EXHIBIT 10.10
MASTER TRANSITIONAL SERVICES AGREEMENT
BETWEEN
MILLIPORE CORPORATION
AND
MYKROLIS CORPORATION
EFFECTIVE AS OF MARCH 31, 2001
MASTER TRANSITIONAL SERVICES AGREEMENT
This Master Transitional Services Agreement (the "Agreement") is
effective as of March 31, 2001 (the "Effective Date"), between Millipore
Corporation, a Massachusetts corporation ("Millipore"), having an office at 80
Ashby Road, Bedford, MA 01730 and Mykrolis Corporation, a Delaware corporation
("Mykrolis"), having an office at Patriots Park, Bedford, MA, 01730.
ARTICLE 1
DEFINITIONS
For the purpose of this Agreement, the following capitalized terms
shall have the following meanings. Other capitalized terms defined elsewhere in
this Agreement shall have the respective meanings assigned to them at the
location of their definition. Capitalized terms used in this Agreement without
definition which are defined in the Master Separation and Distribution Agreement
shall have the meaning ascribed thereto in the Master Separation and
Distribution Agreement.
1.1 ADDITIONAL SERVICES. "Additional Services" shall have the
meaning set forth in Section 3.5.
1.2 ANCILLARY AGREEMENTS. "Ancillary Agreements" shall the have the
meaning set forth in the Master Separation and Distribution Agreement.
1.3 DISTRIBUTION DATE. "Distribution Date" shall have the meaning
forth in the Master Separation and Distribution Agreement.
1
1.4 IMPRACTICABLE. "Impracticable" shall have the meaning set forth
in Section 3.3.
1.5 MASTER SEPARATION AND DISTRIBUTION AGREEMENT. "Master Separation
and Distribution Agreement" shall mean that certain Master Separation and
Distribution Agreement between Millipore and Mykrolis.
1.7 SERVICE(S). "Service(s)" shall have the meaning set forth in
Section 3.1.
1.8 SERVICE PROVIDER. "Service Provider" means Millipore when it is
providing a Service to Mykrolis hereunder in accordance with a Transition
Service Schedule and Mykrolis when it is providing a Service to Millipore
hereunder in accordance with a Transition Service Schedule
1.9 SERVICE RECIPIENT. "Service Recipient" means Mykrolis when it is
receiving a Service from Millipore hereunder in accordance with a Transition
Service Schedule and Millipore when it is receiving a Service from Mykrolis
hereunder in accordance with a Transition Service Schedule
1.10 SOFTWARE. "Software" means Millipore's software program(s), in
object code only, listed and described in the relevant Transition Service
Schedule.
1.11 SOURCE CODE. "Source Code" means any human readable code,
including interpreted code, of Millipore, listed and described in the relevant
Transition Service Schedule.
1.12 SOURCE CODE DOCUMENTATION. "Source Code Documentation" means
the manuals and other documentation that are reasonably necessary to use the
Source Code licensed herein, including those items listed and described in the
relevant Transition Service Schedule hereto.
ARTICLE 2
TRANSITION SERVICE SCHEDULES
This Agreement will govern individual transitional services as
requested by Mykrolis and provided by Millipore, the details of which are set
forth in the Transition Service Schedules attached to and made a part of this
Agreement. This Agreement will also govern individual transitional services as
requested by Millipore and provided by Mykrolis, the details of which are set
forth in the Transition Service Schedules attached to and made a part of this
Agreement. Each Service shall be covered by this Agreement upon execution of a
transition
2
service schedule in the form attached hereto (each transition service schedule,
a "Transition Service Schedule").
For each Service, the parties shall set forth in a Transition Service
Schedule substantially in the form of Annex A hereto, among other things, the
time period during which the Service will be provided if different from the term
of this Agreement determined pursuant to Article 4 hereof, a summary of the
Service to be provided; and the estimated charge, if any, for the Service and
any other terms applicable thereto on the Transition Service Schedule.
Obligations regarding each Transition Service Schedule shall be effective upon
the later of execution of this Agreement or of the applicable Transition Service
Schedule. This Agreement and all the Transition Service Schedules shall be
defined as the "Agreement" and incorporated herein wherever reference to it is
made.
ARTICLE 3
SERVICES
3.1 SERVICES GENERALLY. Except as otherwise provided herein, for the
term determined pursuant to Article 4 hereof, Millipore shall provide or cause
to be provided to Mykrolis (or Mykrolis shall provide, or cause to be provided
to Millipore) the service(s) described in the Transition Service Schedule(s)
attached hereto. The service(s) described on a single Transition Service
Schedule shall be referred to herein as a "Service." Collectively, the services
described on all the Transition Service Schedules (including Additional
Services) shall be referred to herein as "Services."
3.2 SERVICE BOUNDARIES. Except as otherwise provided in a Transition
Service Schedule for a specific service: (i) a Service Provider shall be
required to provide the Services only to the extent and only at the locations
such Services are being provided by the Service Provider for the Service
Recipient immediately prior to the Effective Date; and (ii) the services will be
available only for purposes of conducting the business of the Service Recipient
substantially in the manner it was conducted prior to the Effective Date.
3.3 IMPRACTICABILITY. A Service Provider shall not be required to
provide any Service to the extent the performance of such Service becomes
"Impracticable" as a result of a cause or causes outside the reasonable control
of the Service Provider including unfeasible technological requirements, or to
the extent the performance of such Services would require the Service Provider
to violate any applicable laws, rules or regulations or would result in the
breach of any software license or other applicable contract.
3.4 ADDITIONAL RESOURCES. Except as provided in a Transition Service
Schedule for a specific service, in providing the Services, a Service Provider
shall not be obligated to: (i) hire any additional employees; (ii) maintain the
employment of any specific employee; (iii) purchase, lease or license any
additional equipment or software; or (iv) pay any
3
costs related to the transfer or conversion of the Service Recipient's data to
the Service Recipient or any alternate supplier of Services.
3.5 ADDITIONAL SERVICES. From time to time after the Effective Date,
the parties may identify additional services that one party will provide to the
other party in accordance with the terms of this Agreement (the "Additional
Services"). Accordingly, the parties shall execute additional Transition
Service Schedules for such Additional Services pursuant to Article 2. Subject to
the standards set forth in Section 3.6, the parties may agree in writing on
Additional Services during the term of this Agreement.
3.6 OBLIGATIONS AS TO ADDITIONAL SERVICES. Except as set forth in
the next sentence, a Service Provider shall be obligated to perform, at a charge
determined using the principles for determining fees under Section 5.1, any
Additional Service that: (a) was provided by the Service Provider immediately
prior to the Separation Date and that the Service Recipient reasonably believes
was inadvertently or unintentionally omitted from the list of Services, or (b)
is essential to effectuate an orderly transition under the Master Separation and
Distribution Agreement unless such performance would significantly disrupt the
Service Provider's operations or materially increase the scope of its
responsibility under this Agreement. If a Service Provider reasonably believes
the performance of Additional Services required under subparagraphs (a) or (b)
would significantly disrupt its operations or materially increase the scope of
its responsibility under this Agreement, the Service Provider and the Service
Recipient shall negotiate in good faith to establish terms under which the
Service Provider can provide such Additional Services, but the Service Provider
shall not be obligated to provide such Additional Services if, following good
faith negotiation, the Service Provider is unable to reach agreement on such
terms with the Service Recipient.
ARTICLE 4
TERM
The term of this Agreement shall commence on the Effective Date and
shall remain in effect until one (1) year after the Effective Date (the
"Expiration Date"), unless earlier terminated under Article 7. This Agreement
may be extended by the parties in writing, either in whole or with respect to
one or more of the Services; provided, however, that such extension shall only
apply to the services for which the Agreement was extended. The parties shall
be deemed to have extended this Agreement with respect to a specific Service if
the Transition Service Schedule for such Service specifies a completion date
beyond the aforementioned Expiration Date. The parties may agree on an earlier
expiration date respecting a specific Service by specifying such date on the
Transition Service Schedule for that Service. Services shall be provided up to
and including the date set forth in the applicable Transition Service Schedule,
subject to earlier termination as provided herein.
4
ARTICLE 5
COMPENSATION
5.1 CHARGES FOR SERVICES. The Service Recipient shall pay the Service
Provider the charges, if any, set forth on the Transition Service Schedules for
each of the Services listed therein as adjusted, from time to time, in
accordance with the processes and procedures established under Section 5.4 and
Section 5.5 hereof. Unless specifically indicated otherwise on a Transition
Service Schedule, such fees shall include the direct and indirect costs of
providing the Services and shall be calculated by using the same procedures used
by Millipore prior to the Effective Date. If there is any inconsistency between
the Transition Service Schedule and this Section, the terms of the Transition
Service Schedule shall govern. The parties also intend for charges to be easy
to administer and justify and, therefore, they hereby acknowledge it may be
counterproductive to try to recover every cost, charge or expense, particularly
those that are insignificant or de minimus. The parties shall use good faith
efforts to discuss any situation in which the actual cost for a Service exceeds
the charge, if any, set forth on a Transition Service Schedule for a particular
Service; provided, however, that the incurrence of charges in excess of any such
cost on such Transition Service Schedule shall not justify stopping the
provision of, or payment for, Services under this Agreement.
5.2 PAYMENT TERMS. The Service Provider shall bill the Service
Recipient monthly for all charges pursuant to this Agreement. Such bills shall
be accompanied by reasonable documentation or other reasonable explanation
supporting such charges. The Service Recipient shall pay the Service Provider
for all Services provided hereunder within forty-five (45) days after receipt of
an invoice therefor. Late payments shall bear interest at the lesser of 12% or
the maximum rate allowed by law.
