complies with all applicable Laws relating thereto as now or at any time hereafter during the Term may be in effect. Except as may be otherwise agreed between the Parties in writing, during the Term responsibility for regulatory, health, safety and environmental compliance, as well as hazardous and solid waste disposal, generated by Entegris’ use of the Premises and Entegris’ manufacture of Flat Sheet UPE Membranes shall be allocated in accordance with Section 4 of the Supplement.

Entegris agrees that it shall, throughout the Term, maintain the Premises in good and operable repair and in such condition as may be required by any laws, ordinances, regulations or requirements of any public authorities having jurisdiction and shall not permit or allow to remain any waste or damage to any portion of the Premises, except as may be permitted herein, provided, however, that EMD Millipore shall be responsible for maintaining, keeping in good repair and, if necessary, replacing the foundation, the exterior and interior walls, the roof, floors and ceilings, the heating, ventilating and air-conditioning system, all utility systems (including water, gas, electricity, drainage, and sewerage), conduits, fixtures and equipment, all meters and all other fixtures and equipment within or appurtenant to the Premises; provided, further, that Entegris shall promptly reimburse EMD Millipore, as additional Rent, for the cost of any such maintenance, repair or replacement to the extent necessitated or occasioned by any omission, negligence, fault or act of Entegris, its partners, officers, employees, agents, independent contractors or invitees; provided, however, that any maintenance, repair or replacement necessitated by fire or other casualty shall be subject to the provisions of Section 10 below. Entegris’ maintenance of the Premises shall include, without limitation, cleaning the Premises regularly. If Entegris fails to perform such maintenance, within fifteen (15) days after written notice from EMD Millipore (or as promptly as practicable if Entegris’ failure to make such repairs or replacements or perform such maintenance constitutes an emergency or poses a threat to persons or property), then EMD Millipore may elect to make the same at Entegris’ cost (without creating any obligation on behalf of EMD Millipore to do so). If EMD Millipore fails to perform, or commence performance of, any maintenance, replacement or repair for which it is obligated under these Lease Terms within fifteen (15) days after written notice from Entegris (or as promptly as practicable if EMD Millipore’s failure to make such repairs or replacements or perform such maintenance constitutes an emergency or poses a threat to persons or property), then Entegris may elect to make the same at EMD Millipore’s cost (without creating any obligation on behalf of Entegris to do so).

Entegris agrees that it will not make any installations, alterations, additions or improvements to or upon the Premises (including without limitation the installation of signs) without the prior written consent of EMD Millipore, which consent shall not be unreasonably withheld, conditioned or delayed if such installations, alterations, additions or improvements are reasonably consistent with the permitted use of the Premises hereunder; provided, however, that if any proposed installations, alterations, additions or improvements, in EMD Millipore’s reasonable judgment, are either unlikely to be of use to EMD Millipore after the termination of the Agreement or are likely to be expensive or difficult to remove, then EMD Millipore may require Entegris to remove such installations, alterations, additions or improvements at the expiration or earlier termination of the Term. Upon completion of any installations, alterations, additions or improvements to the Premises, Entegris shall provide EMD Millipore with a copy of any plans and specifications (or similar drawings) prepared for Entegris in connection therewith; if Entegris is required to submit plans and specifications which have been prepared by a licensed civil engineer or architect in order to obtain a building permit for any such installations, alterations, additions or improvements, then upon completion of such

