Exhibit 10.49
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AMENDED AND RESTATED
PATENT COLLATERAL ASSIGNMENT AND SECURITY AGREEMENT
Dated as of September 22, 1999
among
CVC, INC.
CVC PRODUCTS, INC.
and
MANUFACTURERS AND TRADERS TRUST COMPANY
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This AMENDED AND RESTATED PATENT COLLATERAL ASSIGNMENT AND SECURITY
AGREEMENT dated as of September 22, 1999, between CVC, INC., a Delaware
corporation ("Parent"), CVC PRODUCTS, INC., a Delaware corporation ("Borrower"
and, together with Parent, "Assignors"), both of which have their principal
places of business at ▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, and MANUFACTURERS AND
TRADERS TRUST COMPANY, having an ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇&▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇
▇▇▇▇▇ (the "Bank").
WHEREAS, the Borrower and the Bank are parties to a Loan Agreement, dated
as of March 31, 1998, (as amended and in effect from time to time, the "Loan
Agreement"); and
WHEREAS, in connection with the Loan Agreement, Assignors delivered to the
Bank their Patent Collateral Assignment and Security Agreement dated March 31,
1998 (the "Prior Security Agreement"); and
WHEREAS, the Borrower and the Bank have entered into an Amendment to Loan
Agreement dated the date hereof (the "Amendment"); and
WHEREAS, it is a condition precedent to the Bank making any loans or
otherwise extending credit to the Borrower under the Loan Agreement that the
Assignors amend and restate the Prior Security Agreement pursuant to this Patent
Agreement; and
WHEREAS, the Borrower has previously executed and delivered to the Bank a
General Security Agreement, dated as of February 2, 1996, as amended (the
"Original Borrower Security Agreement"), pursuant to which the Borrower granted
to the Bank a first priority perfected security interest in all of the
Borrower's personal property and fixture assets, including, without limitation,
the patents and patent applications listed on Schedule A attached hereto, all to
secure the payment and performance of all the indebtedness of the Borrower to
the Bank, whenever arising and, on March 31, 1998, Borrower executed and
delivered an Amended and Restated General Security Agreement (the "Restated
Borrower Security Agreement") in favor of Bank, pursuant to which the Original
Borrower Security Agreement has been amended and restated; and
WHEREAS, the Parent has previously executed and delivered to Bank a
General Security Agreement, dated as of February 2, 1996 (the "Original Parent
Security Agreement"), pursuant to which the Parent granted to the Bank a first
priority perfected security interest in all of the Parent's personal property
and fixture assets, including, without limitation the patents and patent
applications listed on Schedule A attached hereto, to the extent that the Parent
has an interest therein, all to secure the payment and performance of all of the
indebtedness of the Parent to the Bank, whenever arising, and, on March 31,
1998, Parent executed and delivered an Amended and Restated General Security
Agreement (the "Restated Parent Security Agreement") in favor of Bank, pursuant
to which the Original Parent Security Agreement has been amended and restated;
and
WHEREAS, this Patent Agreement (defined below) is supplemental to the
provisions contained in the Restated Borrower Security Agreement and the
Restated Parent Security Agreement (together, the "Security Agreements");
NOW, THEREFORE, in consideration of the premises contained herein and for
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto hereby agree to amend and restate the
Prior Security Agreement as follows:
1. DEFINITIONS.
Capitalized terms used herein and not otherwise defined herein shall have
the respective meanings provided therefor in the Loan Agreement. In addition,
the following terms shall have the meanings set forth in this Section 1 or
elsewhere in this Patent Agreement referred to below:
Assignors means Borrower and Parent, collectively and individually.
Event of Default means any "Event of Default" which has occurred
under the Restated Borrower Security Agreement or the Restated Parent Security
Agreement.
Obligations means, collectively, any indebtedness, liabilities and
obligations for payment of money, regardless of kind, class or form and whether
for the payment of principal or of interest or otherwise, incurred, for any
business, commercial, agricultural or consumer purposes or otherwise, now
existing or hereafter arising, created directly (including, but not limited to,
all indebtedness, liabilities and obligations arising as a direct or indirect
result of any overdraft) or by an assignment or other transfer, direct or
indirect, absolute or contingent (including, but not limited to, all
indebtedness, liabilities and obligations arising as a direct or indirect result
of any guaranty, endorsement or other assurance or as a direct or indirect
result of any letter of credit), similar or dissimilar, related or unrelated,
due or not due, contractual or tortuous, liquidated or unliquidated, arising by
operation of law or otherwise, that are now or hereafter owing by either
Assignors in any capacity, whether alone or otherwise, to the Bank in any
capacity, whether or not allowed as a claim against such Assignors in any case
or other proceeding pursuant to any bankruptcy or insolvency statute, regulation
or other law or any other statute, regulation or other law relating to the
relief of debtors, to the readjustment, composition or extension of
indebtedness, to liquidation or to reorganization.
Patent Agreement means this Amended and Restated Patent Collateral
Assignment and Security Agreement, as amended and in effect from time to time.
Patent Collateral means all of the Assignors' right, title and
interest in and to all of the Patents, the Patent License Rights, and all other
Patent Rights, and all additions, improvements, and accessions to, all
substitutions for and replacements of, and all products and Proceeds (including
insurance proceeds) of any and all of the foregoing, and
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all books and records and technical information and data describing or used in
connection with any and all such rights, interest, assets or property.
Patent License Rights means any and all past, present or future
rights and interests of the Assignors pursuant to any and all past, present and
future licensing agreements in favor of the Assignors, or to which either
Assignor is a party, pertaining to any Patents, or Patent Rights, owned or used
by third parties in the past, present or future, including the right in the name
of the Assignors or the Bank to enforce, and ▇▇▇ and recover for, any past,
present or future breach or violation of any such agreement.
Patent Rights means any and all past, present or future rights in,
to and associated with the Patents throughout the world, Whether arising under
federal law, state law, common law, foreign law, or otherwise, including, but
not limited, to the following: all such rights arising out of or associated with
the Patents; the right (but not the obligation) to register claims under any
federal, state or foreign patent law or regulation; the right (but not the
obligation) to ▇▇▇ or bring opposition or bring cancellation proceedings in the
name of the Assignors or the Bank for any and all past, present and future
infringements of or any other damages or injury to the Patents or the Patent
Rights, and the rights to damages or profits due or accrued arising out of or in
connection with any such past, present or future infringement, damage or injury;
and the Patent License Rights.
