Master Patent Assignment Agreement between Millipore Corporation and Mykrolis Corporation (March 31, 2001)

Summary

Millipore Corporation and Mykrolis Corporation entered into this agreement on March 31, 2001, as part of a business separation. Millipore assigns to Mykrolis all rights, title, and interest in certain patents listed in the agreement, including the right to apply for patents and to sue for past infringement. Millipore also agrees to assist Mykrolis in securing and enjoying these patent rights. The agreement is signed by authorized representatives of both companies and notarized.

EX-10.7 9 dex107.txt MASTER PATENT ASSIGNMENT EXHIBIT 10.7 MASTER PATENT ASSIGNMENT ------------------------ This Agreement, dated March 31, 2001, between Millipore Corporation, a Massachusetts corporation having a place of business at 80 Ashby Road, Bedford, Massachusetts 01730 ("Millipore") and Mykrolis Corporation, a Delaware corporation, having a place of business at Patriots Park, Bedford, Massachusetts 01730 ("Mykrolis"). WHEREAS, the Board of Directors of Millipore Corporation has determined that it is in the best interest of Millipore and its stockholders to separate Millipore's existing businesses into two independent businesses; WHEREAS, as part of the foregoing, Millipore and Mykrolis, have entered into a Master Separation and Distribution Agreement (as defined below) which provides, among other things, for the separation of certain Mykrolis assets and Mykrolis liabilities, the initial public offering of Mykrolis stock, the distribution of such stock and the execution and delivery of certain other agreements in order to facilitate and provide for the foregoing; WHEREAS, Millipore is the owner via assignment from the inventor(s) or other assignors of the inventions claimed and described in the Letters Patents or applications for Letters Patent set forth on Exhibit A ("Patents"); and WHEREAS, Mykrolis is desirous of acquiring said Patents. NOW, THEREFORE, for good and valuable consideration, the receipt of which is hereby acknowledged, MILLIPORE by these presents do sell, assign and transfer unto Mykrolis its successors and assigns the full, exclusive and worldwide right to the said invention including the United States of America, and the entire right, title and interest in, to and under any Letters Patent which may be granted on said invention, or any parts thereof, or on any continuation, division or reissue thereof in the United States of America, in the territorial possessions of the United States of America and in any country foreign to the United States of America, and including all rights to sue and recover for past infringement of the Patents, the same to be held and enjoyed by Mykrolis, its successors and assigns as fully and entirely as the same would have been held by MILLIPORE, had this assignment not been made. And MILLIPORE hereby authorizes and requests the Commissioner of Patent and Trademarks of the United States of America and respective Patent Office officials in any country foreign to the United States of America to issue said Letters Patent to Mykrolis as the assignee of its entire right, title and interest in, to and under the same, and MILLIPORE hereby further authorizes Mykrolis to apply for Letters Patent in its own name, utilizing any benefits which may exist under any International Agreement, in any country foreign to the United States of America. And MILLIPORE does hereby agree for itself and for its successors and assigns to execute any lawful document and to testify as to any material fact or thing which Mykrolis, its successors and assigns may deem necessary in order to secure unto itself, its successors and assigns the full right, title and interest in and to the full enjoyment of said invention or any part thereof and any Letters Patent, the same to be done without any further consideration. IN WITNESS WHEREOF, I set my hand on March 31, 2001. /s/ Francis J. Lunger -------------------------------- (Signature) Francis J. Lunger --------------------------- Executive Vice President, Millipore Corporation ------------------------------------------------- On this day and year aforesaid, before me personally appeared Francis ------- J. Lunger, known to me to be the person described in and the person who --------- executed the foregoing instrument of assignment and he/she did acknowledge the same to be his/her free act and deed. /s/ Patricia Ann Powers --------------------------------- Patricia Ann Powers ----------------------------------, Notary Public My Commission expires 8/9/2007 ------------------------- IN WITNESS WHEREOF, I set my hand on March 31, 2001. /s/ Jean-Marc Pandraud -------------------------------- (Signature) Jean-Marc Pandraud ------------------- (Typed Name) President, Mykrolis Corporation ---------------------------------- On this day and year aforesaid, before me personally appeared Jean- ---- Marc Pandraud, known to me to be the person described in and the person who ------------- executed the foregoing instrument of assignment and he/she did acknowledge the same to be his/her free act and deed. /s/ Patricia Ann Powers ----------------------------------- Patricia Ann Powers ----------------------------------, Notary Public My Commission expires 8/9/2007 -------------------------