Master Trademark 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, to transfer ownership of certain trademarks from Millipore to Mykrolis. The agreement lists the specific trademarks being assigned and includes all rights, title, interest, and goodwill associated with them. Millipore agrees to assist Mykrolis in securing these rights and to execute any necessary documents in the future. This assignment is part of a broader business separation between the two companies.

EX-10.10 12 dex1010.txt MASTER TRADEMARK ASSIGNMENT EXHIBIT 10.10 MASTER TRADEMARK ASSIGNMENT --------------------------- This Agreement, dated the 31st of March 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 has adopted and used the marks set forth on Exhibit A ("Marks"); and WHEREAS, Mykrolis is desirous of acquiring said Marks and any registrations or applications therefore. NOW, THEREFORE, for the good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Millipore without representations or warranties with respect to said trademarks or registrations or the title thereto does hereby assign unto Mykrolis, all its rights, title and interest in and to the Marks and any registrations or applications therefor, along with the goodwill of the business symbolized by the Marks and the any registrations or applications therefore and including all rights to sue and recover for past infringement of the Marks any registrations or applications therefor. Millipore hereby authorizes and requests the Commissioner of Patents and Trademarks of the United States of America and respective Trademark Office officials in any country foreign to the United States of America to issue registrations to Mykrolis as assignee of Millipore's entire right, title and interest to and under the same. And Millipore does hereby agree for itself, its successors and assigns to execute any lawful document and to testify to any material fact or thing which Mykrolis, its successors and assigns may deem necessary in order to secure to itself, its successors and assigns the rights, titles and interest in and to and the enjoyment of said Marks, the same to be done without any further consideration. IN WITNESS WHEREOF, I set my hand this 31/st/ day of March, 2001. /s/ Francis J. Lunger -------------------------------- (Signature) Francis J. Lunger ---------------------- (Typed Name) 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 this 31/st/ day of March, 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 -------------------------