Patents means all patents and patent applications, whether United
States or foreign, that are owned by the Assignors or in which the Assignors
have any right, title or interest, now or in the future, including but not
limited to:
(a) the patents and patent applications listed on Schedule A
hereto (as the same may be amended pursuant hereto from time to time);
(b) all letters patent of the United States or any other
country, and all applications for letters patent of the United States or any
other country;
(c) all re-issues, continuations, divisions,
continuations-in-part, renewals or extensions thereof;
(d) the inventions disclosed or claimed therein, including the
right to make, use, practice and/or sell (or license or otherwise transfer or
dispose of) the inventions disclosed or claimed therein; and
(e) the right (but not the obligation) to make and prosecute
applications for such Patents.
Proceeds means any consideration received from the sale, exchange,
license, lease or other disposition or transfer of any right, interest, asset or
property which constitutes all or any part of the Patent Collateral, any value
received as a consequence of the ownership, possession, use or practice of any
Patent Collateral, and any payment received from any insurer or other person or
entity as a result of the destruction or the loss,
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theft or other involuntary conversion of whatever nature of any right, interest,
asset or property which constitutes all or any part of the Patent Collateral.
PTO means the United States Patent and Trademark Office or any
successor agency or office.
2. GRANT OF SECURITY INTEREST.
To secure the payment and performance in full of any and all Obligations,
the Assignors hereby grant, assign, transfer and conveys to the Bank, BY WAY OF
COLLATERAL SECURITY, all of the Patent Collateral. THE BANK ASSUMES NO LIABILITY
ARISING IN ANY WAY BY REASON OF ITS HOLDING SUCH COLLATERAL SECURITY.
3. REPRESENTATIONS, WARRANTIES AND COVENANTS.
The Assignors represent, warrant and covenant that, except as disclosed on
the Intellectual Property Audit Report from ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ & Freidenrich LLP
dated September 21, 1999: (i) Schedule A attached hereto sets forth a true and
complete list of all the patents, rights to patents and patent applications now
owned, licensed, controlled or used by the Assignors; (ii) the issued Patents
are subsisting and have not been adjudged invalid or unenforceable, in whole or
in part, and there is no litigation or proceeding pending concerning the
validity or enforceability of the issued Patents; (iii) to the best of the
Assignors' knowledge, each of the issued Patents is valid and enforceable; (iv)
to the best of the Assignors' knowledge, there is no infringement by others of
the issued Patents or Patent Rights; (v) no claim has been made that the use of
any of the Patents does or may violate the rights of any third person, and to
the best of the Assignors' knowledge there is no infringement by the Assignors
of the patent rights of others; (vi) the Assignors indicated on Schedule A
attached hereto is the sole and exclusive owner of the entire and unencumbered
right, title and interest in and to each of the Patents (other than ownership
and other rights reserved by third party owners with respect to Patents which
the Assignors are licensed to practice or use as indicated on Schedule A
attached hereto), free and clear of any liens, charges, encumbrances and adverse
claims, including without limitation pledges, assignments, licenses, shop rights
and covenants by the Assignors not to ▇▇▇ third persons, other than the security
agreement and mortgage created by the Security Agreement and this Patent
Agreement; (vii) the Assignors, have the unqualified right to enter into this
Patent Agreement and perform its terms and have entered and will enter into
written agreements with each of their present and future employees, agents,
consultants, licensors and licensees which will enable them to comply with the
covenants herein contained; (viii) this Patent Agreement, together with the
Security Agreements, will create in favor of the Bank a valid and perfected
first priority security interest in the Patent Collateral upon making the
filings referred to in clause (ix) of this Section 3; and (ix) except for the
filing of financing statements with the Monroe County Clerk and the Secretary of
State for the State of New York under the Uniform Commercial Code and the filing
of this Patent Agreement with the PTO, no authorization, approval or other
action by, and no notice to or filing with, any governmental or regulatory
authority, agency or office is required either (1) for the grant by the
Assignors or the effectiveness of
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the security interest and assignment granted hereby or for the execution,
delivery and performance of this Patent Agreement by the Assignors, or (2) for
the perfection of or the exercise by the Bank of any of its rights and remedies
hereunder.
4. NO TRANSFER OR INCONSISTENT AGREEMENTS.
Without the Bank's prior written consent, the Assignors will not (i)
mortgage, pledge, assign, encumber, grant a security interest in, transfer,
license or alienate any of the Patent Collateral, or (ii) enter into any
agreement (for example, a license agreement) that is inconsistent with the
Assignors' obligations under this Patent Agreement or the Security Agreements.
The Bank will not unreasonably delay in responding to any request by the
Assignors for a consent to any action prohibited by this Section 4.
5. AFTER-ACQUIRED PATENTS, ETC.
5.1 After-acquired Patents.
If, before the Obligations shall have been finally paid and
satisfied in full and both Assignors no longer have a right to request advances
from Bank and all lines of credit terminated by Bank, the Assignors shall obtain
any right, title or interest in or to any other or new patents, patent
applications or patentable inventions, or become entitled to the benefit of any
patent application or patent or any reissue, division, continuation, renewal,
extension, or continuation-in-part of any of the Patent Collateral or any
improvement on any of the Patent Collateral, the provisions of this Patent
Agreement shall automatically apply thereto and the Assignors shall (i) promptly
on request by the Bank and (ii) on an annual basis give to the Bank notice
thereof in writing and execute and deliver to the Bank such documents or
instruments as the Bank may reasonably request further to transfer title thereto
to the Bank as required herein.
5.2 Amendment to Schedule.
The Assignors authorize the Bank to modify this Patent Agreement,
without the necessity of the Assignors' further approval or signature, by
amending Schedule A hereto to include any future or other Patents or Patent
Rights under Section 2 or Section 5 hereof.
6. PATENT PROSECUTION.
6.1 Assignors Responsible.
The Assignors shall assume full and complete responsibility for the
prosecution, grant, enforcement or any other necessary or desirable actions in
connection with the Patent Collateral, and shall hold the Bank harmless from any
and all costs, damages, liabilities and expenses which may be incurred by the
Bank in connection with the Bank's title to any of the Patent Collateral or any
other action or failure to act in connection with this Patent Agreement or the
transactions contemplated hereby. In respect
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of such responsibility, the Assignors shall retain patent counsel acceptable to
the Bank. The Bank shall not unreasonably delay in responding to any written
inquiry as to the acceptability of patent counsel proposed by the Assignors.
