EXHIBIT 2.01
AGREEMENT
1. The Parties to this Agreement are: Particle Interconnect Corporation, a
Colorado Corporation, Intercell Corporation, a Colorado Corporation,
Nanopierce Technologies, Inc., a Nevada Corporation.
2. Intercell Corporation as the Sole Shareholder of Particle Interconnect
Corporation hereby consents to the sale by Particle Interconnect
Corporation of all or substantially all of its assets, consisting of the
Intellectual Property identified on Exhibit A and such other intellectual
properties as it shall own to Nanopierce Technologies, Inc.
3. Particle Interconnect Corporation by and through its Sole Director, Xxxx X.
Xxxxxxxxx hereby consents to the sale by Particle Interconnect Corporation
of all or substantially all of its assets, consisting of the Intellectual
Property identified on Exhibit A and such other intellectual properties as
it shall own to Nanopierce Technologies, Inc.
4. Nanopierce Technologies, Inc. through its sole officer and director Xxxx X.
Xxxxxxxxx, hereby agrees to deliver to Intercell Corporation, Seven
Million, Two Hundred and Fifty Thousand (7,250,000) post-split common
shares and One Hundred (100) Series A, 8%, Voting, Convertible, Cumulative,
Participating Preferred Shares, convertible into Seven Million, Two Hundred
and Fifty Thousand (7,250,000) post-split shares.
Dated: February 26, 1998
NANOPIERCE TECHNOLOGIES, INC. INTERCELL CORPORATION
By /s/ Xxxx X. Xxxxxxxxx By /s/ Xxxx X. Xxxxxxxxx
------------------------------- ------------------------------------
Xxxx X. Xxxxxxxxx, President Xxxx X. Xxxxxxxxx, President & Chief
& Chief Executive Officer Executive Officer
PARTICLE INTERCONNECT CORPORATION
By /s/ Xxxx X. Xxxxxxxxx
------------------------------------
Xxxx X. Xxxxxxxxx, President & Chief
Executive Officer
2.01-1
PARTICLE INTERCONNECT CORPORATION
PATENTS AND APPLICATIONS
Updated: November 6, 1997
Patent Issue Serial File
Number Date Title (Subject) Number Date
--------- -------- --------------- ---------- --------
4,804,132 2/14/89 Method of Cold Bonding 90,608 8/28/87
(A method of cold bonding aluminum metal
surfaces using aluminum-coated diamond
particles)
5,083,697 1/28/92 Particle-Enhanced Joining of Metal Surfaces 479,696 2/14/90
(A method of forming metal surfaces using
coatings containing hard particles between the
surfaces and compressive force.)
-- -- 07/720,182 2/11/91
5,334,809 8/2/94 Particle Enhanced Joining of Metal Surfaces 08/16,190 2/11/93
(An electrical junction formed by method of
5,083,697.)
5,430,614 7/4/95 Electrical Interconnect Using Particle Enhanced 08/148,907 11/8/93
Joining of Metal Surfaces
(An integrated circuit carrier with a terminal
array formed by method of 5,471,151.)
5,471,151 11/28/95 Electrical Interconnect Using Particle Enhanced 07/951,860 9/28/92
Joining of Metal Surfaces
(A method of electrically coupling terminals
using particles and compressive force.)
5,506,514 4/9/96 Electrical Interconnect Using Particle Enhanced 08/422,546 4/12/95
Joining of Metal Surfaces
(Apparatus for testing an integrative circuit with
a probe array formed by method of 5,471,151.)
2.01-2
5,565,280 10/15/96 Electrical Interconnect Using Particle Enhanced 08/422,447 4/12/95
Joining of Metal Surfaces
(Spaced structure with particle enhanced sheet
between two planar sheets.)
-- -- Patternable Particle Filled Adhesive Matrix for 08/320,436 10/7/94
Localized Communication Between Joined
Surfaces
(A mixture of adhesive and particles for joining
substrates.)
5,670,251 9/23/97 Patternable Particle Filled Adhesive Matrix for 8/320,443 10/7/94
Forming Patterned Structures Between Joined
Surfaces
(A joint formed by joining substrates with an
adhesive and particle mixture.)
5,642,055 6/24/97 Electrical Interconnect Using Particle Enhanced 08/422,445 4/12/95
Joining of Metal Surfaces
(Testing apparatus including a terminal array
produced by the method of 5,471,151.)
08/422,446 4/12/95
-- -- Electrical Interconnect Using Particle Enhanced 08/749,376 11/6/96
Joining of Metal Surfaces
(A crimp for coupling a power transmission
medium to a contact point formed by the method
of 5,471,151.)
5,634,265 6/3/97 Electrical Interconnect Using Particle Enhanced 08/422,448 4/12/95
Joining of Metal Surfaces
(A method of forming a contact surface for
connecting electronic elements from a metal
containing interconnect particles.)
-- -- Method and Apparatus for Handling Electronic 08/440,497 5/10/95
Devices
(A preciser or handler with spaced dividers and
ridges forming a test site array of recesses.)
2.01-3
Patent Issue Serial File
Number Date Title (Subject) Number Date
------ ----- --------------- ------ ----
-- -- Method and Apparatus of Handling Electronic 08/855,964 5/14/97
Devices
(A method of testing electronic devices using a
handler and test board with probe array.)
-- -- Spiral Leaf Spring Contact ??? 5/15/97
Spiral Leaf Spring Contact PCT/US 6/6/97
97/09899
Method of Joining Surfaces with Patternable 08/854,107 5/9/97
Adhesive and Particle Matrix
(Method of joining substrates using patterned
coatings of a mixture of adhesive and particles.)
-- -- High Ionic Flow Rate Plating Process and
Apparatus
(A latch apparatus for high ionic apparatus for
high ionic electro-coating substrates with metal
and particles.)
Electroplating Process
(Apparatus for high ionic continuous electro-
coating of substrates with metal and particles.)
Method and Apparatus for Conductivity Joining
Components
(Conductive tape.)
2.01-4
