EXHIBIT 2.3
MASTER PATENT ASSIGNMENT
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This Agreement, dated the ________________ of March 31, 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 is the owner via assignment from the inventor(s) or
other assignors of the inventions claimed and described in the Letters
Patents or applications for Letters Patent set forth on Exhibit A
("Patents"); and
WHEREAS, MMI is desirous of acquiring said Patents.
NOW, THEREFORE, for good and valuable consideration, the receipt of
which is hereby acknowledged, MILLIPORE by these presents do sell, assign
and transfer unto MMI its successors and assigns the full, exclusive and
worldwide right to the said invention including the United States of
America, and the entire right, title and interest in, to and under any
Letters Patent which may be granted on said invention, or any parts
thereof, or on any continuation, division or reissue thereof in the United
States of America, in the territorial possessions of the United States of
America and in any country foreign to the United States of America, and
including all rights to xxx and recover for past infringement of the
Patents, the same to be held and enjoyed by MMI, its successors and assigns
as fully and entirely as the same would have been held by MILLIPORE, had
this assignment not been made.
And MILLIPORE hereby authorizes and requests the Commissioner of
Patent and Trademarks of the United States of America and respective Patent
Office officials in any country foreign to the United States of America to
issue said Letters Patent to MMI as the assignee of its entire right, title
and interest in, to and under the same, and MILLIPORE hereby further
authorize MMI to apply for Letters Patent in its own name, utilizing any
benefits which may exist under any International Agreement, in any country
foreign to the United States of America.
And MILLIPORE does hereby agree for itself and for its successors and
assigns to execute any lawful document and to testify as to any material
fact or thing which MMI, its successors and assigns may deem necessary in
order to secure unto itself, its successors and assigns the full right,
title and interest in and to the full enjoyment of said invention or any
part thereof and any Letters Patent, the same to be done without any
further consideration.
IN WITNESS WHEREOF, I set my hand and affix the corporate seal this
______________day of March 31, 2001.
________________________________
(Signature)
________________________________
(Typed Name)
________________________________
(Corporate Office Held within Millipore Corporation)
On this day and year aforesaid, before me personally appeared (
), known to me to be the person described in and the person who executed
the foregoing instrument of assignment and he/she did acknowledge the same
to be his/her free act and deed.
___________________________________
__________________________________, Notary Public
My Commission expires_________________________
IN WITNESS WHEREOF, I set my hand and affix the corporate seal this
______________day of March 31, 2001.
________________________________
(Signature)
________________________________
(Typed Name)
________________________________
(Corporate Office Held within Millipore MicroElectronics Inc.)
On this day and year aforesaid, before me personally appeared (
), known to me to be the person described in and the person who executed
the foregoing instrument of assignment and he/she did acknowledge the same
to be his/her free act and deed.
___________________________________
__________________________________, Notary Public
My Commission expires_________________________
EXHIBIT A
