CONFIDENTIAL TREATMENT
PREVIOUSLY GRANTED
SELLER TECHNOLOGY LICENSE AGREEMENT
THIS AGREEMENT, made and entered into this 31st day of July, 1995, by and
between ALBEMARLE CORPORATION, a Virginia corporation having an office at 451
Florida Street, Baton Rouge, Louisiana 70801 (hereinafter "ALBEMARLE"), MEMC
ELECTRONIC MATERIALS, INC., a Delaware corporation having offices at 501 Pearl
Drive (City of O'Fallon), P. O. Box 8, St. Peters, Missouri, 63376 (hereinafter
"MEMC"), and MEMC PASADENA, INC., a Delaware corporation having offices at 3000
N. South Street, Pasadena, Texas, 77503 (hereinafter "MEMC PASADENA"):
WITNESSETH
WHEREAS, ALBEMARLE has entered into an Asset Purchase Agreement dated July
31, 1995 with MEMC;
WHEREAS, the Asset Purchase Agreement provides in Section 3.1 that
ALBEMARLE shall license certain technology and patent rights relating to the
manufacture of polysilicon and sodium aluminum hydride;
NOW, THEREFORE, for and in consideration of the mutual covenants and
agreements hereinafter set forth, the parties agree as follows:
ARTICLE 1 - DEFINITIONS
1.01 "Polysilicon Patent Rights" shall mean the patents listed in Schedule
PAT-3 attached hereto and made a part hereof, including all continuations and
continuation-in-part patents, divisionals, reissues and reexamined patents
derived from those listed.
1.02 "Polysilicon Manufacturing Technology" shall mean all processes, trade
secrets, inventions, discoveries, improvements, know-how, manufacturing,
engineering, research, development, and testing information and other technical
information, whether or not patentable, developed, used, currently in use, or
currently planned for use by ALBEMARLE for or in connection with manufacturing
polysilicon from silane. Polysilicon Manufacturing Technology shall not include
information received by ALBEMARLE from third parties under the secrecy
agreements which are identified on Schedule I-A unless authorized by such
agreements or such agreements are assigned to MEMC.
1.03 "Sodium Aluminum Hydride Manufacturing Technology" shall mean all
processes, trade secrets, inventions, discoveries, improvements, know-how, and
manufacturing engineering, research, development, and testing information and
other technical information, whether or not patentable, developed, used,
currently in use, or currently planned for use by ALBEMARLE in manufacturing
sodium aluminum hydride. The Sodium Aluminum Hydride Technology shall not
include information received by ALBEMARLE from third parties under the secrecy
agreements which are identified on Schedule I-A unless authorized by such
agreements or such agreements are assigned to MEMC.
1.04 "Sodium Aluminum Hydride Patent Rights" shall mean the patents listed
in Schedule PAT-2 attached hereto and made a part hereof, including all
continuations and continuation-in-part patents, divisionals, reissues and
reexamined patents derived from those listed.
1.05 "Licensed Product" shall mean Polysilicon which embodies, is made by
or with the use of, or is used in accordance with, an invention defined by one
or more claims of the Polysilicon Patent Rights or is made using the Polysilicon
Manufacturing Technology.
1.06 "Affiliate" shall have the same meaning as set forth in the Asset
Purchase Agreement.
1.07 "Polysilicon Plant" shall mean the polysilicon plant located in
Pasadena, Texas and transferred by ALBEMARLE to MEMC on the Closing Date
including any expansions or increases in the capacity thereof however made or
any polysilicon plant which replaces such polysilicon plant.
1.08 "Net Present Value" of a royalty payment which is due Albemarle
pursuant to Section 2.04(a) shall be defined by the following formula:
Net Present Value = R + ([CONFIDENTIAL MATERIAL HAS BEEN DELETED AND
FILED SEPARATELY WITH SEC])n
where R is the amount of the royalty payment for which the determination is
being made; n is an integer denoting the number of months following with Start
Date to the end of the month in which the royalty is paid. By way of
illustration, if a royalty is paid August 13, 1996, and the Start Date is August
31, 1995, the value of n is 12.
1.09 "Polysilicon" shall collectively mean polysilicon which meets the
specifications required for the preparation of semiconductor silicon and
polysilicon which meets the specifications required for the preparation of
semiconductor silicon and which, in addition, has been upgraded by
dehydrogenation. "Polysilicon" shall not include polysilicon which is unsuitable
for the manufacture of semiconductor grade silicon wafers.