5.3 PERFORMANCE UNDER ANCILLARY AGREEMENTS. Notwithstanding
anything to the contrary contained herein, a Service Recipient shall not be
charged under this Agreement for any obligations that are specifically required
to be performed under the Master Separation and Distribution Agreement or any
other Ancillary Agreement and any such other obligations shall be performed and
charged for (if applicable) in accordance with the terms of the Master
Separation and Distribution Agreement or such other Ancillary Agreement.
5.4 ERROR CORRECTION; TRUE-UPS; ACCOUNTING. The parties shall agree
to develop mutually acceptable reasonable processes and procedures for
conducting internal audits and making adjustments to charges as a result of the
movement of employees and functions between parties, the discovery of errors or
omissions in charges, as well as a true-up of amounts owed. In no event shall
such processes and procedures extend beyond two (2) years after completion of a
Service.
5.5 PRICING ADJUSTMENTS. If in order to comply with any non-U.S.
legal requirement, some of the services provided outside the U.S. need to be
performed on a
5
basis other than cost, adjustments shall be made between the parties to make the
pricing for such services consistent with the intention of this Agreement.
ARTICLE 6
GENERAL OBLIGATIONS; STANDARD OF CARE
6.1 PERFORMANCE METRICS: Millipore. Subject to Section 3.4 and any
other terms and conditions of this Agreement, Millipore shall maintain
sufficient resources to perform its obligations hereunder. Specific performance
metrics for Millipore for a specific Service may be set forth in the
corresponding Transition Service Schedule. Where none is set forth, Millipore
shall use reasonable efforts to provide Services in accordance with the
policies, procedures and practices in effect before the Effective Date and shall
exercise the same care and skill as it exercises in performing similar services
for itself. In addition Millipore shall provide Mykrolis with information and
documentation sufficient for Mykrolis to perform the Services it is obligated to
provide hereunder as they were performed before the Effective Date and shall
make available, as reasonably requested by Mykrolis, sufficient resources and
timely decisions, approvals and acceptances in order that Mykrolis may
accomplish its obligations hereunder in a timely manner.
6.2 DISCLAIMER OF WARRANTIES. NEITHER MILLIPORE NOR Mykrolis MAKES
ANY WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO THE
IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE) WITH
RESPECT TO THE SERVICES; SOFTWARE OR OTHER DELIVERABLES PROVIDED BY IT
HEREUNDER.
6.3 PERFORMANCE METRICS: Mykrolis. Subject to Sections 3.4 and any
other terms and conditions of this Agreement, Mykrolis shall maintain sufficient
resources to perform its obligations hereunder. Specific performance metrics
for Mykrolis for a specific Service may be set forth in the corresponding
Transition Service Schedule. Where none is set forth, Mykrolis shall use
reasonable efforts to provide Services in accordance with the policies,
procedures and practices in effect before the Effective Date and shall exercise
the same care and skill as it exercises in performing similar services for
itself. In addition Mykrolis shall provide Millipore with information and
documentation sufficient for Millipore to perform the Services it is obligated
to provide hereunder as they were performed before the Effective Date and shall
make available, as reasonably requested by Millipore, sufficient resources and
timely decisions, approvals and acceptances in order that Millipore may
accomplish its obligations hereunder in a timely manner.
6.4 TRANSITIONAL NATURE OF SERVICES; CHANGES. The parties
acknowledge the transitional nature of the Services and that a Service Provider
may make changes from time to time in the manner of performing the Services if
the Service Provider is making similar changes in performing similar services
for itself and if the Service Provider furnishes to the Service Recipient sixty
(60) days written notice regarding such changes.
6
6.5 RESPONSIBILITY FOR ERRORS; DELAYS. A Service Provider's sole
responsibility to a Service Recipient:
(a) for errors or omissions in Services, shall be to furnish correct
information, payment and/or adjustment in the Services, at no additional cost or
expense to the Service Recipient; provided, the Service Recipient must promptly
advise the Service Provider of any such error or omission of which it becomes
aware after having used reasonable efforts to detect any such errors or
omissions in accordance with the standard of care set forth in Section 6.1; and
(b) for failure to deliver any service because of Impracticability,
shall be to use reasonable efforts, subject to Section 3.3, to make the Services
available and/or to resume performing the Services as promptly as reasonably
practicable.
6.6 GOOD FAITH COOPERATION; CONSENTS. The parties will use good
faith efforts to cooperate with each other in all matters relating to the
provision and receipt of Services. Such cooperation shall include exchanging
information, performing true-ups and adjustments, and obtaining all third party
consents, licenses, sublicences or approvals necessary to permit each party to
perform its obligations hereunder (including by way of example, not by way of
limitation, rights to use third party software needed for the performance of
Services). The costs of obtaining such third party consents, licenses,
sublicenses or approvals shall be borne by the Service Recipient. The parties
will maintain in accordance with its standard document retention procedures,
documentation supporting the information relevant to cost calculations contained
in the Transition Service Schedules and cooperate with each other in making such
information available as needed in the event of a tax audit, whether in the
United States or any other country.
6.7 ALTERNATIVES. If a Service Provider reasonably believes it is
unable to provide any service because of a failure to obtain necessary consents,
licenses, sublicenses or approvals pursuant to Section 6.6 or because of
Impracticability, the parties shall cooperate to determine the best alternative
approach. Until such alternative approach is found or the problem otherwise
resolved to the satisfaction of the parties, the Service Provider shall use
reasonable efforts subject to Section 3.3 and Section 3.4, to continue providing
the Service. To the extent an agreed upon alternative approach requires payment
above and beyond that which is included in the Service Provider's charge for the
service in question, the parties shall share equally in making any such payment
unless they otherwise agree in writing.
ARTICLE 7
TERMINATION
7.1 TERMINATION. A Service Recipient may terminate this Agreement,
either with respect to all or with respect to any one or more of the Services
provided to the
7
Service Recipient hereunder, for any reason or for no reason, at any time upon
sixty (60) days prior written notice to the Service Provider, unless the
specific Transition Service Schedule requires otherwise. In such case, the
payment obligations shall be as set forth in the particular Transition Service
Schedule. In addition, subject to the provisions of Article 16 below, either
party may terminate this Agreement with respect to a specific Service if the
other party materially breaches a material provision with regard to that
particular Service and does not cure such breach (or does not take reasonable
steps required under the circumstances to cure such breach going forward) within
sixty (60) days after being given notice of the breach; provided, however, that
the non-terminating party may request that the parties engage in a dispute
resolution negotiation as specified in Article 16 below prior to termination for
breach.
7.2 SURVIVAL. Notwithstanding the foregoing, in the event of any
termination with respect to one or more, but less than all Services, this
Agreement shall continue in full force and effect with respect to any Services
not terminated.
7.3 USER IDS, PASSWORDS. The parties shall use good faith efforts at
the termination or expiration of this Agreement or any specific Service hereto
to ensure that all applicable user IDs and passwords are cancelled.
ARTICLE 8
RELATIONSHIP BETWEEN THE PARTIES
The relationship between the parties established under this Agreement
is that of independent contractors and neither party is an employee, agent,
partner, or joint venturer of or with the other. Millipore will be solely
responsible for any employment-related taxes, insurance premiums or other
employment benefits respecting its personnel's performance of Services under
this Agreement. Each Service Recipient agrees to grant the Service Provider
personnel access to sites, systems and information (subject to the provisions of
confidentiality in Article 13 below) as necessary for the Service Provider to
perform its obligations hereunder. Each Service Provider agrees to cause its
personnel to agree to obey any and all security regulations and other published
policies of the Service Recipient.
ARTICLE 9
SUBCONTRACTORS
A Service Provider may engage a "Subcontractor" to perform all or any
portion of the Service Provider's duties under this Agreement, provided that any
such Subcontractor agrees in writing to be bound by confidentiality obligations
at least as protective as the terms of Article VI of the Master Separation and
Distribution Agreement regarding confidentiality below, and provided further
that the Service Provider remains responsible for the performance of such
Subcontractor. As used in this Agreement, "Subcontractor" will mean any
individual,
8
partnership, corporation, firm, association, unincorporated organization, joint
venture, trust or other entity engaged to perform hereunder.
ARTICLE 10
INTELLECTUAL PROPERTY
10.1 ALLOCATION OF RIGHTS BY ANCILLARY AGREEMENTS. This Agreement
and the performance of this Agreement will not affect the ownership of any
patent, trademark or copyright or other intellectual property rights allocated
in the Ancillary Agreements.
10.2 EXISTING OWNERSHIP RIGHTS UNAFFECTED, Neither party will gain,
by virtue of this Agreement, any rights of ownership of copyrights, patents,
trade secrets, trademarks or any other intellectual property rights owned by the
other.
10.3 OWNERSHIP OF DEVELOPED WORKS. Except as set forth in Section
10.2, Millipore will own all copyrights, patents, trade secrets, trademarks and
other intellectual property rights subsisting in the Software Deliverables (as
defined in Section 11.1 below) and other works developed by Millipore for
purposes of this Agreement. Likewise, Mykrolis will own all copyrights,
patents, trade secrets, trademarks and other intellectual property rights
subsisting in works developed by Mykrolis for purposes of this Agreement
10.4 CROSS LICENSE TO PREEXISTING WORKS. Mykrolis grants Millipore a
non-exclusive, worldwide, royalty-free license to use, copy, and make derivative
works of, distribute, display, perform and transmit Mykrolis's pre-existing
copyrighted works or other intellectual property rights solely to the extent
necessary to perform its obligations under this Agreement. Millipore grants
Mykrolis a non-exclusive, worldwide, royalty-free license to use, copy, and make
derivative works of, distribute, display, perform and transmit Millipore's pre-
existing copyrighted works or other intellectual property rights solely to the
extent necessary to perform its obligations under this Agreement.