All work on or at the Premises for which Entegris is responsible or permitted to perform under these Lease Terms shall be performed at Entegris’ cost and only by contractors and subcontractors approved in writing by EMD Millipore, which approval shall not be unreasonably withheld. Entegris shall cause all contractors and subcontractors to procure and maintain insurance coverage naming EMD Millipore as an additional insured against such risks, in such amounts and with such companies as EMD Millipore may reasonably require. Entegris agrees that it will procure, at its sole cost and expense, all necessary permits before making any repairs, installations, alterations, additions, improvements or removals. EMD Millipore agrees that it will reasonably cooperate with Entegris, at no out-of-pocket cost to EMD Millipore in obtaining any permits, licenses or approvals related to the Premises. Entegris agrees (a) that all repairs, installations, alterations, improvements or removals done by or on behalf of Entegris (including without limitation the installation of signs) shall be done in a good and workmanlike manner in conformity with all applicable laws, ordinances and regulations of all public authorities (and Entegris shall be responsible for any additional installations or improvements required by any such laws, ordinances or regulations as a result of any repairs, installations, alterations, improvements or renewals done by or on behalf of Entegris) and all insurance inspection or rating bureaus having jurisdiction, (b) that the structure of the buildings in which the Premises are located or the operations in any other party in such buildings will not be endangered or impaired as a result of any such repairs, installations, alterations, improvements or removals done by or on behalf of Entegris, and (c) that Entegris will repair any and all damage caused by or resulting from any such repairs, installations, alterations, additions, improvements or removals, including, without limitation, the filling of holes. Entegris agrees to save EMD Millipore harmless from, and indemnify EMD Millipore against, any and all claims by third parties for injury, loss or damage to persons or property to the extent caused by or resulting from the doing of any such repairs, installations, alterations, improvements or removals by or on behalf of Entegris. Entegris agrees to pay promptly when due all charges for labor and materials in connection with any work done by Entegris or anyone claiming under Entegris upon the Premises so that the Premises and all such buildings shall at all times be free of liens in respect of such labor and materials. If such a lien is filed, then Entegris shall immediately, after EMD Millipore has delivered written notice of the filing thereof to Entegris, either pay the amount of the lien or diligently contest such lien. If Entegris fails to timely take either such action, and after written notice to Entegris of its intention to do so, then EMD Millipore may pay the amount of the lien, and any amounts so paid, including expenses and interest, shall be paid by Entegris to EMD Millipore immediately after EMD Millipore has invoiced Entegris therefor, and until paid, such amount shall be additional Rent.

EMD Millipore may in its discretion and at its own cost, but shall not be obligated to, make repairs, installations, alterations, additions or improvements to the Premises at any time during the Term as it determines necessary or appropriate, provided that no such work will be done if it will materially adversely impact Entegris’ use of the Premises, unless EMD Millipore will have previously made accommodations to eliminate or minimize such adverse impact and reasonable advance written notice has been given to Entegris.

Entegris acknowledges that the Premises are being leased in their “AS IS” condition as of the Effective Date and that no warranties or representations, express, implied or statutory, have been made by EMD Millipore or any agent, employee or representative of EMD Millipore to Entegris, as to condition (environmental or otherwise), compliance with law, or fitness or suitability for any purpose other than as hereinafter set forth, all of which are expressly disclaimed. EMD Millipore agrees that if at any time during the Term the Premises are altered by an act or omission of EMD Millipore (other than as specifically permitted in Section 5 of these Lease Terms) such that Entegris is not reasonably able to conduct such manufacturing and warehouse operations in substantially the manner in which it had been conducting such operations prior to the Effective Date, that circumstance shall constitute a material breach by EMD Millipore of its obligations under this Agreement and that Entegris may then terminate this Agreement upon written notice to EMD Millipore. Entegris acknowledges that except as set forth herein, Entegris has not been induced or persuaded by, nor has Entegris relied upon, any statement, promise or representation made by EMD Millipore or any agent, employee or representative of EMD Millipore, orally or in writing, as an inducement to entering into this Agreement including, without limitation, those relating to land use, zoning, hazardous or toxic wastes or other environmental matters.

At the expiration or earlier termination of the Term Entegris shall surrender all keys to the Premises, remove all its furnishings, fixtures, equipment (including the Entegris Equipment, subject to any provisions in this Agreement to the contrary) and other personal property now or hereafter located in the Premises, purchased or leased by Entegris with its own funds, which are not affixed to the buildings in which the Premises are located. Entegris may also so remove any furnishings, fixtures, equipment which are affixed to buildings in which the Premises are located if EMD Millipore has agreed to such removal in writing. Entegris shall repair all damage caused by any such removal, and yield up the Premises broom‑clean and in the same good order and repair in which Entegris is obliged to keep and maintain the Premises by the provisions of these Lease Terms. Any property not so removed shall be deemed abandoned and may be retained by EMD Millipore or may be removed and disposed of by EMD Millipore in such manner as EMD Millipore shall determine and Entegris shall pay EMD Millipore the d

Entegris agrees that during the Term and for such further time as Entegris shall occupy or hold the Premises or any part thereof, EMD Millipore shall not be liable to Entegris and Entegris shall defend (with counsel reasonably acceptable to EMD Millipore), indemnify, and hold EMD Millipore, its officers, directors, agents, employees, independent contractors, and invitees harmless from and against any and all liability for all injuries, losses, accidents or damage to any person or property, and from all claims, actions, proceedings and costs in connection therewith, including reasonable counsel fees, to the extent arising from (a) any act, omission, fault or negligence of Entegris, its officers, directors, agents, employees, independent contractors, licensees, or invitees, and relating to the presence of any of the foregoing persons or of Entegris’ operations on the Premises or anywhere at the 80 Ashby Road facility.