1.10 "Closing Date" shall have the same meaning as set forth in the Asset
Purchase Agreement.
1.11 "Deemed Quantity" shall have the meaning set forth in Section 2.03(a)
of this Agreement.
1.12 "Silane Manufacturing Technology" shall have the same meaning as set
forth in the Technology Purchase Agreement.
1.13 "Silane Patent Rights" shall have the same meaning as set forth in the
Technology Purchase Agreement.
1.14 "Silicon Tetrafluoride Manufacturing Technology" shall have the same
meaning as set forth in the Technology Purchase Agreement.
1.15 "Security Agreement" shall have the same meaning as in the Asset
Purchase Agreement.
1.16 "Event of Default" shall have the same meaning as in the Security
Agreement.
1.17 "Deemed Royalty Value" shall mean [CONFIDENTIAL MATERIAL HAS BEEN
DELETED AND FILED SEPARATELY WITH SEC] multiplied by a fraction (X/Y) wherein
the numerator "X" is the Implicit Price Deflator index for Gross Domestic
Product published in the Survey of Current Business (U.S. Department of
Commerce, Economics and Statistics Administration, Bureau of Economic Analysis)
at Table 7.13 as published on the Start Date and the denominator "Y" is the
Implicit Price Deflator (as defined above) for July 31, 1995.
1.18 "Start Date" is the first to occur of the following dates; a) the date
on which funds are first appropriated by MEMC or MEMC Pasadena for any expansion
or other capacity modification of the Polysilicon Plant, or b) the date
royalties first become due pursuant to subpart (a) of Section 2.04.
ARTICLE 2 - GRANTS AND COMPENSATION
2.01 Subject to the terms and conditions set forth in this Agreement,
ALBEMARLE grants to MEMC and MEMC accepts, a perpetual, worldwide,
royalty-bearing as set forth in Sections 2.04, 2.05 and 2.07, exclusive (even as
against ALBEMARLE), and irrevocable right and license, which right and license
MEMC may extend to its Affiliates, to use the Polysilicon Manufacturing
Technology and to make, have made, use and sell the subject matter claimed in
the Polysilicon Patent Rights for any purpose, including the right to assign to
and sublicense others. Subject to the terms and conditions set forth in this
Agreement, MEMC hereby grants to MEMC PASADENA and MEMC PASADENA accepts, a
royalty-free and irrevocable right and license, which right and license MEMC
PASADENA may extend to its Affiliates, under the Polysilicon Patent Rights and
the Polysilicon Manufacturing Technology to make, have made, use and sell
Licensed Product at the Polysilicon Plant. If an Event of Default occurs and is
continuing, ALBEMARLE shall have the right to terminate all rights and licenses
under this Section 2.01 upon written notice to MEMC and MEMC Pasadena and, in
such event, MEMC and MEMC Pasadena shall cease any further use of the technology
and patent rights licensed under this Section 2.01.
2.02 Subject to the terms and conditions set forth in this Agreement,
ALBEMARLE grants to MEMC and MEMC accepts, a perpetual, worldwide,
royalty-bearing as set forth in Sections 2.04, 2.05 and 2.07, exclusive (even as
against ALBEMARLE), and irrevocable right and license, which right and license
MEMC may extend to its Affiliates, under the Sodium Aluminum Hydride
Manufacturing Technology and the Sodium Aluminum Hydride Patent Rights,
including the right to sublicense others, to make, have made, and use sodium
aluminum hydride to make, have made, use and sell silane and to make, have made,
use and sell sodium aluminum fluoride. No right or license is granted to use
sodium aluminum hydride manufactured under license for any other purpose.
Subject to the terms and conditions set forth in this Agreement, MEMC grants to
MEMC PASADENA and MEMC PASADENA accepts a royalty-free, irrevocable right and
license, which right and license MEMC PASADENA may extend to its Affiliates,
under the Sodium Aluminum Hydride Manufacturing Technology and the Sodium
Aluminum Hydride Patent Rights, to make, have made, and use sodium aluminum
hydride to make, have made, use and sell silane and to make, have made, use and
sell sodium aluminum fluoride at the Polysilicon Plant. If an Event of Default
occurs and is continuing, ALBEMARLE shall have the right to terminate all rights
and licenses under this Section 2.02 upon written notice to MEMC and MEMC
Pasadena and, in such event, MEMC and MEMC Pasadena shall cease any further use
of the technology and patent rights licensed under this Section 2.02.