6.2 Assignors' Duties, Etc.
The Assignors shall have the duty, through patent counsel acceptable
to the Bank, to prosecute diligently any patent applications of the Patents
pending as of the date of this Patent Agreement or thereafter, to make
application for unpatented but reasonably patentable inventions and to preserve
and maintain all rights in the Patents, including, without limitation, the
payment when, due of all maintenance fees and other fees, taxes and other
expenses which shall be incurred or which shall accrue with respect to any of
the Patents. Any expenses incurred in connection with such applications and
actions shall be borne by the Assignors. The Assignors shall not abandon any
filed patent application, or any pending patent application or patent, without
the consent of the Bank, which consent shall not be unreasonably withheld. The
Bank hereby appoints the Assignors as its agent for all matters referred to in
the foregoing provisions of this Section 6 and agrees to execute any documents
necessary to confirm such appointment. Upon the occurrence and during the
continuance of an Event of Default, the Bank may terminate such agency by
providing written notice of termination to the Assignors. The Bank shall not
unreasonably delay in responding to any written inquiry as to the acceptability
of patent counsel pursuant to this Section 6.2 or the abandonment of any patent
application.
6.3 Assignors' Enforcement Rights.
The Assignors shall have the right, with the consent of the Bank,
which shall not be unreasonably withheld, to bring suit or other action in the
Assignors' own name(s) to enforce the Patents and the Patent Rights. The Bank
shall be required to join in such suit or action as may be necessary to assure
the Assignors' ability to bring and maintain any such suit or action in any
proper forum so long as the Bank is completely satisfied that such joinder will
not subject the Bank to any risk of liability. The Assignors shall promptly,
upon demand, reimburse and indemnify the Bank for all damages, costs and
expenses, including legal fees, incurred by the Bank pursuant to this Section 6.
6.4 Protection of Patents, Etc.
In general, the Assignors shall take any and all such actions
(including, but not limited to, institution and maintenance of suits,
proceedings or actions) as may be necessary or appropriate to properly maintain,
protect, preserve, care for and enforce the Patent Collateral. The Assignors,
shall not take or fail to take any action, nor permit any action to be taken or
not taken by others under their control, which would affect the validity, grant
or enforcement of any of the Patent Collateral.
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6.5 Notification by Assignors.
Promptly upon obtaining knowledge thereof, the Assignors will notify
the Bank in writing of the institution of, or any final adverse determination
in, any proceeding in the PTO or any similar office or agency of the United
States or any foreign country, or any court, regarding the validity of any of
the Patents or the Assignors' rights, title or interests in and to any of the
Patent Collateral, and of any event which does or reasonably could materially
adversely affect the value of any of the Patent Collateral, the ability of the
Assignors or the Bank to dispose of any of the Patent Collateral or the rights
and remedies of the Bank in relation thereto (including, but not limited to, the
levy of any legal process against any of the Patent Collateral).
7. LICENSE BACK TO ASSIGNORS.
Unless and until there shall have occurred and be continuing an Event of
Default and the Bank has notified the Assignors that the license granted
hereunder is terminated, the Bank hereby grants to the Assignors the sole and
exclusive, nontransferable, royalty free, worldwide right and license under the
Patents to make, have made for them, use, sell and otherwise practice the
inventions disclosed and claimed in the Patents for the Assignors' own benefit
and account and for none other; provided however that the foregoing right and
license shall be no greater in scope than, and limited by, the rights assigned
to the Bank by the Assignors hereby. The Assignors agree not to sell, assign,
transfer, encumber or sublicense their interest in the license granted to the
Assignors in this Section 7, without the prior written consent of the Bank. Any
such sublicenses granted on or after the date hereof shall be terminable by the
Bank upon termination of the Assignors' license hereunder.
8. REMEDIES.
If any Event of Default shall have occurred and be continuing, then upon
notice by the Bank to the Assignors: (i) the Assignors' license with respect to
the Patents as set forth in Section 7 shall terminate; (ii) the Assignors shall
immediately cease and desist from the practice, manufacture, use and sale of the
inventions claimed, disclosed or covered by the Patents; and (iii) the Bank
shall have, in addition to all other rights and remedies given it by this Patent
Agreement, the Loan Agreement, the Security Agreements, and all other
agreements, instruments and documents executed by Borrower and/or Parent in
favor of Bank at any time, those allowed by law and the rights and remedies of a
secured party under the Uniform Commercial Code as enacted in the State of New
York and, without limiting the generality of the foregoing, the Bank may
immediately, without demand of performance and without other notice (except as
set forth next below) or demand whatsoever to the Assignors, all of which are
hereby expressly waived, and without advertisement, sell or license at public or
private sale or' otherwise realize upon the whole or from time to time any part
of the Patent Collateral, or any interest which the Assignors may have therein,
and after deducting from the proceeds of sale or other disposition of the Patent
Collateral all reasonable expenses (including all reasonable expenses for
broker's fees and legal services), shall apply the residue of such proceeds
toward the payment of the
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Obligations as set forth in the Security Agreements. Notice of any sale, license
or other disposition of any of the Patent Collateral shall be given to the
Assignors, at least five (5) days before the time that any intended public sale
or other disposition of such Patent Collateral is to be made or after which any
private sale or other disposition of such Patent Collateral may be made, which
the Assignors hereby agrees shall be reasonable notice of such public or private
sale or other disposition. At any such sale or other disposition, the Bank may,
to the extent permitted under applicable law, purchase or license the whole or
any part of the Patent Collateral or interests therein sold, licensed or
otherwise disposed of.
9. COLLATERAL PROTECTION.
If the Assignors shall fail to do any act that they have covenanted to do
hereunder, or if any representation or warranty of the Assignors shall be
breached, the Bank, in their own name or that of the Assignors (in the sole
discretion of the Bank), may (but shall not be obligated to) after ten (10) days
written notice do such act or remedy such breach (or cause such act to be done
or such breach to be remedied), and the Assignors agree promptly to reimburse
the Bank for any cost or expense incurred by the Bank in so doing.