ARTICLE 11
SOFTWARE LICENSE
11.1 SOFTWARE DELIVERABLE/LICENSE, Unless otherwise agreed by the
parties under the Ancillary Agreements or any separate license or technology
agreement, if Millipore supplies Mykrolis with a deliverable that in whole or in
part consists of software, firmware, or other computer code (referred to as a
"Software Deliverable") as indicated in a Transition Service Schedule, such
Software Deliverables will be supplied in object code form, and, if so requested
by Mykrolis, Source Code, and will be subject to the terms of this Article 11.
In the event that such Software Deliverables are licensed to Millipore by third
parties, Mykrolis agrees to be bound by any different or additional conditions
that are required by such
9
third parties, and shall bear the responsibility of obtaining the rights to
possess and use such Software Deliverables.
11.2 DELIVERY AND ACCEPTANCE.
(a) DELIVERY. Millipore agrees to deliver to Mykrolis one (1) : (i)
master copy of the Software in object code form only (and one copy of the Source
Code, if requested by Mykrolis) on the media described on the relevant
Transition Service Schedule and (ii) Documentation for the Software on the media
described in the relevant Transition Service Schedule ((i) and (ii) collectively
a "Complete copy") as listed in the relevant Transition Service Schedule no
later than ten (10) days after the Effective Date (or any other start date as
specifically indicated in the relevant Transition Service Schedule). If Source
Code is licensed under this Agreement, Millipore agrees to deliver one (1) copy
of such Source Code no later than ten (10) days after the Effective Date (or any
other start date as specifically indicated in the relevant Transition Service
Schedule). Additional Software or Source Code may be added to this Agreement
from time to time by execution by the parties of a Transition Service Schedule.
(b) ACCEPTANCE OF SOFTWARE (NON SOURCE CODE) Mykrolis will have
thirty (30) days from the date of receipt of a Complete Copy of the Software to
evaluate the Software for conformity with the manuals and other documentation,
if any, that Millipore makes available with the Software to end users or which
are reasonably necessary to use the software licensed herein, including those
items listed and described in the relevant Transition Service Schedule hereto
(the "Documentation") and specifications, and either accept, return for rework
or reject the Software. Mykrolis shall accept the Software if it substantially
conforms with Documentation and specifications. Mykrolis will be entitled to
test and evaluate the Software and Millipore hereby grants to Mykrolis the right
to use and reproduce the Software only to the extent necessary for Mykrolis to
perform its evaluation. Such license will include the right of Mykrolis to use
third party subcontractors bound by the relevant restrictions herein solely as
necessary to achieve the foregoing. If Mykrolis returns the Software for
rework, Millipore will use its best efforts to correct the identified defects in
Software designated on a Transition Service Schedule as being "Mission Critical"
and will use reasonable commercial efforts to correct the identified defects in
all other Software and resubmit the Software for re-evaluation under the same
acceptance procedure.
(c) ACCEPTANCE OF SOURCE CODE. The Source Code is provided subject
to the limitations below in Section 11.3. The Source Code may not be accepted or
rejected according to the provisions above in Section 11.2(b). If Mykrolis
rejects the Source Code, Mykrolis must destroy all copies of such rejected
Source Code and promptly furnish evidence of such rejection and destruction to
Millipore.
11.3 RIGHTS GRANTED AND RESTRICTIONS.
(a) LICENSE TO SOFTWARE. Subject to the terms and conditions of this
Agreement, Millipore hereby grants to Mykrolis, under Millipore's intellectual
property rights
10
in and to the Software, a non-exclusive, nontransferable (except with respect to
Subsidiaries of Mykrolis), royalty free worldwide license to (a) use and display
the Software for its own internal information processing services and computing
needs (including, without limitation, to operate Mykrolis's Web page and to
interface with visitors to Mykrolis's Web page), and to make sufficient copies
as necessary, for such use, (b) use the Documentation in connection with the
permitted use of the Software and make sufficient copies as necessary for such
use, and (c) modify the software, and to use such modified software for
Mykrolis's internal use as specified in clause (a) above so long as such
modification is permitted by any and all third parties who control such
software.
(b) LICENSE TO SOURCE CODE. Subject to the terms and conditions of
this Agreement, Millipore hereby grants to Mykrolis, under Millipore's
intellectual property rights in and to the Software, a nonexclusive,
nontransferable (except with respect to Subsidiaries of Mykrolis), royalty free
worldwide license to (a) use and reproduce (for archival and back-up purposes
only), and prepare derivative works of the Source Code, for the purpose of
supporting the object code version of the software (if such object code exists),
or, if no object code exists, for the sole purpose of its own internal
information processing services and computing needs and (b) to use Source Code
Documentation in connection with the permitted use of the Source Code and make
copies for archival and back-up purposes. Mykrolis shall also have the right to
modify the Source Code, so long as such modification is permitted by any or all
third parties that control such Source Code.
(c) RESTRICTIONS. Mykrolis shall not itself, or through any
Subsidiary, affiliate, agent or third party: (a) sell, lease, license or
sublicense (except to a Subsidiary of Mykrolis) the Software, the Source Code,
the Documentation or the Source Code Documentation; (b) other than as
contemplated by paragraphs (a) and (b) above, allow access to the Software or
Source Code by any user other than Mykrolis and its Subsidiaries; (c) use the
Software or Source Code to provide processing services to third parties (except
to operate Mykrolis's Web page and to interface with visitors to Mykrolis's Web
page), or (d) otherwise use the Software or Source Code on a "service bureau"
basis; or provide, disclose, divulge or make available to, or permit use of the
Software or Source Code by any third party without Millipore's prior written
consent.
(d) CONFIDENTIALITY. The Source Code and Source Code Documentation
are hereby deemed "Confidential Information" and subject to the terms of
confidentiality set forth in Section 13. The period of disclosure shall be one
(1) year from the Effective Date of this Agreement, and the period of
confidentiality shall be perpetual.
(e) TRADEMARKS. Neither party is granted any ownership in or license
to the trademarks, marks or trade names (collectively, "Marks") of the other
party with respect to this Software.
(f) OWNERSHIP. Millipore hereby reserves all rights to the Software,
Source Code and Documentation, and any copyrights, patents, or trademarks,
embodied therein or used in connection therewith, except for the rights
expressly granted herein.
11
(g) COPYRIGHT NOTICES. Mykrolis agrees that it will not remove any
copyright notices, proprietary markings, trademarks or trade names from the
Software, Source Code, Documentation, or Source Code Documentation.
(h) TECHNICAL ASSISTANCE AND TRAINING. Millipore agrees to provide
technical assistance and training to Mykrolis personnel as specified in the
relevant Transition Service Schedule.
11.4 AS-IS WARRANTY.
(a) AS-IS WARRANTY. THE SOFTWARE AND SOURCE CODE PROVIDED HEREUNDER
IS LICENSED ON AN "AS-IS" BASIS ONLY, WITHOUT ANY EXPRESS WARRANTIES OF ANY
KIND.
(b) IMPLIED WARRANTY DISCLAIMER. MILLIPORE MAKES NO WARRANTIES
WHATSOEVER, EITHER EXPRESS OR IMPLIED, REGARDING THE SOFTWARE OR SOURCE CODE
(INCLUDING DOCUMENTATION AND SOURCE CODE DOCUMENTATION), ITS MERCHANTABILITY OR
TITLE OR ITS FITNESS FOR ANY PARTICULAR PURPOSE.
11.5 MISCELLANEOUS.
NON-RESTRICTIVE RELATIONSHIP. Nothing in this Agreement will be
construed to preclude Mykrolis from independently developing, acquiring or
marketing computer software packages which may perform the same or similar
functions as the Software provided by Millipore.
ARTICLE 12
NO OBLIGATIONS
NO OBLIGATIONS. NEITHER PARTY ASSUMES ANY RESPONSIBILITY OR
OBLIGATIONS WHATEVER, OTHER THAN THE RESPONSIBILITIES AND OBLIGATIONS EXPRESSLY
SET FORTH IN THIS AGREEMENT OR A SEPARATE WRITTEN AGREEMENT BETWEEN THE PARTIES.
IN ADDITION, WITH RESPECT TO ANY OF THE SOFTWARE LICENSED HEREUNDER, IF ANY
THIRD PARTY CLAIMS THAT Mykrolis BREACHED THE RIGHTS OF ANY THIRD PARTY IN ITS
POSSESSION, USE, OR MODIFICATION OF THE SOFTWARE, THE DEFENSE OF SUCH CLAIM
SHALL BE THE SOLE RESPONSIBILITY OF Mykrolis; PROVIDED, HOWEVER, IN THE EVENT OF
ANY SUCH THIRD PARTY CLAIM, MILLIPORE AGREES TO PROVIDE AT Mykrolis'S REQUEST
AND EXPENSE REASONABLE CO-OPERATION AND ASSISTANCE WITH Mykrolis'S DEFENCE
AGAINST SUCH CLAIM.
12
ARTICLE 13
CONFIDENTIALITY
The terms of the Confidentiality provision set forth in Article VI of
the Master Separation and Distribution Agreement shall apply to any and all
Confidential Information disclosed in the course of the parties' interactions
under this Agreement.
ARTICLE 14
LIMITATION OF LIABILITY
NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR ANY LOST PROFITS, LOSS
OF DATA, LOSS OF USE, COST OF COVER, BUSINESS INTERRUPTION OR OTHER SPECIAL,
INCIDENTAL, INDIRECT, PUNITIVE OR CONSEQUENTIAL DAMAGES, HOWEVER CAUSED, UNDER
ANY THEORY OF LIABILITY, ARISING FROM THE PERFORMANCE OF, OR RELATING TO, THIS
AGREEMENT.
ARTICLE 15
FORCE MAJEURE
Each party will be excused for any failure or delay in performing any
of its obligations under this Agreement, other than the obligations of a Service
Recipient to make payments to a Service Provider pursuant to Article 5 hereof
for services rendered, if such failure or delay is caused by Force Majeure.