2.03 MEMC agrees to promptly provide ALBEMARLE with notice in writing prior
to or upon taking any of the following actions:
(a) making more than [CONFIDENTIAL MATERIAL HAS BEEN DELETED AND FILED
SEPARATELY WITH SEC] metric tons of Polysilicon in the Polysilicon
Plant in any calendar year ("Deemed Quantity") (notice being required
in each such year when production exceeds the Deemed Quantity, or
(b) granting any right to a third party to use the Polysilicon Patent
Rights and/or Polysilicon Manufacturing Technology to manufacture
polysilicon, or
(c) increasing the capacity of the Polysilicon Plant beyond the Deemed
Quantity by expansion, debottlenecking or other means, or
(d) building a plant for the manufacture of polysilicon for a purpose
other than to replace the capacity of the polysilicon plant located in
Pasadena, Texas and transferred by ALBEMARLE to MEMC on the Closing
Date.
2.04 In partial consideration for the rights granted herein, Albemarle
shall receive a royalty for sales of Licensed Product manufactured at the
Polysilicon Plant during the fifteen (15) year period immediately following the
Closing Date as set forth below:
(a) for each kilogram of Licensed Product sold by MEMC PASADENA
to its Affiliates and to third parties in a calendar year in excess of
[CONFIDENTIAL MATERIAL HAS BEEN DELETED AND FILED SEPARATELY WITH SEC]
metric tons but not in excess of [CONFIDENTIAL MATERIAL HAS BEEN
DELETED AND FILED SEPARATELY WITH SEC] metric tons, Albemarle shall
receive a royalty of [CONFIDENTIAL MATERIAL HAS BEEN DELETED AND FILED
SEPARATELY WITH SEC], and
(b) for each kilogram of Licensed Product sold in a calendar year
in excess of [CONFIDENTIAL MATERIAL HAS BEEN DELETED AND FILED
SEPARATELY WITH SEC] metric tons, Albemarle shall receive a royalty to
be determined by MEMC and Albemarle pursuant to a good faith
negotiation as described in Section 2.06.
The obligation to pay royalties to Albemarle pursuant to subpart (a) of this
Section 2.04 shall terminate fifteen years from the Closing Date or when the Net
Present Value of all royalties paid to Albemarle pursuant to subpart (a) of this
Section 2.04 is equal to the Deemed Royalty Value, whichever is the first to
occur. The obligation to pay royalties to Albemarle pursuant to subpart (b) of
this Section 2.04 shall terminate fifteen years from the Closing Date. All
royalties due Albemarle pursuant to this Section 2.04 shall be paid to Albemarle
within thirty (30) days following the close of the calendar quarter in which the
sale of the royalty-bearing product occurred.
2.05 If at any one or more times during the fifteen (15) year period
immediately following the Closing Date, MEMC, MEMC PASADENA or any Affiliate of
MEMC or MEMC PASADENA manufactures Licensed Product at a plant other than the
Polysilicon Plant, Albemarle, in addition to any royalties which may be required
by Section 2.04 for Licensed Product manufactured at the Polysilicon Plant,
shall receive a royalty for the making, using or selling of Licensed Product
manufactured at each such new plant within the fifteen (15) year period
immediately following the Closing Date, the royalty to be determined by MEMC and
Albemarle pursuant to a good faith negotiation as described in Section 2.07.
2.06 In conducting negotiations required by Section 2.04(b) or Section
2.05, the parties shall use in their consideration the premise that ALBEMARLE is
50% owner of the Polysilicon Patent Rights, Polysilicon Manufacturing
Technology, Sodium Aluminum Hydride Patent Rights and Sodium Aluminum Hydride
Manufacturing Technology and further that the Polysilicon Patent Rights,
Polysilicon Manufacturing Technology, Sodium Aluminum Hydride Patent Rights,
Sodium Aluminum Hydride Manufacturing Technology, Silane Patent Rights, Silane
Manufacturing Technology and Silicon Tetrafluoride Manufacturing Technology were
valued, as of the Closing Date, [CONFIDENTIAL MATERIAL HAS BEEN DELETED AND
FILED SEPARATELY WITH SEC]. MEMC and ALBEMARLE agree to use such contemplated
value as a basis for their negotiations, provided, however, that if ALBEMARLE or
MEMC can demonstrate in good faith that such contemplated value is not the
actual value at the time of such negotiations, then that party may address that
issue as part of the negotiations. Failing agreement upon a mutually acceptable
royalty to be paid to ALBEMARLE in the event of the occurrence of acts as
described in 2.04(b) or 2.05, then MEMC and ALBEMARLE shall submit the matter to
arbitration in accordance with the provisions of Section 8.05.