EMD Millipore agrees that during the Term and for such further time as Entegris shall occupy or hold the Premises or any part thereof pursuant to a reasonable claim of right, Entegris shall not be liable to EMD Millipore and EMD Millipore shall defend (with counsel reasonably acceptable to Entegris), indemnify, and hold Entegris, its officers, directors, agents, employees, independent contractors, and invitees harmless from and against any and all liability for all injuries, losses, accidents or damage to any person or property, and from all claims, actions, proceedings and costs in connection therewith, including reasonable counsel fees, to the extent arising from any act, omission, fault or negligence of EMD Millipore, its officers, directors, agents, employees, independent contractors, licensees, or invitees and relating to the presence of any of the foregoing persons on the Premises or relating to EMD Millipore’s operations on the Premises or anywhere at the 80 Ashby Road facility.

Each of EMD Millipore and Entegris hereby releases and waives any claim it might have against the other for any loss or damage caused by theft, destruction, fire or any other casualty, regardless of whether such loss or damage shall be brought about by the fault or negligence of the other party or its agents, to the extent the same (a) is insured against under any insurance policy that covers the Premises or the buildings in which the Premises are located, EMD Millipore’s or Entegris’ fixtures, personal property, leasehold improvements or business, or (b) is required to be insured against under the terms hereof, it being understood and agreed that the waiving party reserves any rights with respect to any excess loss or injury over the amount recovered on account of such insurance. Each of EMD Millipore and Entegris agrees to cause its insurance carrier to endorse all applicable policies waiving the carrier’s rights of recovery under subrogation or otherwise against the other party.

In addition to its obligations under Section 8.2, EMD Millipore agrees that Entegris shall not be liable to EMD Millipore and EMD Millipore shall defend (with counsel reasonably acceptable to Entegris), indemnify, and hold Entegris, its officers, directors, agents, employees, independent contractors, and invitees harmless from and against any and all liability for all injuries, losses, accidents or damage to any person or property, and from all claims, actions, proceedings and costs in connection therewith, including reasonable counsel fees, arising from any release of hazardous waste by EMD Millipore or its employees or agents in the Premises, only to the extent not caused by Entegris or its employees or agents.

In addition to its obligations under Section 8.1, Entegris agrees that EMD Millipore shall not be liable to Entegris and Entegris shall defend (with counsel reasonably acceptable to EMD Millipore), indemnify, and hold EMD Millipore, its officers, directors, agents, employees, independent contractors, and invitees harmless from and against any and all liability for all injuries, losses, accidents or damage to any person or property, and from all claims, actions, proceedings and costs in connection therewith, including reasonable counsel fees, arising from any release of hazardous waste by Entegris or its employees or agents in the Premises, only to the extent not caused by EMD Millipore or its employees or agents.

Insurance

During the Term, EMD Millipore shall maintain all risk property insurance in an amount at least equal to the replacement cost of (a) the buildings in which the Premises are located and (b) EMD Millipore property and equipment inside those buildings (excluding Entegris’ personal property and any alterations, installations, additions or improvements made to such buildings by Entegris). Such insurance may be maintained under a blanket policy covering the Premises and other real estate of EMD Millipore or its affiliated business organizations. The policies of such insurance may be payable in case of loss to the holders of any mortgages upon such buildings or the 80 Ashby Road facility as their interests may appear. Entegris shall be named as an additional insured on such EMD Millipore property insurance, as its interests may appear. Certificates of insurance evidencing all such coverages and Entegris additional insured status for the foregoing shall be supplied to Entegris promptly upon execution of this Agreement and as such policy(ies) renew or are changed.