10. POWER OF ATTORNEY.
If any Event of Default shall have occurred and be continuing, the
Assignors do hereby make, constitute and appoint the Bank (and any officer or
agent of the Bank as the Bank may select in its exclusive discretion) as the
Assignors' true and lawful attorney-in-fact, with the power to endorse the
Assignors' name on all applications, documents, papers and instruments necessary
for the Bank to use any of the Patent Collateral, to practice, make, use or sell
the inventions disclosed or claimed in any of the Patent Collateral, to grant or
issue any exclusive or nonexclusive license of any of the Patent Collateral to
any third person, or necessary for the Bank to assign, pledge, convey or
otherwise transfer title in or dispose of the Patent Collateral or any part
thereof or interest therein to any third person, and, in general, to execute and
deliver any instruments or documents and do all other acts which the Assignors
are obligated to execute and do hereunder. The Assignors hereby ratify all that
such attorney shall lawfully do or cause to be done by virtue hereof, and
releases the Bank from any claims, liabilities, causes of action or demands
arising out of or in connection with any action taken or omitted to be taken by
the Bank under this power of attorney (except for the Bank's gross negligence or
willful misconduct). This power of attorney shall be irrevocable for the
duration of this Patent Agreement.
11. FURTHER ASSURANCES.
The Assignors shall, at any time and from time to time, and at their
expense, make, execute, acknowledge and deliver, and file and record as
necessary or appropriate with governmental or regulatory authorities, agencies
or offices, such agreements, assignments, documents and instruments, and do such
other and further acts and things (including, without limitation, obtaining
consents of third parties), as the Bank may request or as may be necessary or
appropriate in order to implement and effect fully the intentions, purposes
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and provisions of this Patent Agreement, or to assure and confirm to the Bank
the grant, perfection and priority of the Bank's security interest in any of the
Patent Collateral.
12. TERMINATION.
At such time as all of the Obligations have been finally paid and
satisfied in full and neither of the Assignors have any right to request
advances from Bank under a line of credit, this Patent Agreement shall terminate
and the Bank shall, upon the written request and at the expense of the
Assignors, execute and deliver to the Assignors all deeds, assignments and other
instruments as may be necessary or proper to reassign and reconvey to and
re-vest in the Assignors the entire right, title and interest to the Patent
Collateral previously granted, assigned, transferred and conveyed to the Bank by
the Assignors pursuant to this Patent Agreement, as fully as if this Patent
Agreement had not been made, subject to any disposition of all or any part
thereof which may have been made by the Bank pursuant hereto or the Security
Agreements.
13. COURSE OF DEALING.
No course of dealing among the Assignors, and the Bank, nor any failure to
exercise, nor any delay in exercising, on the part of the Bank, any right, power
or privilege hereunder or under the Security Agreements shall operate as a
waiver thereof; nor shall any single or partial exercise of any right, power or
privilege hereunder or thereunder preclude any other or further exercise thereof
or the exercise of any other right, power or privilege.
14. EXPENSES.
Any and all reasonable fees, costs and expenses, of whatever kind or
nature, including the reasonable attorneys' fees and legal expenses incurred by
the Bank in connection with the preparation of this Patent Agreement and all
other documents relating hereto, the consummation of the transactions
contemplated hereby or the enforcement hereof, the filing or recording of any
documents (including all taxes in connection therewith) in public offices, the
payment or discharge of any taxes, counsel fees, maintenance fees, encumbrances
or otherwise protecting, maintaining or preserving any of the Patent Collateral,
or in defending or prosecuting any actions or proceedings arising out of or
related to any of the Patent Collateral, shall be borne and paid by the
Assignors.
15. OVERDUE AMOUNTS.
Until paid, all amounts due and payable by the Assignors hereunder shall
be a debt secured by the Patent Collateral and other Collateral and shall bear,
whether before or after judgment, interest at the rate of interest for overdue
principal set forth in the Loan Agreement.
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16. NO ASSUMPTION OF LIABILITY; INDEMNIFICATION.
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, THE BANK
ASSUMES NO LIABILITIES OF THE ASSIGNORS WITH RESPECT TO ANY CLAIM OR CLAIMS
REGARDING THE ASSIGNORS' OWNERSHIP OR PURPORTED OWNERSHIP OF, OR RIGHTS OR
PURPORTED RIGHTS ARISING FROM, ANY OF THE PATENT COLLATERAL OR ANY PRACTICE,
USE, LICENSE OR SUBLICENSE THEREOF, OR ANY PRACTICE, MANUFACTURE, USE OR SALE OF
ANY OF THE INVENTIONS DISCLOSED OR CLAIMED THEREIN, WHETHER ARISING OUT OF ANY
PAST, CURRENT OR FUTURE EVENT, CIRCUMSTANCE, ACT OR OMISSION OR OTHERWISE. ALL
OF SUCH LIABILITIES SHALL BE EXCLUSIVELY BORNE BY THE ASSIGNORS, AND THE
ASSIGNORS SHALL INDEMNIFY THE BANK FOR ANY AND ALL COSTS, EXPENSES, DAMAGES AND
CLAIMS, INCLUDING LEGAL FEES, INCURRED BY THE BANK WITH RESPECT TO SUCH
LIABILITIES.
17. RIGHTS AND REMEDIES CUMULATIVE.
All of the Bank's rights and remedies with respect to the Patent
Collateral, whether established hereby or by the Security Agreements or by any
other agreements or by law, shall be cumulative and may be exercised singularly
or concurrently. This Patent Agreement is supplemental to the Security
Agreements, and nothing contained herein shall in any way derogate from any of
the rights or remedies of the Bank contained therein. Nothing contained in this
Patent Agreement shall be deemed to extend the time of attachment or perfection
of or otherwise impair the security interest in any of the Patent Collateral
granted to the Bank under the Security Agreements.
18. NOTICES.
All notices and other communications made or required to be given pursuant
to this Patent Agreement shall be in writing and shall be delivered in hand,
mailed by United States registered or certified first-class mail, postage
prepaid, or sent by telegraph, telecopy or telex and confirmed by delivery via
courier or postal service, addressed as follows:
(a) if to the Assignors, at CVC, Inc. and CVC Products, Inc.,
Attention: ▇▇▇▇▇▇ 0. ▇▇▇▇▇▇▇▇▇, Senior Vice President and Chief Financial
Officer, at the address first listed above or at such other address for notice
as the Assignors shall last have furnished in writing to the person giving the
notice; and
(b) if to the Bank, at One M&T Plaza, Buffalo, New York 14203,
Attention: Collateral Department or at such other address for notice as the Bank
shall last have furnished in wiring to the person giving the notice, with copies
to the Bank at ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, Attention: ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇, Vice President.