2.07 If at any one or more times MEMC or MEMC PASADENA (or any of their
Affiliate(s), successor(s), licensee(s) or assign(s)) transfers any of the
Polysilicon Patent Rights, the Polysilicon Manufacturing Technology, the Sodium
Aluminum Hydride Patent Rights and/or the Sodium Aluminum Hydride Manufacturing
Technology by way of license, sale or otherwise, to any third party within
fifteen years of the Closing Date, then ALBEMARLE shall be paid by MEMC or MEMC
PASADENA for each such transaction the cash equivalent of one-half of any value
(whether such value is in terms of cash compensation, supply or barter of
product or technology, cross licensing of technology or any other value of any
kind) received by or to be received by MEMC or MEMC PASADENA (or either of their
Affiliate(s), successor(s), licensee(s) or assign(s)) within fifteen years of
the Closing Date for the transfer or the licensing of such patent rights or
technology, such one-half share (in its cash equivalent) to be paid to ALBEMARLE
within thirty (30) days from the receipt by MEMC or MEMC PASADENA (or either of
their Affiliate(s), successor(s), licensee(s) or assign(s)) of such cash or such
other value (whether such value is in terms of supply or barter of product or
technology, cross licensing of technology or any other value of any kind).
Notwithstanding the foregoing, in the event such a third party pays value for
such a transfer of rights, some of which is paid within fifteen years and some
of which is paid more than fifteen years after the Closing Date, ALBEMARLE and
MEMC shall, upon the request of either party, negotiate in good faith such that
ALBEMARLE and MEMC shall receive a fair and equitable portion of the value paid,
taking into account the extent to which the timing of the value paid by the
third party corresponds to the timing of the value received by the third party.
In conducting such negotiations, the parties shall use in their consideration
the premise that ALBEMARLE is 50% owner of the Polysilicon Patent Rights,
Polysilicon Manufacturing Technology, Sodium Aluminum Hydride Patent Rights, and
Sodium Aluminum Hydride Manufacturing Technology and that it is contemplated by
ALBEMARLE and MEMC that the Polysilicon Patent Rights, Polysilicon Manufacturing
Technology, Sodium Aluminum Hydride Patent Rights, Sodium Aluminum Hydride
Manufacturing Technology, Silane Patent Rights, Silane Manufacturing Technology
and Silicon Tetrafluoride Manufacturing Technology were valued, as of the
Closing Date, [CONFIDENTIAL MATERIAL HAS BEEN DELETED AND FILED SEPARATELY WITH
SEC]. MEMC and ALBEMARLE agree to use such contemplated value as a basis for
their negotiations, provided, however, that if ALBEMARLE or MEMC can demonstrate
in good faith that such contemplated value is not the actual value at the time
of such negotiations, then that party may address that issue as part of the
negotiations. Failing agreement upon a mutually acceptable portion to be paid to
ALBEMARLE, then MEMC and ALBEMARLE shall submit the matter to arbitration in
accordance with the provisions of Section 8.05.
ARTICLE 3 - MAINTENANCE OF PATENTS
3.01 MEMC shall pay all taxes, fees or other expenditures, and take any
other measures that MEMC believes necessary (in its sole discretion) to
prosecute, issue or maintain the Polysilicon Patent Rights.
3.02 ALBEMARLE, in its discretion, shall pay all taxes, fees or other
expenditures and take any other measures necessary to prosecute, issue or
maintain the Sodium Aluminum Hydride Patent Rights.
3.03 If ALBEMARLE, in its discretion, determines it will not proceed with
any act or take any measure required under 3.02, to obtain or maintain any of
the licensed patent rights relating to sodium aluminum hydride, ALBEMARLE shall
provide timely notice of such decision to MEMC and shall, at the request of
MEMC, assign to MEMC the sodium aluminum hydride patent involved in time for
MEMC to undertake any such act or measure.
ARTICLE 4 - CONFIDENTIALITY
4.01 ALBEMARLE shall refrain from disclosing the Polysilicon Manufacturing
Technology.
