EXHIBT 2.6
MASTER TRADEMARK ASSIGNMENT
---------------------------
This Agreement, dated the 31st of March 2001, between Millipore
Corporation , a Massachusetts corporation having a place of business at 00
Xxxxx Xxxx, Xxxxxxx, Xxxxxxxxxxxxx 00000 ("Millipore") and Millipore
MicroElectronics, Inc., a Delaware corporation, having a place of business
at Xxxxxxxx Xxxx, Xxxxxxx, Xxxxxxxxxxxxx 00000 ("MMI").
WHEREAS, the Board of Directors of Millipore Corporation has
determined that it is in the best interest of Millipore and its
stockholders to separate Millipore's existing businesses into two
independent businesses;
WHEREAS, as part of the foregoing, Millipore and MMI, have entered
into a Master Separation and Distribution Agreement (as defined below)
which provides, among other things, for the separation of certain MMI
assets and MMI liabilities, the initial public offering of MMI stock, the
distribution of such stock and the execution and delivery of certain other
agreements in order to facilitate and provide for the foregoing;
WHEREAS, Millipore has adopted and used the marks set forth on Exhibit
A ("Marks"); and
WHEREAS, MMI is desirous of acquiring said Marks and any registrations
or applications therefore.
NOW ,THEREFORE, for the good and valuable consideration, the receipt
and sufficiency of which is hereby acknowledged, Millipore without
representations or warranties with respect to said trademarks or
registrations or the title thereto does hereby assign unto MMI, all its
rights, title and interest in and to the Marks and any registrations or
applications therefor, along with the goodwill of the business symbolized
by the Marks and the any registrations or applications therefore and
including all rights to xxx and recover for past infringement of the Marks
any registrations or applications therefor.
Millipore hereby authorizes and requests the Commissioner of Patents
and Trademarks of the United States of America and respective Trademark
Office officials in any country foreign to the United States of America
to issue registrations to MMI as assignee of Millipore's entire right,
title and interest to and under the same.
And Millipore does hereby agree for itself, its successors and assigns
to execute any lawful document and to testify to any material fact or thing
which MMI, its successors and assigns may deem necessary in order to
secure to itself, its successors and assigns the rights, titles and
interest in and to and the enjoyment of said Marks, the same to be done
without any further consideration.
IN WITNESS WHEREOF, I set my hand and affix the corporate seal this
31st day of March, 2001.
________________________________
(Signature)
________________________________
(Typed Name)
________________________________
(Corporate Office Held within Millipore Corporation)
On this day and year aforesaid, before me personally appeared
( ), known to me to be the person described in and the person who
executed the foregoing instrument of assignment and he/she did acknowledge
the same to be his/her free act and deed.
___________________________________
__________________________________, Notary Public
My Commission expires_________________________
IN WITNESS WHEREOF, I set my hand and affix the corporate seal this
31st day of March, 2001.
________________________________
(Signature)
________________________________
(Typed Name)
________________________________
(Corporate Office Held within Millipore MicroElectronics Inc.)
On this day and year aforesaid, before me personally appeared
( ), known to me to be the person described in and the person who
executed the foregoing instrument of assignment and he/she did acknowledge
the same to be his/her free act and deed.
___________________________________
__________________________________, Notary Public
My Commission expires_________________________
EXHIBIT A
