EXHIBIT 10.12
MASTER INVENTION DISCLOSURE ASSIGNMENT
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This Agreement, dated March 31, 2001, between Millipore Corporation, a
Massachusetts corporation having a place of business at 00 Xxxxx Xxxx,
Xxxxxxx, Xxxxxxxxxxxxx 00000 ("Millipore") and Mykrolis Corporation, a
Delaware corporation, having a place of business at Xxxxxxxx Xxxx, Xxxxxxx,
Xxxxxxxxxxxxx 00000 ("Mykrolis").
WHEREAS, the Board of Directors of Millipore Corporation has
determined that it is in the best interest of Millipore and its
stockholders to separate Millipore's existing businesses into two
independent businesses;
WHEREAS, as part of the foregoing, Millipore and Mykrolis, have
entered into a Master Separation and Distribution Agreement (as defined
below) which provides, among other things, for the separation of certain
Mykrolis assets and Mykrolis liabilities, the initial public offering of
Mykrolis stock, the distribution of such stock and the execution and
delivery of certain other agreements in order to facilitate and provide for
the foregoing;
WHEREAS, Millipore is the owner via employment agreements from the
inventor(s) of the inventions described in Invention Disclosures relating
to the Mykrolis Business (as defined in the Master Separation and
Distribution Agreement) ("Disclosures"); and
WHEREAS, Mykrolis is desirous of acquiring said Disclosures.
NOW, THEREFORE, for good and valuable consideration, the receipt of
which is hereby acknowledged, MILLIPORE by these presents does sell, assign
and transfer unto Mykrolis its successors and assigns the full, exclusive
and worldwide right to all inventions that may arise from the Disclosures
including the right to file a patent application in the United States of
America or in countries foreign to the United States of America, and the
entire right, title and interest in, to and under any Letters Patent which
may be granted on said inventions, or any parts thereof, or on any
continuation, division or reissue thereof in the United States of America,
in the territorial possessions of the United States of America and in any
country foreign to the United States of America, the same to be held and
enjoyed by Mykrolis, its successors and assigns as fully and entirely as
the same would have been held by MILLIPORE, had this assignment not been
made.
And MILLIPORE does hereby agree for itself and for its successors and
assigns to execute any lawful document and to testify as to any material
fact or thing which Mykrolis, its successors and assigns may deem necessary
in order to secure unto itself, its successors and assigns the full right,
title and interest in and to the full enjoyment of all such inventions or
any part thereof and any Letters Patent that may arise form the
Disclosures, the same to be done without any further consideration.
IN WITNESS WHEREOF, I set my hand this 31st day of March, 2001.
/s/ Xxxxxxx X. Xxxxxx
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(Signature)
Xxxxxxx X. Xxxxxx
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(Typed Name)
Executive Vice President, Millipore Corporation
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On this day and year aforesaid, before me personally appeared Xxxxxxx
X. Xxxxxx, 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.
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/s/ Xxxxx X. Xxxxxxx
----------------------------------, Notary Public
My Commission expires 8/3/01
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IN WITNESS WHEREOF, I set my hand this 31st day of March, 2001.
Xxxx-Xxxx Pandraud
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(Signature)
Xxxx-Xxxx Pandraud
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President, Mykrolis Corporation
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On this day and year aforesaid, before me personally appeared Xxxx-
Xxxx Pandraud , known to me to be the person described in and the person who
executed the foregoing instrument of assignment and he/she did acknowledge the
same to be his/her free act and deed.
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/s/ Xxxxx X. Xxxxxxx
----------------------------------, Notary Public
My Commission expires 8/3/01
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