4.02 Notwithstanding the foregoing, ALBEMARLE is not under any obligation
of confidentiality with respect to any technical information that is part of the
Polysilicon Manufacturing Technology that:
(a) at the time of disclosure is generally available to the public or
thereafter becomes generally available to the public by publication or
otherwise not arising through an act or omission of ALBEMARLE, or
(b) is independently made available to ALBEMARLE as a matter of right by a
third party, or
(c) is required by a court or government agency to be disclosed, provided
that ALBEMARLE gives MEMC at least thirty (30) days' notice of such
requirement so that MEMC will have an opportunity to oppose such
requirement.
For the purpose of the provisions of this paragraph 4.02, technical information
within the Polysilicon Manufacturing Technology shall not be deemed to be
generally available to the public or independently received by ALBEMARLE merely
because it may be embraced by a more general disclosure, or derived from
combinations of disclosures, generally available to the public or independently
made available to ALBEMARLE.
4.03 MEMC shall refrain from disclosing the Sodium Aluminum Hydride
Manufacturing Technology except pursuant to a confidentiality agreement no less
restrictive than the terms of this Agreement.
4.04 Notwithstanding the foregoing, MEMC is not under any obligation of
confidentiality with respect to any technical information that is part of the
Sodium Aluminum Hydride Manufacturing Technology that:
(a) At the time of disclosure is generally available to the public or
thereafter becomes generally available to the public by publication or
otherwise not arising through an act or omission of MEMC, or
(b) MEMC can show was in its possession prior to the time of the
disclosure hereunder and was not acquired directly or indirectly from
ALBEMARLE, or
(c) is independently made available to MEMC as a matter of right by a
third party, or
(d) is required by a court or government agency to be disclosed, provided
that MEMC gives ALBEMARLE at least thirty (30) days notice of such
requirement so that ALBEMARLE will have an opportunity to oppose such
requirement.
For the purpose of the provision of this paragraph 4.04, technical information
within the Sodium Aluminum Hydride Manufacturing Technology shall not be deemed
to be generally available to the public or in the possession of MEMC merely
because it may be embraced by a more general disclosure, or derived from
combinations of disclosures, generally available to the public or in the
possession of MEMC.
ARTICLE 5 - TERMINATION
This Agreement shall terminate upon the expiration of the last to expire of
all patents listed in Schedules PAT-2 and PAT-3 attached hereto, except that the
licenses of Polysilicon Manufacturing Technology and Sodium Aluminum Hydride
Manufacturing Technology granted in Article 2 and the confidentiality
obligations of Article 4 shall survive such termination.
ARTICLE 6 - OPTION TO ASSIGN
At any time, for and in consideration of the sum of One Dollar ($1.00),
upon notice by MEMC, ALBEMARLE agrees to sell, assign, transfer and set over
unto MEMC the entire right, title and interest of ALBEMARLE in and to the
Polysilicon Manufacturing Technology and the Polysilicon Patent Rights. Any such
assignment shall have no effect on the obligations of Article 2 (licenses and
royalty payments) or the obligations of the Security Agreement. If an Event of
Default occurs and is continuing, ALBEMARLE shall have the right to request
reassignment to ALBEMARLE of all rights assigned under this Section, and
promptly following such request, MEMC and MEMC Pasadena shall cease any further
use of the technology and patent rights assigned under this section and will
also reassign all such patent and technology rights to ALBEMARLE and will also
execute such assignment documents in recordable form as are necessary in the
opinion of ALBEMARLE to record the reassignment.
ARTICLE 7 - NOTICES
Any notice provided for herein to be given in writing shall be by
registered or certified mail addressed or by facsimile to the respective parties
at their addresses set forth below or at such other address or addresses as such
parties may from time to time designate in written notice to the other:
ALBEMARLE:
Albemarle Corporation
451 Florida Street
Baton Rouge, Louisiana 70801
Attention: Law Department
MEMC:
MEMC Electronic Materials, Inc.
501 Pearl Drive (City of O'Fallon)
Post Office Box 8
St. Peters, Missouri 63376
Phone: (314) 279-5000
Facsimile: (314) 279-5158
Attention: Vice President, Technology
ARTICLE 8 - GENERAL
8.01 This Agreement, the Technology Purchase Agreement, the Security
Agreement and the Asset Purchase Agreement set forth the entire agreement and
understanding of the parties with respect to the subject matter hereof. No
representation, promise, inducement or statement of intention relating to the
subject matter contemplated by this Agreement has been made by any party which
is not set forth in this Agreement or in the documents referred to herein.
8.02 This Agreement may be amended, superseded or canceled only by a
writing specifically referring to this Agreement and signed by the duly
authorized representative of both parties.