Any such notice or demand shall be deemed to have been duly given or made and to
have become effective (i) if delivered by hand to a responsible officer of the
party to which it is directed, at the time of the receipt thereof by such
officer, (i) if sent by registered or
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certified first-class mail, postage prepaid, two (2) Business Days after the
posting thereof, and (iii) if sent by telegraph, telecopy, or telex, at the time
of the dispatch thereof, if In normal business hours in the country of receipt,
or otherwise at the opening of business on the following Business Day.
19. AMENDMENT AND WAIVER.
This Patent Agreement is subject to modification only by a writing signed
by the Bank and the Assignors, except as provided in Section 5.2. The Bank shall
not be deemed to have waived any right hereunder unless such waiver shall be in
writing and signed by the Bank. A waiver on any one occasion shall not be
construed as a bar to or waiver of any right on any future occasion.
20. GOVERNING LAW; CONSENT TO JURISDICTION.
THIS PATENT AGREEMENT IS INTENDED TO TAKE EFFECT AS A SEALED INSTRUMENT
AND SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE
STATE OF NEW YORK. The Assignors agree that any suit for the enforcement of this
Patent Agreement may be brought in the courts of the County of Monroe or any
federal court sitting therein and consents to the non-exclusive jurisdiction of
such court and to service of process in any such suit being made upon the
Assignors by mail at the address specified in Section 18. The Assignors hereby
waive any objection that they may now or hereafter have to the venue of any such
suit or any such court or that such suit is brought in an inconvenient court.
21. WAIVER OF JURY TRIAL.
THE ASSIGNORS WAIVE THEIR RIGHT TO A JURY TRIAL WITH RESPECT TO ANY ACTION
OR CLAIM ARISING OUT OF ANY DISPUTE IN CONNECTION WITH THIS PATENT AGREEMENT,
ANY RIGHTS OR OBLIGATIONS HEREUNDER OR THE PERFORMANCE OF ANY SUCH RIGHTS OR
OBLIGATIONS. Except as prohibited by law, the Assignors waive any right which
they may have to claim or recover in any litigation referred to in the preceding
sentence any special, exemplary, punitive or consequential damages or any
damages other than, or in addition to, actual damages. The Assignors (i) certify
that neither the Bank nor any representative, agent or attorney of the Bank has
represented, expressly or otherwise, that the Bank would not, in the event of
litigation, seek to enforce the foregoing waivers, and (ii) acknowledges that,
in entering into the Loan Agreement and the other agreements, notes, instruments
and documents executed in connection therewith to which the Bank is a party, the
Bank is relying upon, among other things, the waivers and certifications
contained in this Section 21.
22. BANK'S RIGHT TO ACCEPT OR CONSENT, ETC.
Notwithstanding anything herein to the contrary, Bank shall not be deemed
to have unreasonably delayed in responding to a request for a consent hereunder
or the approval of a counsel proposed by Assignors whom the Bank must consent to
unless Bank fails to
-11-
respond to a request for such consent or acceptance of proposed counsel for ten
(10) days after such request is submitted and Assignors, thereafter notify Bank
in writing that they believe Bank has unreasonably delayed in responding to such
request and Bank continues for more than ten (10) days after its receipt of such
notice to respond to such request. In any event, the sole remedy for Assignors
if Bank unreasonably delayed in responding to any such request shall be that it
loses its right to consent to any such action or to approve any such counsel.
23. MISCELLANEOUS.
The headings of each section of this Patent Agreement are for convenience
only and shall not define or limit the provisions thereof. This Patent Agreement
and all rights and obligations hereunder shall be binding upon the Assignors and
their respective successors and permitted assigns, and shall inure to the
benefit of the Bank and its successors and assigns. In the event of any
irreconcilable conflict between the provisions of this Patent Agreement and the
Loan Agreement, or between this Patent Agreement and the Security Agreements,
the provisions of the Loan Agreement or the Security Agreements, as the case may
be, shall control. If any term of this Patent Agreement shall be held to be
invalid, illegal or unenforceable, the validity of all other terms hereof shall
in no way be affected thereby, and this Patent Agreement shall be construed and
be enforceable as if such invalid, illegal or unenforceable term had not been
included herein. The Assignors acknowledge receipt of a copy of this Patent
Agreement. All obligations of the Assignors hereunder shall be joint and
several.
24. VIOLATION OF PATENT LICENSE
Notwithstanding anything to the contrary contained herein, Assignor is not
granting the Bank a security interest in any Patent License Rights if such a
security interest would constitute a breach of the applicable license agreement.
IN WITNESS WHEREOF, this Patent Agreement has been executed as of the day
and year first above written.
CVC, INC.
By: /s/ ▇▇▇▇▇▇ 0. ▇▇▇▇▇▇▇▇▇
-----------------------------------
Name: ▇▇▇▇▇▇ 0. ▇▇▇▇▇▇▇▇▇
Title: Senior Vice President and CFO
CVC PRODUCTS, INC.
By: /s/ ▇▇▇▇▇▇ 0. ▇▇▇▇▇▇▇▇▇
-----------------------------------
Name: ▇▇▇▇▇▇ 0. ▇▇▇▇▇▇▇▇▇
Title: Senior Vice President and CFO
-12-
MANUFACTURERS AND TRADERS
TRUST COMPANY
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
--------------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Vice President
STATE OF NEW YORK )
COUNTY OF Monroe ) ss:
On the 22nd day of September in the year 1999 before me, the undersigned,
a Notary Public in and for said state, personally appeared ▇▇▇▇▇▇ 0. ▇▇▇▇▇▇▇▇▇
personally known to me or proved to me on the basis of satisfactory evidence to
be the individual(s) whose name(s) is (are) subscribed to the within instrument
and acknowledged to me that he/she/they executed the same in his/her/their
capacity(ies), and that by his/her/their signature(s) on the instrument, the
individual(s), or the person upon behalf of which the individual(s) acted,
executed the instrument.