"Force Majeure" means any act of God or the public enemy, any accident,
explosion, fire, storm, earthquake, flood, or any other circumstance or event
beyond the reasonable control of the party relying upon such circumstance or
event.
ARTICLE 16
DISPUTE RESOLUTION
If a dispute, controversy or claim arises under this Agreement it
shall be settled in accordance with the provisions of Article IX of the Master
Separation and Distribution Agreement.
13
ARTICLE 17
MISCELLANEOUS
17.1 ENTIRE AGREEMENT. This Agreement, the Master Separation and
Distribution Agreement and the other Ancillary Agreements and the Exhibits and
Schedules referenced or attached hereto and thereto constitute the entire
agreement between the parties with respect to the subject matter hereof and
thereof and shall supersede all prior written and oral and all contemporaneous
oral agreements and understandings with respect to the subject matter hereof and
thereof.
17.2 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, excluding its conflict of law rules and the
United Nations Convention on Contracts for the international sale of Goods. The
State and Federal Courts 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 Article 16 above.
17.3 DESCRIPTIVE HEADINGS. The headings contained in this Agreement,
in any Exhibit or Schedule hereto and in the table of contents to this Agreement
are for reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement. Any capitalized term used in any Exhibit or
Schedule but not otherwise defined therein, shall have the meaning assigned to
such term in this Agreement. When a reference is made in this Agreement to an
Article or a Section, Exhibit or Schedule, such reference shall be to an Article
or Section of, or an Exhibit or Schedule to, this Agreement unless otherwise
indicated.
17.4 NOTICES. Notices, offers, requests, or other communication
required or permitted to be given by either party pursuant to the terms of this
Agreement shall be given in writing to the respective parties to the following
addresses:
if to Millipore:
Millipore Corporation
80 Ashby Road
Bedford, MA 01730
Attention: General Counsel
Fax:
if to Mykrolis:
Mykrolis Corporation
Patriots Park
Bedford, MA 01730
Attention: General Counsel
14
or to such other address as the party to whom notice is given may have
previously furnished to the other in writing as provided herein. Any notice
involving non-performance, termination, or renewal shall be sent by hand
delivery, recognized overnight courier or, within the United States may also be
sent via certified mail, return receipt requested. All other notices may also
be sent by fax, confirmed by first class mail. All notices shall be deemed to
have been given and received on the date of actual delivery.
17.5 NONASSIGNABILITY. Except as specifically permitted under Article
10 above, neither party may, directly or indirectly, in whole or in part,
whether by operation of law or otherwise, assign or transfer this Agreement,
without the other party's prior written consent, and any attempted assignment,
transfer or delegation without such prior written consent shall be voidable at
the sole option of such other party. Notwithstanding the foregoing, each party
(or its permitted successive assignees or transferees hereunder) may assign or
transfer this Agreement as a whole without consent to an entity that succeeds to
all or substantially all of the business or assets of such party. Without
limiting the foregoing, this Agreement will be binding upon and inure to the
benefit of the parties and their permitted successors and assigns.
17.6 SEVERABILITY. If any term or other provision of this Agreement 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 will nevertheless remain in
full force and effect so long as the economic or legal substance of the
transactions contemplated is not affected in any manner materially adverse to
any party. Upon such determination that any term or other provision is invalid,
illegal or incapable of being enforced, the parties 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.
17.7 FAILURE OR INDULGENCE NOT WAIVER; REMEDIES CUMULATIVE. If any
term or other provision of this Agreement or the Exhibits or Schedules 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.
17.8 AMENDMENT, No change or amendment will be made to this Agreement
except by an instrument in writing signed on behalf of each of the parties to
such agreement.
15
IN WITNESS WHEREOF, each of the parties has caused this Agreement to
be executed in duplicate originals by its duly authorized representatives.
MILLIPORE CORPORATION MYKROLIS CORPORATION
By: /s/ Francis J. Lunger By: /s/ Jean-Marc Pandraud
------------------------ ----------------------
Francis J. Lunger Jean-Marc Pandraud
Its: Executive Vice President Its: President
------------------------ ----------------------
Date: ________________________ Date: ______________________
List of Transition Service Schedules as of the Effective Date
Transition Service Schedule # Functional Area
- ----------------------------- ---------------
1-A..................... Facilities Sharing Services Millipore to
Mykrolis
1-B..................... Facilities Sharing Services Mykrolis to
Millipore
2....................... Central Engineering
3....................... Plastics Engineering
4....................... MIS
5....................... Analytical Services
6....................... Millipore Information Center
7....................... Financial Services
8....................... Distribution and Warehouse Services
9....................... Legal Services
10...................... Human Resource Services
11...................... Exhibits/Trade Show Services
12...................... Executive Management in Japan
16
Annex A
TRANSITION SERVICE SCHEDULE TO MASTER TRANSITIONAL SERVICES AGREEMENT
1. TRANSITION SERVICE SCHEDULE #: ____________________
(To be inserted by responsible individual or department.)
2. FUNCTIONAL AREA: ________________________________
3. START/END DATE: The Services start on the Effective Date of the Master
Transitional Services Agreement between Millipore Corporation ("Millipore")
and Mykrolis Corporation ("Mykrolis") to which this Transition Service
Schedule is attached and end on February 1, 2001 unless otherwise indicated
below.
INDICATE BELOW IF OTHER START/END DATE:
START DATE: __________________
END DATE: ____________________
If Start and End dates vary by service and/or country, please
indicate in Section 5 below.
4. SUMMARY OF SERVICES (Describe the service to be provided in appropriate
detail.
______________________________________________________________________________
SERVICE NAME
______________________________________________________________________________
5. LIST OF SERVICES TO BE PROVIDED PER COUNTRY AND SITE: (List all the
services to be provided at each site. Enter Start Date and End Date if
different than Section 3 above.)
______________________________________________________________________________
COUNTRY SITE SERVICE(S)
______________________________________________________________________________
______________________________________________________________________________
17
______________________________________________________________________________
6. PERFORMANCE PARAMETERS/SERVICE LEVEL: (State minimum performance expected
from each service, if applicable.)
7. ESTIMATED TOTAL COMPENSATION: ___________________________________________
8. DESCRIBE COST METHODOLOGY AND COST DRIVERS AFFECTING ESTIMATED TOTAL
COMPENSATION (Describe on an individual service basis if necessary):
9. DESCRIBE THE PROCESS BY WHICH THE COST OF SERVICES WILL BE ADJUSTED IN THE
INSTANCE OF AN INCREASE/REDUCTION IN THE SERVICES PROVIDED: (Describe on an
individual service basis if necessary.)
10. SOFTWARE Will software he used or included with the Services to under
this Transition Service Schedule: ____ Yes ____
If yes, will source code be provided: ____ Yes ____
List software to be provided:
SOFTWARE APPLICATION NUMBER OF LICENSES T
______________________________________________
______________________________________________
Upon execution of this Transition Service Schedule by both parties, this
Transition Service Schedule is hereby deemed incorporated into and made part of
that certain Master Transitional Services Agreement between Millipore
Corporation and Mykrolis Corporation
MILLIPORE CORPORATION MYKROLIS CORPORATION
By: _______________________ By: ______________________
Its: ______________________ Its: _____________________
Date: _____________________ Date: ____________________
18
TRANSITION SERVICE SCHEDULE
TO MASTER TRANSITIONAL SERVICES AGREEMENT
1. Transition Service Schedule #: 1-A
---
2. Function Area: Sharing of facilities and provision of services to Mykrolis
in various Millipore facilities ("the Services").
3. The Services start on the Effective Date of the Master Transitional
Services Agreement between Millipore Corporation ("Millipore") and Mykrolis
Corporation ("Mykrolis") to which this Transition Service Schedule is
attached. The end date for the Services shall vary on a facility by
facility basis.
4. Millipore agrees to allow or to cause its applicable Subsidiary to allow
Mykrolis and its employees to occupy and use, together with common areas,
substantially the same space with substantially the same utilities and
other facilities services as is being occupied or used by Mykrolis and its
employees immediately prior to the Effective Date in the following
Millipore owned or leased facilities for the indicated periods:
80 Ashby Road, Bedford, MA; until the earlier of the availability of
Mykrolis's new headquarters facility for occupancy or 1 year following
the Effective Date.
Patriots Park, Bedford, MA; until the earlier of the availability of
alternative space pending fit out as Mykrolis headquarters facility and
in such alternative space until the earlier of the availability of
Mykrolis's new headquarters facility for occupancy or 1 year following
the Effective Date.
Prescott Road, Jaffrey, NH; until the earlier of the availability of a
replacement Mykrolis manufacturing facility for occupancy or 1 year
following the Effective Date.
39 Route Industrielle de la Hardt, Molsheim, France; until the earlier of
the availability for occupancy of a replacement Mykrolis facility in
France or December 31, 2001.
78054 St. Quentin en Yvelines Cedex; until the earlier of the availability
for occupancy of a replacement Mykrolis service facility in France or 2
years following the Effective Date.
18 Harbour Road, Wanchai, Hong Kong; until October 2002 or earlier
termination of the lease by Millipore.
No 14 Jalan, Petaling Jaya, Selangor, Malaysia; until the earlier of
expiration of the lease or December 31, 2002.
Rue de la Fuse, 60 Rakestraat, Brussels, Belgium; until June 30, 2001.
19
Penningweg 33, Postbus 166, 4870 AD, Etten-Leur, The Netherlands; until
June 30, 2001.
[Need street address] Lyon, France; until April 31, 2001 or the
termination of this lease by Millipore.
32 Wiggins Ave., Bedford, MA; until the earlier of the availability of
Mykrolis's new headquarters facility for occupancy or 1 year following
the Effective Date.
20090 Vimodrone, MI, Milan, Italy; until December 31, 2001.
The above occupancy may be extended by mutual agreement. In addition,
detailed arrangements relating to the above occupancy and the related
facilities and services (Arrangements") may be specified may be specified
with respect to each of the above facilities in writing as deemed
appropriate by Millipore and Mykrolis.