8.03 This Agreement shall be governed by the law of the State of Texas,
excluding the conflicts of laws provisions thereof to the extent such laws would
dictate application of the laws of another jurisdiction.
8.04 The licenses granted pursuant to paragraph 2.01 may be assigned or
transferred in any manner by MEMC without the consent of ALBEMARLE provided that
ALBEMARLE is notified of the assignment and the assignee agrees to assume the
obligations set forth in paragraphs 2.03, 2.04, 2.05, 2.06 and 2.07. The
licenses granted pursuant to paragraph 2.02 may be assigned to the successor in
interest of MEMC in the business to which such licenses pertain. ALBEMARLE can
assign any or all of its rights under this Agreement at any time without the
consent of MEMC.
8.05 For any matter which is designated in this Agreement as being subject
to arbitration, the parties shall, unless agreed otherwise, submit any disputes
for settlement and determination by arbitration under the then-current
Commercial Arbitration rules of the American Arbitration Association. The panel
for such arbitration shall consist of three (3) arbitrators, each of whom shall
be attorneys with at least ten (10) years of experience before the Bar of any
state in commercial matters. The arbitration shall be held in Houston, Texas.
The costs and expenses of the arbitration shall be shared as determined by the
arbitration panel. Discovery will be allowed both parties before the arbitration
hearing in accord with the Federal Rules of Civil Procedure and the hearing
shall be conducted consistent with the Federal Rules of Evidence. The decision
and award of the panel shall be in writing with reasons provided and shall be
final and binding. The award so rendered may be entered in any court having
jurisdiction thereof confirmation and enforcement.
8.06 Each party agrees to execute or cause to be executed any documents
reasonably required to grant or otherwise perfect the rights purported to be
granted herein, provided, however, that neither party shall be required by this
section to enter into any transaction with a third party. Any out-of-pocket
expenses incurred under this Section shall be reimbursed by the party requesting
such services.
IN WITNESS WHEREOF, the parties by their duly authorized representatives
have executed this Agreement on the date first written above.
ALBEMARLE CORPORATION
By: /s/ Thomas Avant
-------------------------------------------
Title: Senior Vice President, Finance
MEMC ELECTRONIC MATERIALS, INC.
By: /s/ John DeLuca
-------------------------------------------
Title: Corporate Vice President
MEMC PASADENA, INC.
By: /s/ John DeLuca
-------------------------------------------
Title: President
SCHEDULE PAT-3
POLYSILICON PATENT RIGHTS
CASE COUNTRY STATUS APPN. FILING PATENT ISSUE
NUMBER NUMBER DATE NUMBER DATE
- ---------------------------------------------------------------------------------------------------
EM-5522-A USA ISSUED 105.867 10/08/87 4.857.173 08/15/89
EM-5461-B USA ISSUED 059.562 06/08/87 4.806.317 02/21/89
EM-5461-D USA ISSUED 221.657 07/20/88 5.059.410 10/22/91
EM-5461-F USA ISSUED 426.846 10/26/89 5.202.099 04/13/93
EM-5461-H USA ISSUED 892.698 05/28/92 5.205.998 04/27/93
EM-5461 CANAD GRANTED 514.570 07/24/86 1.323.339 10/19/93