During the Term, Entegris will maintain at its own expense comprehensive general liability insurance, including umbrella coverage, with respect to the Entegris Equipment and its operations on the Premises, naming EMD Millipore as additional insured, in amounts which shall, as of the Effective Date, be not less than Five Million Dollars ($5,000,000.00) with respect to injuries to any one person and not less than Five Million Dollars ($5,000,000.00) with respect to injuries suffered in any

During the Term, Entegris shall maintain workers compensation insurance covering all of Entegris’ employees in such coverage amounts as required by law and employer’s liability insurance in an amount of at least Five Hundred Thousand Dollars ($500,000.00). During the Term, Entegris shall maintain all risk property insurance in an amount at least equal to the replacement cost of Entegris’ personal property on the Premises and any other alterations, installations, additions or improvements made to the Premises by Entegris. Said replacement cost for Entegris property shall be clearly delineated and summarized promptly upon execution of this Agreement, at each renewal/change of said Entegris property policies, or at any other point of significant change in magnitude of Entegris properties on EMD Millipore Premises. During the Term Entegris shall maintain comprehensive automobile liability insurance in an amount of at least Five Hundred Thousand Dollars ($500,000.00) per person and per accident for bodily injury, and of at least One Hundred Thousand Dollars ($100,000) per accident for property damage. EMD Millipore shall be named as an additional insured on the foregoing Entegris employer’s liability, property, and automobile liability insurances, as its interests may appear. Certificates of insurance evidencing all such coverages and EMD Millipore additional insured status for the foregoing and for comprehensive general liability and umbrella liability coverages shall be supplied to EMD Millipore promptly upon execution of this Agreement and as any policies renew or are changed.

All policies of insurance obtained by Entegris pursuant to the terms of this Lease shall be issued by insurance companies reasonably acceptable to EMD Millipore and authorized to do business in the Commonwealth of Massachusetts. All such policies shall provide for no less than thirty (30) days prior notice to EMD Millipore and any mortgagee of the Premises of their commencement or cancellation. Within ten (10) days after execution of this Agreement, Entegris shall deliver to EMD Millipore certificates thereof. Entegris shall also deliver to EMD Millipore each renewal certificate thereof as soon as is reasonably practicable after receiving request therefore by any mortgage lender of EMD Millipore and at least fifteen (15) days prior to the expiration of the policy it renews. If Entegris fails to obtain and maintain any insurance policies required to be obtained and maintained by Entegris pursuant to Section 9.2 or 9.3 of these Lease Terms, then, after written notice to Entegris of its intention to do so and notification from Entegris of its unwillingness or inability to acquire such insurance coverages, EMD Millipore may obtain and maintain such insurance policies (without creating any obligation on behalf of EMD Millipore to do so), and Entegris shall pay to EMD Millipore the cost thereof within ten (10) days after EMD Millipore has invoiced Entegris therefor, and until paid, such amount shall be additional Rent.

Casualty or Taking

In the event that the Premises, or more than 25% thereof, shall be taken by any public authority or for any public use, or shall be destroyed or damaged by fire or casualty, or by the action of any public authority, and the same cannot, in EMD Millipore’s reasonable judgment, be restored within 180 days from such taking or casualty, or if in Entegris’ reasonable judgment, such circumstance would prevent it from continuing the conduct of its manufacturing operations at the Premises substantially in the manner contemplated under this Agreement, then this Agreement may be terminated at the election of either EMD Millipore or Entegris. Such election shall be made by either Party, by the giving of notice to the other Party within thirty (30) days following such taking or casualty.

If neither EMD Millipore nor Entegris exercises said election, this Agreement shall continue in force and a just proportion of the Rent reserved, as mutually agreed between the Parties, according to the nature and extent of the damages sustained by the Premises, shall be suspended or abated until the Premises, or what may remain thereof, shall be put by EMD Millipore in proper condition for use and otherwise restored to its former condition or the substantial equivalent, which EMD Millipore covenants to do with reasonable diligence to the extent permitted by the net proceeds of insurance recovered or damages awarded for such taking, destruction or damage and subject to zoning and building laws or ordinances then in existence. “Net proceeds of insurance recovered or damages awarded” refers to the gross amount of such insurance or damages less the reasonable expenses of EMD Millipore in connection with the collection of the same, including without limitation, fees and expenses for legal and appraisal services. If the Premises are not so restored to its former condition or the substantial equivalent within one-hundred eighty (180) days from such taking or casualty described in Section 10.1 of these Lease Terms, this Agreement may be terminated by Entegris upon thirty (30) days prior written notice to EMD Millipore but only if such restoration is not completed prior to the expiration of the 30 day notice period.