5. In consideration for the occupancy and Arrangements specified in paragraph
4 above, Mykrolis agrees to pay an amount equal to the charges allocated
by Millipore to its Microelectronics Division for occupancy of such space
prior to the Effective Date. For those facilities Mykrolis is utilizing as
of January 1, 2002, such allocation shall be changed to reflect current
costs.
Upon execution of this Transition Service Schedule by both parties, this
Transition Service Schedule is hereby deemed incorporated into and made
part of that certain master Transitional Services Agreement between
Millipore Corporation and Millipore Microelectronics Inc.
MILLIPORE CORPORATION MYKROLIS CORPORATION
By: /s/ Francis J. Lunger By: /s/ Jean-Marc Pandraud
------------------------ ----------------------
Title: Executive Vice President Title: President
------------------------ ----------------------
Date: ________________________ Date: ______________________
Name: Francis J. Lunger Name: Jean-Marc Pandraud
------------------------ ----------------------
20
TRANSITION SERVICE SCHEDULE
TO MASTER TRANSITIONAL SERVICES AGREEMENT
1. Transition Service Schedule #: 1-B
---
2. Function Area: Sharing of facilities and provision of services to
Millipore in various Mykrolis facilities ("the Services").
3. The Services start on the Effective Date of the Master Transitional
Services Agreement between Millipore Corporation ("Millipore") and Mykrolis
Corporation ("Mykrolis") to which this Transition Service Schedule is
attached. The end date for the Services shall vary on a facility by
facility basis.
4. Mykrolis agrees to allow or to cause its applicable Subsidiary to allow the
local member of the Millipore Group to occupy and use, together with common
areas, substantially the same space with substantially the same utilities
and other facilities services as is being occupied or used by members of
the Millipore Group and its employees immediately prior to the Effective
Date in the following Mykrolis leased facilities for the indicated periods:
Suite 711, City Air Terminal Building, Samsung-Dong Kangnam-Ku, Seoul,
Korea; until the earlier of the expiration of the lease extension or
December 31, 2001.
31 Kaki Bukit Road 3, 11 Tech Link, Singapore; until November 2002.
The above occupancy may be extended by mutual agreement. In addition,
detailed arrangements relating to the above occupancy and the related
facilities and services (Arrangements") may be specified may be specified
with respect to each of the above facilities in writing as deemed
appropriate by Mykrolis and Millipore.
5. In consideration for the occupancy and Arrangements specified in paragraph
4 above, Millipore agrees to pay an amount equal to the charges allocated
by Millipore for occupancy of such space prior to the Effective Date. For
those facilities Millipore is utilizing as of January 1, 2002, such
allocation shall be changed to reflect current costs.
Upon execution of this Transition Service Schedule by both parties, this
Transition Service Schedule is hereby deemed incorporated into and made
part of that certain master Transitional Services Agreement between
Millipore Corporation and Millipore Microelectronics Inc.
MILLIPORE CORPORATION MYKROLIS CORPORATION
By: /s/ Francis J. Lunger By: /s/ Jean-Marc Pandraud
----------------------------- ----------------------------
Title: Executive Vice President Title: President
----------------------------- ----------------------------
Date: _____________________________ Date: ____________________________
21
Name: ______________________________ Name: _____________________________
22
TRANSITION SERVICE SCHEDULE
TO MASTER TRANSITIONAL SERVICES AGREEMENT
1. Transition Service Schedule #: 2
-----
2. Functional Area: Central Engineering
3. Start/End Date:
The services start on the Effective Date of the Master Transitional
Services Agreement between Millipore Corporation ("Millipore") and Mykrolis
Corporation, ("Mykrolis") to which this Transition Service Schedule is
attached, and end on 12/31/01.
4. Summary of Services:
A.) Equipment Design - Design, construction, installation, validation of
process equipment. Equipment may be for R&D programs, pilot
production, or full scale production.
B.) Model Shop support - Manufacture parts and complete machines from
sketches, complete drawings, etc. Designs/drawings may come from CE
Equipment Design groups or directly from MiE R&D or Operations.
C.) Process Technology Department - CE Process technology lab works with
MiE personnel to define key elements of manufacturing assembly
technology.
D.) Facilitating transfer of personnel, equipment, and capability to
Mykrolis.
5. Cost Methodology:
Model shop work at $69.00 per hour. Engineering work at $96.00 per hour.
This covers direct and indirect costs.
6. Estimated 2001 Use of Resources: Good faith efforts will be provided to
accommodate all Mykrolis requests. However, activity estimates ( in hours)
for all of 2001 are as listed below. Millipore shall not be required to
provide any services in excess of the maximums listed below.
-----------------------------------------------------------------------
Maximum
Estimated Required
-----------------------------------------------------------------------
Model Shop 7000 8700
-----------------------------------------------------------------------
Engineering, including design and
process technology 3800 4700
-----------------------------------------------------------------------
23
Upon execution of this Transition Service Schedule by both parties, this
Transition Service Schedule is hereby deemed incorporated into and made
part of that certain master Transitional Services Agreement between
Millipore Corporation and Millipore Microelectronics Inc.
MILLIPORE CORPORATION MYKROLIS CORPORATION
By: /s/ Francis J. Lunger By: /s/ Jean-Marc Pandraud
-------------------------------- ----------------------------
Title: Executive Vice President Title: President
-------------------------------- ----------------------------
Date: ________________________________ Date: ____________________________
Name: Francis J. Lunger Name: Jean-Marc Pandraud
-------------------------------- ----------------------------
24
TRANSITION SERVICE SCHEDULE
TO MASTER TRANSITIONAL SERVICES AGREEMENT
1. Transition Service Schedule #: 3
-
2. Functional Area: Plastics Engineering
3. Start/End Date:
The services start on the Effective Date of the Master Transitional
Services Agreement between Millipore Corporation ("Millipore") and Mykrolis
Corporation, ("Mykrolis") to which this Transition Service Schedule is
attached, and end on 12/31/01.
4. Summary of Services:
A.) Molding and mold design consulting and program management for Mykrolis
R&D programs.
B.) Molding of small volume components for Mykrolis production. Most
notably, Molding of LHVD & impact manifold.
C.) LHVD Molds qualification
I Currently involved in qualifying LHVD molds. Qualifying of
molds will be complete by end-November. Mykrolis customer
qualification work to start @ that time.
II Plan to move new LHVD molds to Jaffrey molding department,
once qualified.
D.) Facilitating transfer of personnel, equipment, and capability to
Mykrolis. One specific deliverable will be transfer of the cannister
molds for Mykrolis components to them during the transition period.
5. Cost Methodology:
All personnel in Plastics Engineering shall bill out their time at a rate
of $86.00 per hour. This covers direct and indirect costs.
6. Estimated 2001 Use of Resources: Good faith efforts will be provided to
accommodate all Mykrolis requests. However, activity estimates (in hours)
for 2001 are as listed below. Millipore shall not be required to provide
any services in excess of the maximums listed below.
25
- -------------------------------------------------------------------------------
Estimated Maximum
- -------------------------------------------------------------------------------
H1/2001 H2/2001 H1/2001 H2/2001
- -------------------------------------------------------------------------------
Molding 250 150 350 250
Manager/Engineer
time
- -------------------------------------------------------------------------------
technician and mold 500 300 750 500
maker time
- -------------------------------------------------------------------------------
Upon execution of this Transition Service Schedule by both parties, this
Transition Service Schedule is hereby deemed incorporated into and made
part of that certain master Transitional Services Agreement between
Millipore Corporation and Millipore Microelectronics Inc.
MILLIPORE CORPORATION MYKROLIS CORPORATION
By: /s/ Francis J. Lunger By: /s/ Jean-Marc Pandraud
-------------------------------- ----------------------------
Title: Executive Vice President Title: President
-------------------------------- ----------------------------
Date: ________________________________ Date: ____________________________
Name: Francis J. Lunger Name: Jean-Marc Pandraud
-------------------------------- ----------------------------
26
Transition Service Schedule to
Master Transitional Services Agreement
1. Transition Service Schedule #4
--
2. Functional Area: MIS
3. Start/End Date: The Services start on the Effective Date of the Master
Transitional Services Agreement between Millipore Corporation ("Millipore")
and Mykrolis Corporation ("Mykrolis") to which this Transition Service
Schedule is attached. The end date for the Services is April 1, 2003.
4. Summary of Services
I. Operations Services includes the following functions: Data Transmissions
Services and Data Processing Services.
A. Data Transmission Services
1. Millipore will provide Mykrolis with dedicated data transmission lines
for the following locations:
. France (Mykrolis new location when established)
. Esching, Germany
. Dresden, Germany (local line from Esching)
. Swindon, U.K.
. Tokyo, Japan
. Singapore
. Seoul, Korea
. Hsin Chu, Taiwan
. Tainan, Taiwan
. Yonezawa, Japan
. 81 Fitzgerald Drive, Jaffrey, NH
. Patriot's Park, Bedford, MA
. Allen, TX
. San Jose, CA
. San Clemente, CA
. Austin, TX
. Tempe, AZ
. Suzhou, PRC.
27
2. The line configuration for these dedicated lines will be at
Mykrolis's discretion, but subject to the approval of Millipore,
which approval shall not be unreasonably withheld.
3. Millipore will provide Mykrolis with shared data transmission
lines for the duration of Mykrolis's occupancy for the below
listed locations:
. 80 Ashby Road
. Prescott Road, Jaffrey, NH
. St. Quentin, France
. Molsheim, France
4. In the event Global One is not able to provide the two parties
with the requested changes to the Millipore network, Millipore
and Mykrolis may have to share more data transmission lines. This
occurrence shall not affect the cost of these Services.