EM-5461 JAPAN GRANTED 181827/86 08/01/86 1859201 07/27/94
EM-5266 USA ISSUED 796.190 11/08/85 4.691.866 09/08/87
EM-5266 JAPAN GRANTED 162208/87 06/29/87 1794186 10/14/93
EM-5512-A USA ISSUED 004.116 01/16/87 4.820.587 04/11/89
EM-5512-B USA ISSUED 114.453 10/28/87 7.784.840 11/15/88
EM-5512-C USA ISSUED 290.584 12/27/88 4.883.687 11/28/89
EM-5512+ CANAD GRANTED 544.103 98/10/87 1.294.755 01/28/92
EM-5512+ JAPAN PUBLISHED 208030/87 08/21/87
EM-5512+ EPO GRANTED 87-307464.5 08/24/87 0 258 027 08/19/92
EM-5512+ TAIWN GRANTED 76-105096 08/29/87 NI 32354 09/01/89
EM-5512+ BELGM GRANTED 87-307464-5 08/24/87 0258027 08/19/92
EM-5512+ FRANC GRANTED 87-307464-5 08/24/87 0258027 08/19/92
EM-5512+ GERWE GRANTED 87-307464-5 08/24/87 P3781223.8 08/19/92
EM-5512+ ITALY GRANTED 87-307464-5 08/24/87 0258027 08/19/92
EM-5512+ UNIKN GRANTED 87-307464-5 08/24/87 0258027 08/19/92
EM-5543 USA ISSUED 088.145 08/21/87 4.748.052 05/31/88
EM-5543-A USA ISSUED 165.187 03/07/88 4.868.013 09/19/89
EM-5543 CANAD GRANTED 575.224 08/19/88 1.303.816 06/23/92
EM-5543 JAPAN PUBLISHED 204839/88 08/19/88
EM-5543 KORSO PUBLISHED 10576/1988 08/20/88
EM-5543 TAIWN GRANTED 77105585 08/12/88 35307 03/26/90
EM-5543 EPO GRANTED 88-113076.9 08/11/88 0303973 01/27/93
EM-5543 BELGM GRANTED 88-113076.9 08/11/88 0303973 01/27/93
EM-5543 FRANC GRANTED 88-113076.9 08/11/88 0303973 01/27/93
EM-5543 GERWE GRANTED 88-113076.9 08/11/88 P3877857.2 01/27/93
EM-5543 ITALY GRANTED 88-113076.9 08/11/88 0303973 01/27/93
EM-5543 UNIKN GRANTED 88-113076.9 08/11/88 0303973 01/27/93
EM-5704 USA ISSUED 126.203 11/27/87 4.789.596 12/06/88
EM-5704-B USA ISSUED 212.286 06/27/88 4.952.425 08/28/90
EM-5704-C USA ISSUED 212.231 06/27/88 4.851.297 07/25/89
EM-5704 CANAD GRANTED 584.183 11/25/88 1.309.308 10/27/92
EM-5704 JAPAN PUBLISHED 296409/88 11/25/88
EM-5704 KORSO PUBLISHED 88-15662 11/26/88
EM-5704 TAIWN GRANTED 77108649 12/12/88 N147709 09/26/91
EM-5704 EPO GRANTED 88-119601.8 11/24/88 0318008 06/22/94
EM-5704 EPO PUBLISHED 92-105047.2 03/24/92
EM-5704 BELGM GRANTED 88-119601.8 11/24/88 0318008 06/22/94
EM-5704 FRANC GRANTED 88-119601.8 11/24/88 0318008 06/22/94
EM-5704 GERWE GRANTED 88-119601.8 11/24/88 P38503573 06/22/94
EM-5704 ITALY GRANTED 88-119601.8 11/24/88 0318008 06/22/94
EM-5704 UNIKN GRANTED 88-119601.8 11/24/88 0318008 06/22/94
EM-5705-A USA ISSUED 791.882 11/13/91 5,242.671 09/07/93
EM-5705-B USA ISSUED 053.527 04/26/93 5.326.547 07/05/94
EM-5705 CANAD PENDING 612.125 09/20/89
EM-5705 JAPAN PUBLISHED 262279/89 10/09/89
EM-5705 KORSO GRANTED 14577/1989 10/11/89 69463 01/05/94
EM-5705 EPO GRANTED 89-1179624 09/28/89 0363742 06/09/93
EM-5705 FRANC GRANTED 89-1179624 09/28/89 0363742 06/09/93
EM-5705 GERWE GRANTED 89-117962.4 09/28/89 P68907001. 06/09/93
EM-5705 ITALY GRANTED 89-117962.4 09/28/89 0363742 06/09/93
EM-5705 UNIKN GRANTED 89-117962.4 09/28/89 0363742 06/09/93
EM-5712 USA ISSUED 092,638 09/03/87 4,871,524 10/03/89
EM-5712 CANAD GRANTED 574,472 08/11/88 1,289,454 09/24/91
EM-5712 JAPAN PUBLISHED 218691/88 09/02/88
EM-5712 KORSO PUBLISHED 11398/1988 09/03/88
EM-5712 TAIWN GRANTED 77105745 08/19/88 NI43359 04/09/91
EM-5712 EPO GRANTED 88-113730.1 08/23/88 0305867 06/26/91
EM-5712 BELGM GRANTED 88-113730.1 08/23/88 0305867 06/26/91