/s/ ▇▇▇▇▇ ▇. Reochia
--------------------------------------
Notary Public
▇▇▇▇▇ ▇. REOCHIA
Notary Public, State of New York
No. 02PE5004858
Qualified in Monroe County
Certicate Filed in Monroe County
Commission Expires Nov. 23, ▇▇▇▇
▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇ )
COUNTY OF Monroe ) ss:
On the 22nd day of September in the year 1999 before me, the undersigned,
a Notary Public in and for said state, personally appeared ▇▇▇▇▇▇ 0. ▇▇▇▇▇▇▇▇▇,
personally known to me or proved to me on the basis of satisfactory evidence to
be the individual(s) whose name(s) is (are) subscribed to the within instrument
and acknowledged to me that he/she/they executed the same in his/her/their
capacity(ies), and that by his/her/their signature(s) on the instrument, the
individual(s), or the person upon behalf of which the individual(s) acted,
executed the instrument.
/s/ ▇▇▇▇▇ ▇. Reochia
--------------------------------------
Notary Public
▇▇▇▇▇ ▇. REOCHIA
Notary Public, State of New York
No. 02PE5004858
Qualified in Monroe County
Certicate Filed in Monroe County
Commission Expires Nov. 23, ▇▇▇▇
▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇ )
COUNTY OF Monroe ) ss:
On the 22nd day of September in the year 1999 before me, the undersigned,
a Notary Public in and for said state, personally appeared ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇,
personally known to me or proved to me on the basis of satisfactory evidence to
be the individual(s) whose name(s) is (are) subscribed to the within instrument
and acknowledged to me that he/she/they executed the same in his/her/their
capacity(ies), and that by his/her/their signature(s) on the instrument, the
individual(s), or the person upon behalf of which the individual(s) acted,
executed the instrument.
/s/ ▇▇▇▇▇ ▇. Reochia
--------------------------------------
Notary Public
▇▇▇▇▇ ▇. REOCHIA
Notary Public, State of New York
No. 02PE5004858
Qualified in Monroe County
Certicate Filed in Monroe County
Commission Expires Nov. 23, 2000
-13-
SCHEDULE A
ISSUED AND PENDING PATENTS
-14-
CVC Intellectual Property Audit Attorney-Client Privilege
Client Confidential Information
====================================================================================================================================
Table 2 - Corporation Patents & Patent Applications
------------------------------------------------------------------------------------------------------------------------------------
Patent/ Related CVC
Application Invention Title Inventor(s) Filing &/or Covered CVC Product(s) Patent/Patent
Serial No. Issue Date Application(s)
====================================================================================================================================
5,248,402 Apple-Shaped Magnetron ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, Issued Data storage (MR &
for Sputtering System ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, 9/28/93 GMR) PVD Product;
▇▇▇▇ ▇▇▇▇▇▇▇▇ Semiconductor
interconnect products;
Specialty applications
(e.g., thin film resistors)
------------------------------------------------------------------------------------------------------------------------------------
5,630,916 Magnetic Orienting Device ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇ Issued Data storage PVD
for Thin-Film Deposition ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ 05/20/97 magnetic thin-films
Heimanson, ▇▇▇▇ ▇▇▇▇▇▇▇▇ products
(MR, GMR, MRAM)
------------------------------------------------------------------------------------------------------------------------------------
5,715,361 Rapid Thermal Processing ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, Issued RTP and RTCVD
High-Performance Multi- Yong ▇▇▇ ▇▇▇, ▇▇▇▇ 02/03/98 products for
Zone Illuminator for Wafer ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇ semiconductor
Backside Heating applications (e.g.,
silicides)
------------------------------------------------------------------------------------------------------------------------------------
5,846,883 Apparatus and Method for ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Issued Soft plasma clean module [PCT/US97/12243]
Multi-Zone High-Density 12/08/98 for all products
Inductively-Coupled
Plasma Generation
------------------------------------------------------------------------------------------------------------------------------------
5,746,897 High Magnetic Flux ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, Issued Data storage PVD [PCT/US96/11564]
Permanent Magnet Array ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, 05/05/98 products (deposition of
Apparatus and Method for ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, magnetic materials)
High Productivity Physical ▇▇▇▇ ▇▇▇▇▇▇
Vapor Deposition
------------------------------------------------------------------------------------------------------------------------------------
5,876,573 High Magnetic Flux ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, Issued Data storage PVD
Cathode Apparatus and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, 03/02/99 products (deposition of
Method for High- ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ magnetic materials)
Productivity Physical ▇▇▇▇▇▇▇
Vapor Deposition.
====================================================================================================================================
CVC Intellectual Property Audit Attorney-Client Privilege
Client Confidential Information
====================================================================================================================================
Table 2 - Corporation Patents & Patent Applications
------------------------------------------------------------------------------------------------------------------------------------
Patent/ Related CVC
Application Invention Title Inventor(s) Filing &/or Covered CVC Product(s) Patent/Patent
Serial No. Issue Date Application(s)
====================================================================================================================================
5,871,588 Programmable Ultraclean ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, Issued RTP and RTCVD [▇▇▇.▇▇ 96/11563]
Electromagnetic Substrate Yong ▇▇▇ ▇▇▇ 3/16/99 products (e.g., for
Rotation Apparatus and silicides)
Method for
Microelectronics
Manufacturing Equipment
------------------------------------------------------------------------------------------------------------------------------------
5,937,142 Multi-Point Precision Yong ▇▇▇ ▇▇▇, Issued RTP and RTCVD
Pyrometry Sensors for Rapid ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 08/10/99 products (e.g., for
[09/209,313] Thermal Processing Equipment silicides)
------------------------------------------------------------------------------------------------------------------------------------
5,775,416 Temperature Controlled ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Issued Data storage PVD PCT
for Vacuum Processing ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ 07/07/98 products
US96/18066
------------------------------------------------------------------------------------------------------------------------------------
5,902,466 Sputtering Apparatus with ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Issued Data storage PVD
Magnetic Orienting Device ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇, 05/11/99 products
for Thin-Film Deposition ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇,
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇
------------------------------------------------------------------------------------------------------------------------------------
5,936,829 Thermally Conductive ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Issued Data storage PVD
▇▇▇▇▇ for Vacuum 8/10/99 products
Processor
------------------------------------------------------------------------------------------------------------------------------------
08/678,297 Multi-Zone Gas Injection ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, Issue Fee Semiconductor RTP, CVC-1270
Apparatus and Method for ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, Paid 5/21/99 RTCVD, and MOCUD
Microelectronics ▇▇▇▇ ▇▇▇ ▇▇▇, ▇▇▇▇▇ products
Manufacturing Equipment ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇
Kermani
------------------------------------------------------------------------------------------------------------------------------------