5. Millipore will also provide the professional services required to
maintain internet access for Mykrolis.
6. Millipore will provide the professional services required to
support the supply of voice communications resources to Mykrolis
until April 1, 2002.
B. Data Processing Services
1. Millipore will provide Mykrolis with a data processing environment
which contains the following features:
i) An Oracle data processing environment which includes the
following listed functions and related department supervisors:
. Production control
. Data Center
. DBA
. System Administration (excluding NT)
. Response Center services to Mykrolis employees while they
are located at 80 Ashby Road
ii) In addition, Millipore shall support the following
operations:
. Oracle applications
. Product Center
. Job Scheduler
. Discoverer for HR
. Business object environment
. APS Infrastructure
28
2. During the transition period, the operation group is
expected to complete the following projects:
. Split into 2 separate instances both companies during 2001
. Upgrade or conversion of WWPROD to 11.i during 2001
. Upgrade or conversion of JAPROD to 11.i during 2001
. Fuse WWPROD and JAPROD into a single instance during 2001
. Perform the platform migration from Sequent to Sun in early
2002
. Assist in the integration process of potential acquired
companies when required
. Upgrade the Oracle environment to Multi-Org.
. Implement the NLS functionalities as required by Mykrolis
3. The costs for the Services described in Sections (1) and (2)
above will be a percentage of the total cost of the Data
Processing Center, corresponding to the percentage of
Mykrolis's use of the Data Processing Center. The
configuration of the Data Processing Center will be at
Millipore's discretion, but subject to the approval of
Mykrolis, which shall not be unreasonably withheld.
4. The intranet operations group shall provide the following
Services to Mykrolis:
. Lotus Notes administration
. NT administration of Notes hosting services
. Same time and Learning Space (or equivalent product like
Symposium Centra) Administration
. InfoPump, Power-flow and InfoScout administration.
II. Software Services (Deliverables)
In accordance with Article 11 of the Agreement Millipore shall deliver
object code and Source Code versions of the following Software
Deliverables:
Millipore Notes Databases
. Oracle Software customized by Millipore as follows:
. Triggers
. Alerts
. Flexfields
. Database Packages
. Interface Routines
. End User Reports
. Sterling EDI Package
Open Market STIBO Package
. BPA Package (Bar Code)
. Open Market Web Store Package
InfoPump
29
PowerFlow
InfoScout
Software Deliverables marked with a spade [.] above shall be deemed to be
"Mission Critial" for purposes of Section 11.2(b) of the Agreement.
Mykrolis's evaluation of the above Software Deliverables shall be pursuant
to mutually agreed upon test scripts.
5. Cost
Except as otherwise specifically provided herein, the Cost for the Services
provided in this Schedule shall be the direct costs, plus the indirect
costs, of providing the Service, as determined in accordance with Generally
Accepted Accounting Principles (GAAP). Moreover, the costs for all shared
resources shall be determined on a transaction/revenue calculation. In
addition, if Mykrolis's transactions fall below 20% of the combined
Millipore/Mykrolis total transactions, then for the purposes of this cost
determination, Mykrolis's transactions shall be deemed to be 20%. Such
costs shall be billed to Mykrolis, or Millipore as the case may be, on a
quarterly basis throughout the term of this Service Schedule.
6. Migration Support
At the end of the term of this Transitional Services Schedule, Millipore
will make reasonable commercial efforts to provide the required internal
resources to support the migration of Mykrolis systems to any chosen vendor
or to Mykrolis's own internal IS department
Upon execution of this Transition Service Schedule by both parties, this
Transition Service Schedule is hereby deemed incorporated into and made
part of that certain master Transitional Services Agreement between
Millipore Corporation and Millipore Microelectronics Inc.
MILLIPORE CORPORATION MYKROLIS CORPORATION
By: /s/ Francis J. Lunger By: /s/ Jean-Marc Pandraud
-------------------------------- ----------------------------
Title: Executive Vice President Title: President
-------------------------------- ----------------------------
Date: ________________________________ Date: ____________________________
Name: Francis J. Lunger Name: Jean-Marc Pandraud
-------------------------------- ----------------------------
30
Transition Service Schedule to
Master Transitional Services Agreement
1. Transition Service Schedule #5
--
2. Functional Area: Analytical Services
3. Start/end Date: The Services start on the Effective Date of the Master
Transitional Services Agreement between Millipore Corporation ("Millipore")
and Mykrolis Corporation ("Mykrolis") to which this Transition Service
Schedule is attached and end 2 years later unless otherwise indicated
below.
4. Summary of Services
A. By Millipore to Mykrolis:
Current routine methods and analytical technologies currently already
established at Millipore will be used to support new product
development, process trouble shooting and customer problem solving by
providing data with basic interpretation from one of the following
technique areas.
- ------------------------------------------------------------------------------
Technique Area Description
- ------------------------------------------------------------------------------
Trace Organic Solvent extraction of filters and membranes
followed by evaporation and gravimetric
quantification of non-volatile residues (NVR) or
chromatographic (GC or LC) quantification of
specific species using developed methods.
Development of new chromatographic methods using
known technology that is currently available to
Millipore for quantifying trace organic
extractables.
- ------------------------------------------------------------------------------
SEM/Microscopy Acquiring images at high magnification using SEM
to document microscopic features.
Dimensional analysis of microscopic features
using Optical Profilommetry or SEM.
Elemental analysis of microscopic particles
using EDS for trouble shooting and customer
support.
Characterization and quantification of
well-defined shapes (e.g., hollow fiber
openings) using image analysis.
- ------------------------------------------------------------------------------
Polymer Surface Determination of molecular basis for surface
- ------------------------------------------------------------------------------
31
- ------------------------------------------------------------------------------
Technique Area Description
- ------------------------------------------------------------------------------
properties that influence performance. (Cost for
outside labs to perform XPS, ToFSIMS, etc. will
be the responsibility of MiE.)
- ------------------------------------------------------------------------------
Thermo-Mechanical Determination of thermal mechanical behavior of
polymers:
. DSC for thermal transitions
. TGA for mass loss versus temperature
. DMA/TMA for thermo-mechanical behavior under
different conditions.
- ------------------------------------------------------------------------------
Spectroscopy Nuclear Magnetic Resonance, Mass Spectrometry
and Infrared Spectroscopy for molecular
characterization of NVR components. . (Cost for
outside labs to perform NMR, MS, etc. will be
the responsibility of MiE.)
- ------------------------------------------------------------------------------
Customer Support FTIR analysis versus extensive database to
determine likely sources of fouling and other
types of trouble shooting. (see examples next
page)
- ------------------------------------------------------------------------------
B. By Mykrolis to Millipore:
Current routine methods and analytical technologies already
established at Millipore will be used to support new product development,
process trouble shooting and customer problem solving by providing data
with basic interpretation from one of the following technique areas.
- ------------------------------------------------------------------------------
Technique Area Description
- ------------------------------------------------------------------------------
Trace Inorganic Quantification of inorganics and complex ions in
aqueous solutions using developed methods.
- ------------------------------------------------------------------------------
5. Cost
A. By Millipore to Mykrolis:
(i) The Cost of the Services described above shall be $110.00 per
hour (cost).
(ii) Mykrolis shall be required to pay a minimum quarterly amount
for the Services (the "Minimum Fee"). The Minimum Fee shall be
equal to the minimum range of time, set forth in the chart
below multiplied by the
32
applicable hourly fee. The Minimum Fee shall be determined on
a quarterly basis by technique area. The Minimum Fee shall be
due regardless of the actual utilization of Services.
(iii) Millipore shall not be required to provide Services in excess
of the maximum range listed in the chart below. Such maximums
apply on a quarterly basis, by technique area.
- -------------------------------------------------------------------------------------------------------------------
Technique Area F.T.E. Min. % Min. Hrs. Max. % Max Hrs. Work by Work for
- -------------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------------
Group Mgt 0.5 28% 218 42% 328 Millipore Mykrolis
- -------------------------------------------------------------------------------------------------------------------
Trace Organic 2 15% 468 35% 1092 Millipore Mykrolis
- -------------------------------------------------------------------------------------------------------------------
SEM/Microscopy 2 45% 1404 55% 1716 Millipore Mykrolis
- -------------------------------------------------------------------------------------------------------------------
Polymer Surface 1 0% 0 10% 156 Millipore Mykrolis
- -------------------------------------------------------------------------------------------------------------------
Thermo-Mech 2 0% 0 10% 312 Millipore Mykrolis
- -------------------------------------------------------------------------------------------------------------------
Spectroscopy 1 10% 156 20% 312 Millipore Mykrolis
- -------------------------------------------------------------------------------------------------------------------
Customer Support 1 10% 156 20% 312 Millipore Mykrolis
- -------------------------------------------------------------------------------------------------------------------
Total 8.5 20% 2714 31% 4071 Millipore Mykrolis
- -------------------------------------------------------------------------------------------------------------------
B. By Mykrolis to Millipore:
(i) The cost of the trace organic Services described above shall be
$110.00 per hour (cost).
(ii) Millipore shall be required to pay a Minimum Fee for the
Services. The Minimum Fee shall be equal to the minimum range
of time, set forth in the chart below multiplied by the
applicable hourly fee. The Minimum Fee shall be determined on a
quarterly basis by technique area. The Minimum Fee shall be due
regardless of the actual utilization of Services.
(iii) Mykrolis shall not be required to provide Services in excess of
the maximum range listed in the chart below. Such maximums
apply on a quarterly basis.
33
- --------------------------------------------------------------------------------------------------------------------
Ranges (Minimum/Maximum) of Commitment
- --------------------------------------------------------------------------------------------------------------------
Technique Area F.T.E. Min. % Min. Hrs. Max. % Max Hrs. Work by Work for
- --------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------
Trace Inorganic 2 8% 250 15% 468 Mykrolis Millipore
- --------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------
6. Termination
Either party may terminate this Schedule by providing 6 months written
notice to the other party. Minimum quarterly fees hereunder for periods
extending beyond the effective date of termination shall be pro rated to
the date of termination.