Defaults and Remedies

Events of Default. If Entegris shall default in the performance of any of its obligations to pay the Rent hereunder and if such default shall continue for thirty (30) days after written notice from EMD Millipore designating such default, or if within thirty (30) days after written notice from EMD Millipore to Entegris specifying any other default or defaults and Entegris has not then commenced diligently to correct the default or defaults so specified, then, and in either of such events, EMD Millipore

EMD Millipore may, but shall not be obligated to, cure, at any time, following the expiration of the applicable cure period as set forth in Section 11.1 except in cases of emergency when no notice shall be required, any material default by Entegris under these Lease Terms; and whenever EMD Millipore so elects, all direct and reasonable costs and expenses incurred by EMD Millipore, including reasonable attorneys’ fees, in curing a material default shall be paid by Entegris to EMD Millipore on demand.

At all times during the Term, EMD Millipore reserves the right for its employees or contractors to enter the Premises as it determines necessary or desirable, for purposes of (i) ensuring compliance with this Agreement, (ii) health, safety and environmental compliance, (iii) maintenance or repair as required or permitted under this Agreement, or (iii) other reasonable purposes relating to the Premises or to any areas of its 80 Ashby Road facility other than the Premises, provided in each case that such entry into the Premises does not unreasonably interfere with Entegris’ use of the Premises. EMD Millipore shall provide advance notice of such entry to Entegris where reasonably practicable.

Entegris shall not, without EMD Millipore’s prior written consent, (a) assign, transfer, or encumber this Agreement or any interest therein, whether directly or by operation of law, (b) sublet any portion of the Premises; (c) grant any license, concession or other right of occupancy for any portion of the Premises; or (d) permit the use of the Premises by any parties other than Entegris. The foregoing provisions shall not apply to either (x) transactions with an entity into which Entegris is merged or consolidated or to which all or substantially all of its assets are transferred, or (y) transactions with any entity which controls Entegris or is controlled by Entegris or is under common control with Entegris.

Subject to the provisions of these Lease Terms, including but not limited to Section 5 hereof, EMD Millipore covenants and warrants that upon performance by Entegris of its obligations under these Lease Terms, EMD Millipore will keep and maintain Entegris in exclusive, quiet, peaceable, and uninterrupted possession of the Premises during the Term.

EMD Millipore shall at all times comply with all laws, orders, ordinances and other public requirements now or hereafter affecting the Premises.

Any obligation of either party to indemnify the other party pursuant to these Lease Terms or this Agreement shall be barred or limited to the extent that failure of the Indemnified Party to give prompt notice to the Indemnifying Party of a claim giving rise to such indemnification obligation, or failure of the Indemnified Party to provide the Indemnifying Party with all reasonably necessary assistance and cooperation in connection therewith, prejudices the position of the Indemnifying Party in providing such indemnity hereunder. The Indemnifying Party shall have sole control of the defense with respect to any such claim (including settlement thereof). The Indemnifying Party shall keep the Indemnified Party informed at all times as to the status of the matter and the Indemnifying Party’s efforts in connection therewith. The Indemnifying Party shall not settle any such claim whereby the settlement imposes upon the Indemnified Party an obligation to take some action or refrain from doing so, without the prior written consent of the Indemnified Party, which shall not be unreasonably withheld or delayed.

Ten (10) rolls of UPDP type Crosby Membrane with thickness in the middle of the range required by the Specifications and a bubble point at the top of the range required by the Specifications;

Ten (10) rolls of UPDP type Crosby Membrane with thickness in the middle of the range required by the Specifications and a bubble point at the bottom of the range required by the Specifications;

Ten (10) rolls of UPDP type Crosby Membrane with bubble point in the middle of the range required by the Specifications and a thickness at the top of the range required by the Specifications;

Ten (10) rolls of UPDP type Crosby Membrane with bubble point in the middle of the range required by the Specifications and a thickness at the bottom of the range required by the Specifications;

Six (6) rolls of UPHP type Crosby Membrane with thickness in the middle of the range required by the Specifications and a bubble point at the top of the range required by the Specifications;

Six (6) rolls of UPHP type Crosby Membrane with thickness in the middle of the range required by the Specifications and a bubble point at the bottom of the range required by the Specifications;

Six (6) rolls of UPHP type Crosby Membrane with bubble point in the middle of the range required by the Specifications and a thickness at the top of the range required by the Specifications;

Six (6) rolls of UPHP type Crosby Membrane with bubble point in the middle of the range required by the Specifications and a thickness at the bottom of the range required by the Specifications.