08/680,244 Apparatus and Method for ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, Notice of RTP and RTCVD [PCT/US 96/11545]
Automated Calibration of Yong ▇▇▇ ▇▇▇ Allowance products (e.g., for
Temperature Sensors in
====================================================================================================================================
-20-
CVC Intellectual Property Audit Attorney-Client Privilege
Client Confidential Information
====================================================================================================================================
Table 2 - Corporation Patents & Patent Applications
------------------------------------------------------------------------------------------------------------------------------------
Patent/ Related CVC
Application Invention Title Inventor(s) Filing &/or Covered CVC Product(s) Patent/Patent
Serial No. Issue Date Application(s)
====================================================================================================================================
Rapid Thermal Processing 6/08/99 silicides 09/344,491 CPA
Equipment
------------------------------------------------------------------------------------------------------------------------------------
09/064,431 Ultra High Speed Chip ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ 04/22/98 Semiconductor 09/187,297
Integrated Circuit Issue fee due interconnect products CIP
Interconnect Structure and 10/06/99
Fabrication Method Using
Free-Space Dielectrics
------------------------------------------------------------------------------------------------------------------------------------
09/207,906 Ultra High-Speed Filed Semiconductor
Semiconductor Integrated 12/08/98 interconnect products
Circuit Interconnect [Allowed]
Structure and Fabrication
Method Using Free-Space
Dielectric
------------------------------------------------------------------------------------------------------------------------------------
08/678,297 Multi-zone Gas Injection Filed
Apparatus and Method for 07/11/96
Microelectronics [Allowed]
Manufacturing Equipment
------------------------------------------------------------------------------------------------------------------------------------
5,616,179 Process for deposition of ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Issued *Acquired in acquisition
diamondlike, electrically of CSC completed 10
(170,770) conductive and electron- ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ 04/01/97 May 1999
emissive carbon-based
films Filed
Data storage and optical
12/21/93 applications
------------------------------------------------------------------------------------------------------------------------------------
5,256,930 Cooled plasma source ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Issued *Acquired in acquisition
of CSC completed 10
(833,409) 10/26/93 May 1999
Filed Data storage and optical
Ion Beam Processing
2/10/92
====================================================================================================================================
-21-
CVC Intellectual Property Audit Attorney-Client Privilege
Client Confidential Information
====================================================================================================================================
Table 2 - Corporation Patents & Patent Applications
------------------------------------------------------------------------------------------------------------------------------------
Patent/ Related CVC
Application Invention Title Inventor(s) Filing &/or Covered CVC Product(s) Patent/Patent
Serial No. Issue Date Application(s)
====================================================================================================================================
products
------------------------------------------------------------------------------------------------------------------------------------
5,177,398 Grid Assembly for Ion ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Issued *Acquired in acquisition
Beam Sources and Method of CSC completed 10
(530,857) Therefor 1/5/93 May 1999
Filed
5/31/90 Data storage and optical
Ion Beam Processing
products
------------------------------------------------------------------------------------------------------------------------------------
4,403,567 Workpiece Holder ▇▇▇▇▇ ▇▇ ▇▇▇▇▇ Issued *Acquired in acquisition
of CSC completed 10
(179,960) ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ 9/13/83 May 1999
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Filed Data storage and optical
Ion Beam Processing
Gaines W. ▇▇▇▇ 8/21/80 products
------------------------------------------------------------------------------------------------------------------------------------
4,187,801 Method and Apparatus for ▇▇▇▇▇▇ ▇. ▇▇▇▇ Issued *Acquired in acquisition
Transporting Work Pieces of CSC completed 10
2/12/80 May 1999
Filed Data storage and optical
Ion Beam Processing
12/12/77 products
====================================================================================================================================
-22-
CVC Intellectual Property Audit Attorney-Client Privilege
Client Confidential Information
====================================================================================================================================
Table 3 CVC Pending Patent Applications
------------------------------------------------------------------------------------------------------------------------------------
Patent/ Related CVC
Application Invention Title Inventor(s) Filing &/or Covered CVC Product(s) Patent/Patent
Serial No. Issue Date Application(s)
====================================================================================================================================
(DIVI & 021208.0102) Apparatus ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Filed on Soft plasma clean for
and Method for Multi-Zone High- 7/10/96 with semiconductor
Density Inductively-Coupled 7/10/95 interconnect
Plasma Generation Priority Date and silicide products
------------------------------------------------------------------------------------------------------------------------------------
08/677,849 Hermetically-Sealed Inductively- ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Filed on Soft plasma clean for
Coupled Plasma Source Structure 7/10/96 with semiconductor
and Method of Use 7/10/95 interconnect
Priority Date and silicide products
------------------------------------------------------------------------------------------------------------------------------------
08/978,933 Apparatus and Method for ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Filed 11/26/97 PVC module for
Inductively-Coupled Plasma- semiconductor interconnect
Enhanced Ionized Physical-Vapor and data storage products
Deposition
------------------------------------------------------------------------------------------------------------------------------------
Apparatus and Method for ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, Yong Filed 06/25/99 RTP and RTCVD products 08/680,244
Automated Calibration of ▇▇▇ ▇▇▇ (e.g., for silicides) [PCT/US
Temperature Sensors in Rapid 96/11545]
Thermal Processing Equipment 09/344,491 CPA
------------------------------------------------------------------------------------------------------------------------------------
08/680,244 Apparatus and Method for ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, Yong Filed on Semiconductor RTP and
Automated Calibration of ▇▇▇ ▇▇▇ 7/10/96 RTCVD modules
Temperature Sensor in Rapid
Thermal Processing Equipment
------------------------------------------------------------------------------------------------------------------------------------
08/938,293 Two-Stage Sealing System for ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Filed on Data storage PVD/IVP/IBE
Thermally Conductive ▇▇▇▇▇ 9/26/97 and semiconductor
interconnect (PVD,
MOCVD) products
------------------------------------------------------------------------------------------------------------------------------------
09/144,234 Pulsed Mode Deposition for Low Ajit ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ Filed on Data storage PVD products 60/066,695
Rate, Deposition of High Quality Bubber, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, 09/08/98 (Provisional)
Thin Films ▇▇▇▇▇▇ ▇▇▇▇▇▇