Upon execution of this Transition Service Schedule by both parties, this
Transition Service Schedule is hereby deemed incorporated into and made
part of that certain Master Transitional Services Agreement between
Millipore Corporation and Millipore Microelectronics Inc.
MILLIPORE CORPORATION MYKROLIS CORPORATION
By: /s/ Francis J. Lunger By: /s/ Jean-Marc Pandraud
------------------------- -----------------------
Title: Executive Vice President Title: President
------------------------- -----------------------
Date: _________________________ Date: _______________________
Name: Francis J. Lunger Name: Jean-Marc Pandraud
------------------------- -----------------------
34
TRANSITION SERVICE SCHEDULE
TO MASTER TRANSITIONAL SERVICES AGREEMENT
1. Transition Service Schedule #6
------------------------------
2. Functional Area: Millipore Information Center
---------------
3. Start/End Date: The Services start on the Effective Date of the Master
--------------
Transitional Services Agreement between Millipore Corporation ("Millipore")
and Mykrolis Corporation ("Mykrolis") to which this Transition Service
Schedule is attached and end 2 years later unless otherwise indicated
below.
4. Summary of Services
-------------------
A. Online Searching - Covers the design and execution of complex search
----------------
strategies, utilizing subscription databases, the worldwide web and
any other electronic or paper resource to provide information/data to
fulfill client requests.
B. Document Delivery - Covers the procuring of full-text copies (either
-----------------
in paper or electronic form) from contracted vendors per client
requests; includes journal articles, conference papers, reports,
books, patents, standards, etc.
C. Daily Business Briefing - The DBB is published each morning by 11:00
-----------------------
AM through Lotus Notes. The contents will include current information
regarding Mykrolis and its business segments, competitors and related
industries.
D. TechWatch - A continuously updated database of patents assigned to
---------
Millipore, competitors and related industries (updated monthly).
5. Cost
----
A. Online Searching $36,000 per year Covers up to 400 search
(payable quarterly in four hours. If this amount is
equal amounts) exceeded, Mykrolis shall be
charged at $50/hr for labor
plus itemized cost of each
additional online search
B. Document Delivery The itemized cost of each
document plus $50/hr. for
labor (billed quarterly)
C. Daily Business $6,000 per year (payable
Briefing quarterly in four equal
amounts)
35
D. Tech Watch $13,900 per year (payable
quarterly in four equal
amounts)
6. Termination
-----------
Mykrolis may terminate this Schedule after the first year of Service,
provided it notifies Millipore of its decision to terminate in writing 90
days before the end of the first year of Service.
Upon execution of this Transition Service Schedule by both parties, this
Transition Service Schedule is hereby deemed incorporated into and made
part of that certain master Transitional Services Agreement between
Millipore Corporation and Millipore Microelectronics Inc.
MILLIPORE CORPORATION MYKROLIS CORPORATION
By: /s/ Francis J. Lunger By: /s/ Jean-Marc Pandraud
------------------------- -----------------------
Title: Executive Vice President Title: President
------------------------- -----------------------
Date: _________________________ Date: _______________________
Name: Francis J. Lunger Name: Jean-Marc Pandraud
------------------------- -----------------------
36
TRANSITION SERVICE SCHEDULE
TO MASTER TRANSITIONAL SERVICES AGREEMENT
1. Transitional Service Schedule #7
--------------------------------
2. Functional Area: Financial Services (including General Ledger, Accounts
---------------
Payable, Payroll, Financial Reporting, Credit/Collection, Cash
Appropriations, Tax, Treasury, Insurance, Customer Service) (the
"Services").
3. Start/End Date: The Services start on the Effective Date of the Master
--------------
Transitional Services Agreement between Millipore Corporation ("Millipore")
and Mykrolis Corporation ("Mykrolis") to which this Transition Service
Schedule is attached and end one year later unless otherwise indicated
below.
4. Service Provider
----------------
For the most part, Millipore will be providing the Services to Mykrolis.
In a few instances, which will be clearly indicated below, Mykrolis shall
be providing Services to Millipore.
5. Cost
----
The Cost for the Services provided in this Schedule shall be the direct
costs, plus the indirect costs, of providing the Service, as determined in
accordance with Generally Accepted Accounting Principles (GAAP). Such
costs shall be billed to Mykrolis, or Millipore as the case may be, on a
quarterly basis throughout the term of this Service Schedule.
6. List of Services to be Provided per Country/Area
------------------------------------------------
A. United States
-------------
Insurance
---------
. Millipore's risk manager shall handle the insurance claims for
Mykrolis for a period of 3 quarters.
. Millipore's risk manager shall also train MIE's representative.
. These Insurance Services will apply on a worldwide basis.
37
Tax
---
[To be determined.]
B. Europe
------
(i) General Ledger
--------------
Millipore's European Financial Shared Service Center shall
provide General Ledger Services for a period of 3 quarters.
(ii) Accounts Payable
----------------
Millipore's European Financial Shared Service Center shall provide
Accounts Payable Services to Mykrolis and its European Subsidiaries for a
period of 3 quarters.
(iii) Payroll
-------
In France, Millipore's European Financial Shared Service Center
will provide Payroll Services to Mykrolis's French Subsidiary
for a period of 3 quarters.
(iv) Credit/Collections/Cash Appropriations
--------------------------------------
Millipore shall provide cash application by country to Mykrolis
and its Subsidiaries for a period of 3 quarters.
(v) Treasury
--------
Millipore shall provide banking, cash concentration, domestic
customers and vendors, and intercompany transactions to
Mykrolis and its Subsidiaries for a period of 2 quarters.
C. Korea
-----
(i) Accounting Services (i.e., General Ledger, Accounts Payable,
-------------------
Accounts Receivable, Cash Appropriations, HR Administration)
Mykrolis shall provide the above described Accounting Services
to Millipore's Korean Subsidiary for a period of 2 months.
(ii) Customer Service
----------------
38
Mykrolis shall provide Customer Service Services to Millipore's
Korean Subsidiary for a period of 2 quarters.
D. Taiwan
------
Accounting Services
-------------------
Mykrolis shall provide Accounting Services to Millipore's Taiwan
operations for a period of 2 quarters. In order to perform this
Service Mykrolis will be using interim employees in Taipei that will
ultimately transfer to Millipore; Millipore agrees to use reasonable
efforts to encourage these employees to remain with Mykrolis during
this two quarter transition period.
Upon execution of this Transition Service Schedule by both parties, this
Transition Service Schedule is hereby deemed incorporated into and made
part of that certain master Transitional Services Agreement between
Millipore Corporation and Millipore Microelectronics Inc.
MILLIPORE CORPORATION MYKROLIS CORPORATION
By: /s/ Francis J. Lunger By: /s/ Jean-Marc Pandraud
-------------------------- -----------------------
Title: Executive Vice President Title: President
-------------------------- -----------------------
Date: __________________________ Date: _______________________
Name: Francis J. Lunger Name: Jean-Marc Pandraud
-------------------------- -----------------------
39
TRANSITION SERVICE SCHEDULE
TO MASTER TRANSITIONAL SERVICES AGREEMENT
1. Transition Services Schedule #8
-------------------------------
2. Functional Area: Distribution and Warehouse Services.
---------------
3. Start/End Date: The Services start on the Effective Date of the Master
--------------
Transitional Services Agreement between Millipore Corporation ("Millipore")
and Mykrolis Corporation ("Mykrolis") to which this Transition Service
Schedule is attached and end one year later.
4. Service Provider
----------------
In most cases, Millipore shall be providing the Services to Mykrolis. In a
few cases, Mykrolis shall be providing the Services to Millipore.
5. Summary of Services:
-------------------
Distribution and Warehousing Services include warehousing, product
receiving, picking, packing, shipping, domestic and international carrier
management and freight payment, shipping documentation, and export
compliance consulting (the "Services"). In addition, Millipore shall also
be performing a number of administrative services (the "Administrative
Services") for Mykrolis which shall include the following:
- Examination of and Replies to Contracts and Certifications
- Completion of Vendor Applications and Supplier Profiles
- Review and Reply to Customer Terms and Conditions
- Bid Oversight
- Customer File maintenance
- Product File maintenance
- Territory Classification
- Oracle Table Maintenance (includes GCC)
- Call Directing
6. Cost
----
Millipore will charge Mykrolis (or Mykrolis will charge Millipore) its
direct costs, plus its indirect costs, for providing the Services. Such
costs will be determined according to Generally Accepted Accounting
Principles (GAAP). The cost for the Administrative Services shall be a
flat fee of $25,000.00 per quarter. The Service Provider shall invoice the
Service Recipient on a quarterly basis for the Services and the
Administrative Services.
40
7. List of Services to be provided per Country
-------------------------------------------
A. United States
-------------
Millipore shall provide the Services to Mykrolis for a period of one
year.
B. Europe
------
Millipore's European Distribution Center shall provide the Services to
Mykrolis for a period of 2 quarters.
C. Korea
-----
Mykrolis shall be providing the Services to Millipore's Korean
Subsidiary for a period of 2 quarters.
D. Singapore
---------
Mykrolis shall be providing the Services to Millipore's Singapore
Subsidiary for a period of 2 quarters.
E. Japan
-----
Mykrolis shall provide the Services to Millipore for a period of one
year.
Upon execution of this Transition Service Schedule by both parties, this
Transition Service Schedule is hereby deemed incorporated into and made
part of that certain master Transitional Services Agreement between
Millipore Corporation and Millipore Microelectronics Inc.