EM-5712 FRANC GRANTED 88-113730.1 08/23/88 0305867 06/26/91
EM-5712 GERWE GRANTED 88-113730.1 08/23/88 P3863411.2 06/26/91
EM-5712 ITALY GRANTED 88-113730.1 08/23/88 0305867 06/26/91
EM-5712 UNIKN GRANTED 88-113730.1 08/23/88 0305867 06/26/91
EM-6074 USA ISSUED 457,310 12/26/89 4,970,891 11/20/90
EM-6512 USA ISSUED 865,972 04/09/92 5,260,538 11/09/93
EM-6535 USA ISSUED 963,814 10/20/92 5,322,670 06/21/94
EM-6541 USA ISSUED 963,661 10/20/92 5,405,658 04/11/95
EM-6541 JAPAN PENDING US93/09545 10/06/93
EM-6541 CANAD PENDING US93/09545 10/06/93
EM-6553 USA ISSUED 957,319 10/06/92 5,358,603 10/25/94
EM-6536-B USA ISSUED 179,410 01/10/94 5,419,462 05/30/95
EM-6536 JAPAN PENDING 246135/93 09/07/93
EM-6541-A USA PENDING 401,371 03/09/95
Schedule 1-A
Name Type
Ahmet Baysar Secrecy - Production high purity silicon in
fluidized bed using microwaves
M. P. Dudukovic Consulting/Secrecy - Field of chemical
engineering; discussions re fluid bed model
for silane decomposition
M. P. Dudukovic Consulting - Multiphase reactors
M. P. Dudukovic Consulting - Silicon Crystal Pulling
M. P. Dudukovic Consulting/Secrecy - Field of chemical
engineering; discussions re fluid bed model
for silane decomposition
Donald C. Freshwater Consulting/Secrecy - manufacturing poly-
silicon
L. J. Giling Consulting - semiconductor materials
L. J. Giling Consulting - semiconductor materials
L. J. Giling Consulting - one year extension re MOCVD
agreement
L. J. Giling Consulting - semiconductor materials and
MOCVD
L. J. Giling Consulting - metal organic chemical vapor
deposition (MOCVD) of III-V compounds
James L. Kuester Secrecy - Production high purity silicon in
fluidized bed using microwaves
F. F. Lange Consulting - polysilicon and silicon
carbide ceramics
David C. Look Consulting - semiconductor materials
Robert C. Wright Secrecy - covering consultations re Ethyl's
polysilicon project
Frederick A. Zenz Consulting - Polysilicon manufacturing
SCHEDULE PAT-2
SODIUM ALUMINUM HYDRIDE PATENT RIGHTS
CASE COUNTRY STATUS APPN. FILING PATENT ISSUE
NUMBER NUMBER DATE NUMBER DATE
- ----------------------------------------------------------------------------------------------------
EM-5065 USA ISSUED 496.474 05/20/83 4.456.584 06/26/84
EM-5065 CANAD GRANTED 452.120 04/16/84 1.203.673 04/29/86
EM-5065 TAIWN GRANTED 7.311.538 04/18/84 NI-24629 07/25/86
EM-5065 EPO GRANTED 84-105704.5 05/18/84 0129079 11/11/87
EM-5065 FRANC GRANTED 84-105704.5 05/18/84 0129079 11/11/87
EM-5065 GERWE GRANTED 84-105704.5 05/18/84 P3467334.2 11/11/87
EM-5065 ITALY GRANTED 84-105704.5 05/18/84 0129079 11/11/87
EM-5065 HOLLN GRANTED 84-105704.5 05/18/84 0129079 11/11/87
EM-5065 UNIKN GRANTED 84-105704.5 05/18/84 0129079 11/11/87
EM-5129 USA ISSUED 450.032 12/15/82 4.528.176 07/09/85
EM-5129+ CANAD GRANTED 443.198 12/13/83 1.200.365 02/11/86
EM-5129+ TAIWN GRANTED 73-10012 01/05/84 NI-24621 07/25/86
EM-5129+ EPO GRANTED 83-3076425 12/15/83 0112175 03/29/89
EM-5129+ FRANC GRANTED 83-3076425 12/15/83 0112175 03/29/89
EM-5129+ GERWE GRANTED 83-3076425 12/15/83 P3379500.2 03/29/89
EM-5129+ ITALY GRANTED 83-3076425 12/15/83 0112175 03/29/89
EM-5129+ HOLLN GRANTED 83-3076425 12/15/83 0112175 03/29/89
EM-5129+ UNIKN GRANTED 83-3076425 12/15/83 0112175 03/29/89
EM-5159 USA ISSUED 557.206 12/02/83 4.512966 04/23/85