Master Patent Assignment Agreement between Millipore Corporation and Millipore MicroElectronics, Inc.

Summary

This agreement, dated March 31, 2001, is between Millipore Corporation and Millipore MicroElectronics, Inc. (MMI). Millipore assigns to MMI all rights, title, and interest in certain patents listed in Exhibit A, including the right to apply for patents worldwide and to sue for past infringement. The agreement is part of a broader business separation, allowing MMI to own and manage the specified patents independently. Both parties agree to execute any further documents needed to secure MMI's rights to the patents.

EX-2.3 4 0004.txt FORM OF MASTER PATENT ASSIGNMENT EXHIBIT 2.3 MASTER PATENT ASSIGNMENT ------------------------ This Agreement, dated the ________________ of March 31, 2001, between Millipore Corporation , a Massachusetts corporation having a place of business at 80 Ashby Road, Bedford, Massachusetts 01730 ("Millipore") and Millipore MicroElectronics, Inc., a Delaware corporation, having a place of business at Patriots Park, Bedford, Massachusetts 01730 ("MMI"). 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 MMI, have entered into a Master Separation and Distribution Agreement (as defined below) which provides, among other things, for the separation of certain MMI assets and MMI liabilities, the initial public offering of MMI 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, MMI 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 MMI 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 MMI, 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 MMI as the assignee of its entire right, title and interest in, to and under the same, and MILLIPORE hereby further authorize MMI 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 MMI, 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 and affix the corporate seal this ______________day of March 31, 2001. ________________________________ (Signature) ________________________________ (Typed Name) ________________________________ (Corporate Office Held within Millipore Corporation) On this day and year aforesaid, before me personally appeared ( ), 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. ___________________________________ __________________________________, Notary Public My Commission expires_________________________ IN WITNESS WHEREOF, I set my hand and affix the corporate seal this ______________day of March 31, 2001. ________________________________ (Signature) ________________________________ (Typed Name) ________________________________ (Corporate Office Held within Millipore MicroElectronics Inc.) On this day and year aforesaid, before me personally appeared ( ), 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. ___________________________________ __________________________________, Notary Public My Commission expires_________________________ EXHIBIT A