MILLIPORE CORPORATION MYKROLIS CORPORATION
By: /s/ Francis J. Lunger By: /s/ Jean-Marc Pandraud
------------------------- --------------------------
Title: Executive Vice President Title: President
------------------------- --------------------------
Date: _________________________ Date: __________________________
Name: Francis J. Lunger Name: Jean-Marc Pandraud
------------------------- --------------------------
41
TRANSITION SERVICE SCHEDULE
TO MASTER TRANSITIONAL SERVICES AGREEMENT
1. Transitional Service Schedule #9
--------------------------------
2. Functional Area: Legal services (the "Services").
---------------
3. Start/End Date: The Services start on the Effective Date of the Master
--------------
Transitional Service Agreement between Millipore Corporation ("Millipore")
and Mykrolis Corporation ("Mykrolis") to which this Transition Service
Schedule is attached. The Services specified herein shall be provided for a
period of six months following the Effective Date unless otherwise
indicated below.
4. Cost
----
The cost for the Services provided in this Schedule shall be the direct
costs, plus the indirect costs, of providing the Service, as determined in
accordance with Generally Accepted Accounting Principles (GAAP). Such
costs shall be billed to Mykrolis on a quarterly basis, throughout the term
of this Service Schedule. For the paralegal services set forth in Section
5(a) below, the cost shall be $72 per hour. Mykrolis shall pay for 1/2 of
the secretarial services of Colleen Spreadbury and Maureen Stone as per the
formula set forth in the first sentence of this paragraph.
5. Summary of Service and Service Providers
----------------------------------------
a. Patent paralegal service and corporate paralegal services. Millipore
shall not be required to perform any services in excess of 1/3 of the
patent paralegal's time or 1/3 of the corporate paralegal's time as
determined on a weekly basis. The paralegals shall keep a record of
their time for purposes of determining the number of hours worked per
week.
b. Secretarial services for Mykrolis lawyers shall continue to be
provided on substantially the same basis as prior to the Effective
Date.
c. Legal research services (Lexis, access to legal library and legal
loose leaf services and advance sheets etc) and other legal and office
support services shall continue to be provided on substantially the
same basis as prior to the Effective Date. Mykrolis shall reimburse
Millipore for 1/3 of the cost of Lexis.
d. Pat Powers shall provide employment law services. Such Services shall
not be in excess of 20 hours per week and Ms. Powers shall keep a
record of her time for purposes of determining the number of hours
worked per week.
Upon execution of this Transition Service Schedule by both parties, this
Transition Service Schedule is hereby deemed incorporated into and made part of
that certain master Transitional Services Agreement between Millipore
Corporation and Millipore Microelectronics Inc.
42
MILLIPORE CORPORATION MYKROLIS CORPORATION
By: /s/ Francis J. Lunger By: /s/ Jean-Marc Pandraud
------------------------- -------------------------
Title: Executive Vice President Title: President
------------------------- -------------------------
Date: _________________________ Date: _________________________
Name: Francis J. Lunger Name: Jean-Marc Pandraud
------------------------- -------------------------
43
TRANSITION SERVICE SCHEDULE
TO MASTER TRANSITIONAL SERVICES AGREEMENT
1. Transitional Service Schedule #10
---------------------------------
2. Functional Area: Human Resource Services (the "Services")
---------------
3. Start/End Date: The Services start on the Effective Date of the Master
--------------
Transitional Services Agreement between Millipore Corporation ("Millipore")
and Mykrolis Corporation ("Mykrolis") to which this Transition Service
Schedule is attached and end no later than December 31, 2001.
4. Service Provider
----------------
Millipore will be providing the Services to Mykrolis.
5. Cost
----
The Cost for the Services provided in this Schedule shall be the direct
costs, plus the indirect costs, of providing the Service, as determined in
accordance with Generally Accepted Accounting Principles (GAAP). Such
costs shall be billed to Mykrolis, on a quarterly basis throughout the term
of this Service Schedule.
6. List of Services to be Provided per Country/Area
------------------------------------------------
A. United States
-------------
(i) Benefits Administration (i.e., including but not limited to
medical and dental, life insurance, stock purchase plan, 401K
administration, etc.)
(ii) Hiring administration.
(iii) Health services.
B. Europe
------
HR administrative support (work contract, transactions with payrolls,
labor law advice, etc.) in U.K., France, Germany, Italy, Netherlands,
and Belgium.
44
Upon execution of this Transition Service Schedule by both parties, this
Transition Service Schedule is hereby deemed incorporated into and made
part of that certain master Transitional Services Agreement between
Millipore Corporation and Millipore Microelectronics Inc.
MILLIPORE CORPORATION MYKROLIS CORPORATION
By: /s/ Francis J. Lunger By: /s/ Jean-Marc Pandraud
------------------------- -------------------------
Title: Executive Vice President Title: President
------------------------- -------------------------
Date: _________________________ Date: _________________________
Name: Francis J. Lunger Name: Jean-Marc Pandraud
------------------------- -------------------------
45
TRANSITION SERVICE SCHEDULE
TO MASTER TRANSITIONAL SERVICES AGREEMENT
1. Transition Services Schedule #11
--------------------------------
2. Functional Area: Exhibits/Trade Shows Services
---------------
3. Start/End Date: The Services start on the Effective Date of the Master
--------------
Transitional Services Agreement between Millipore Corporation ("Millipore")
and Mykrolis Corporation ("Mykrolis") to which this Transition Service
Schedule is attached and end one year later.
4. Service Provider
----------------
Millipore shall be providing the Services to Mykrolis.
5. Summary of Services:
-------------------
A. Millipore will provide complete support services for the following
Mykrolis trade shows: SVC (Society for Vacuum Coaters - April 23 & 24
in Philadelphia, PA ); Semicon West (July 16 - 18 in San Francisco,
CA). Specifically, these services shall include the following:
. Coordinate show and booth logistics
. Develop pre-show, at-show and post-show promotional activities
. Manage division inventory and coordinate for shipment
B. The parties do not contemplate that Millipore will be offering support
services to Mykrolis for any additional trade shows other than the
ones set forth above. If Mykrolis, however, requests support services
for any additional trade shows, Millipore shall make reasonable
efforts to provide such service.
6. Cost
----
A. For providing the Services described above, Millipore will charge
Mykrolis a portion of tradeshow support expenses based on a
proportional amount of the previously budgeted full year Mykrolis
trade show allocation. The summary of services outlined above
represent one-third (four months) of the full year allocation. The
2001 full Year North American Mykrolis exhibits allocation is
$133,797. Accordingly, Mykrolis's proportionate share, related to 4
months of tradeshow support, shall be $44,596. Should Mykrolis
request additional trade show support, then this allocation, and thus
Mykrolis's cost, shall increase on a proportionate basis.
46
B. In addition to the allocation cost described in Section 7(A) above,
Millipore may incur additional expenses related to specific Mykrolis
trade show activity. Mykrolis shall reimburse Millipore for such
additional expenses at cost.
C. Millipore shall bill Mykrolis on a quarterly basis for the above
described Services.
Upon execution of this Transition Service Schedule by both parties, this
Transition Service Schedule is hereby deemed incorporated into and made part of
that certain master Transitional Services Agreement between Millipore
Corporation and Millipore Microelectronics Inc.
MILLIPORE CORPORATION MYKROLIS CORPORATION
By: /s/ Francis J. Lunger By: /s/ Jean-Marc Pandraud
------------------------- -------------------------
Title: Executive Vice President Title: President
------------------------- -------------------------
Date: _________________________ Date: _________________________
Name: Francis J. Lunger Name: Jean-Marc Pandraud
------------------------- -------------------------
47
TRANSITION SERVICE SCHEDULE
TO MASTER TRANSITIONAL SERVICES AGREEMENT
1. Transition Services Schedule #12
--------------------------------
2. Functional Area: Executive Management in Japan
---------------
3. Start/End Date: The Services start on the Effective Date of the Master
--------------
Transitional Services Agreement between Millipore Corporation ("Millipore")
and Mykrolis Corporation ("Mykrolis") to which this Transition Service
Schedule is attached and end on December 31, 2002.
4. Service Provider
----------------
Mykrolis shall be providing the Services to Millipore.
5. Summary of Services:
-------------------
A. Mykrolis shall provide, or cause Nihon Millipore MicroElectronics
K.K., a subsidiary controlled by Mykrolis, to provide, executive
management services (the "Services") to Nihon Millipore Biosciences
Ltd, a subsidiary controlled by Millipore. More specifically, the
Services shall include, but not be limited to, the following:
whatever services necessary to assure the orderly and successful
transition of new executive management at Nihon Millipore Biosciences,
Ltd.
B. The Services shall be provided by Hideo Takahashi.
C. Mr. Takahashi shall spend approximately 50% of his time providing the
Services to Nihon Millipore Biosciences Ltd. and the remainder of his
time performing his job responsibilities for Nihon Millipore
MicroElectronics K.K.
6. Cost
----
A. The cost for the Services provided in this Schedule shall be 1/2 of
the total compensation for Mr. Takahashi at his new rate of
compensation during the period this Transition Service Schedule is in
effect. In addition, Millipore shall reimburse Mykrolis for those
out-of-pocket expenses which Mr. Takahashi incurs on behalf of
Millipore.
B. The costs Shall be billed to Millipore on a quarterly basis during the
term of this Transition Service Schedule.
48
Upon execution of this Transition Service Schedule by both parties, this
Transition Service Schedule is hereby deemed incorporated into and made part of
that certain master Transitional Services Agreement between Millipore
Corporation and Millipore Microelectronics Inc.
MILLIPORE CORPORATION MYKROLIS CORPORATION
By: /s/ Francis J. Lunger By: /s/ Jean-Marc Pandraud
------------------------- -------------------------
Title: Executive Vice President Title: President
------------------------- -------------------------
Date: _________________________ Date: _________________________
Name: Francis J. Lunger Name: Jean-Marc Pandraud
------------------------- -------------------------
49