====================================================================================================================================
-23-
CVC Intellectual Property Audit Attorney-Client Privilege
Client Confidential Information
====================================================================================================================================
Table 3 CVC Pending Patent Applications
------------------------------------------------------------------------------------------------------------------------------------
Patent/ Related CVC
Application Invention Title Inventor(s) Filing &/or Covered CVC Product(s) Patent/Patent
Serial No. Issue Date Application(s)
====================================================================================================================================
Not yet Physical Vapor Deposition System ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, Filed on Data storage PVD products CIP of 08/677,951
assigned Having Reduced Thickness Backing ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, 12/03/98 CVC-1170-1
Plate ▇▇▇▇▇▇ ▇▇▇▇▇▇▇,
▇▇▇▇▇ ▇. ▇▇▇▇▇
------------------------------------------------------------------------------------------------------------------------------------
08/677,893 Ultra-High Vacuum Apparatus and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ Filed on Data storage and
Method for High-Productivity ▇. ▇▇▇▇▇, 07/10/96 semiconductor PVD products
Physical Vapor Deposition ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
------------------------------------------------------------------------------------------------------------------------------------
09/209,313 Multi-Zone Illuminator for Rapid Yong ▇▇▇ ▇▇▇ 12/09/98 Semiconductor RTP and
Thermal Processing with Improved ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ RTCUD modules
Spatial Resolution Xiang Un Chen
------------------------------------------------------------------------------------------------------------------------------------
09/187,297 Improved Ultra High-Speed Chip ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ 11/05/98 Semiconductor interconnect
Interconnections Free Space products
Dielectrics
------------------------------------------------------------------------------------------------------------------------------------
5,950,723 Method of Regulating Substrate ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ 11/14/97 Data storage PUD/EB/IBE
Temperature In a Low Pressure and semiconductor
Environment interconnect (PUD,
MOCUD) products
------------------------------------------------------------------------------------------------------------------------------------
08/970,608 Method of Regulating Substrate ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ 11/14/97 Data storage PUD/EB/IBE
Temperature In a Low Pressure and semiconductor
interconnect (PUD,
MOCUD) products
------------------------------------------------------------------------------------------------------------------------------------
08/975,626 Thermally Conductive ▇▇▇▇▇ for 11/21/97
Vacuum Processor
------------------------------------------------------------------------------------------------------------------------------------
08/977,822 Substrate Edge Seal and Clamp for ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ 11/25/97 Data Storage PUD/IBD/IBE
Low-pressure Processing and semiconductor
MOCUD/PVD products
====================================================================================================================================
-24-
CVC Intellectual Property Audit Attorney-Client Privilege
Client Confidential Information
====================================================================================================================================
Table 3 CVC Pending Patent Applications
------------------------------------------------------------------------------------------------------------------------------------
Patent/ Related CVC
Application Invention Title Inventor(s) Filing &/or Covered CVC Product(s) Patent/Patent
Serial No. Issue Date Application(s)
====================================================================================================================================
09/083,363 Multiple-coil electromagnet For ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ 05/22/98 Data storage PUD and IBD
[ES&A ?] Magnetically Orienting Thin Films products
▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇. ▇▇▇▇▇
------------------------------------------------------------------------------------------------------------------------------------
09/083,742 Thin-Film Processing 05/22/98 Data storage PUD and IBD
[ES&A ?] Electromagnet For Low-Skew products
Magnetic
------------------------------------------------------------------------------------------------------------------------------------
09/141,180 Wafer Handler For Multi-station ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ 08/27/98 Cluster tool products
Tool
------------------------------------------------------------------------------------------------------------------------------------
09/175,487 Shutter For Thin-film Processing ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ 10/20/98 Data storage and
[ES&A ?] Equipment semiconductor PUD products
------------------------------------------------------------------------------------------------------------------------------------
09/271,959 Low-pressure Processing System ▇▇▇▇▇ ▇▇▇▇▇▇▇ 03/18/99
for Magnetic Orientation of Thin ▇▇ ▇▇
▇▇▇▇
------------------------------------------------------------------------------------------------------------------------------------
09/067,142 High-Performance Energy Transfer Yong ▇▇▇ ▇▇▇ 04/27/98
System and Method For Thermal
[B&B 021208.0157] Processing Applications ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇
------------------------------------------------------------------------------------------------------------------------------------
06/146,486 Method and System For Dispensing ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 09/03/98 Semiconductor interconnect
Process Gas For Fabricating a MOCVD products
Device on a Substrate et al.
------------------------------------------------------------------------------------------------------------------------------------
09/113,852 Method For forming A Copper Film 07/10/98 Semiconductor interconnect
[B&B 021208.0203] on a Substrate products
------------------------------------------------------------------------------------------------------------------------------------
09/067,143 Apparatus and Method for Multi- ▇▇▇▇▇▇▇ ▇. Moslegi 04/27/98 Data storage PUD products
Target Physical Vapor Deposition
of a Multi-layer Material Structure ▇▇▇▇▇ ▇. ▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇
====================================================================================================================================
-25-
CVC Intellectual Property Audit Attorney-Client Privilege
Client Confidential Information
====================================================================================================================================
Table 3 CVC Pending Patent Applications
------------------------------------------------------------------------------------------------------------------------------------
Patent/ Related CVC
Application Invention Title Inventor(s) Filing &/or Covered CVC Product(s) Patent/Patent
Serial No. Issue Date Application(s)
====================================================================================================================================
09/082,043 Apparatus and Method for Multi- ▇▇▇▇▇▇▇ ▇. Moslegi 11/20/98 Data storage PUD products
Target Physical Vapor ▇▇▇▇▇ ▇. ▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇
------------------------------------------------------------------------------------------------------------------------------------
09/219,147 Semiconductor Chip Interconnect ▇▇▇▇ ▇▇▇▇▇▇▇▇, et. al. 12/22/98 Semiconductor interconnect
Barrier Material and Fabrication products
Method
------------------------------------------------------------------------------------------------------------------------------------
09/285,162 Method for Planarized Deposition ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ 04/01/99
of a Material
------------------------------------------------------------------------------------------------------------------------------------
09/282,952 Method and Apparatus for ▇▇▇▇ ▇▇▇▇▇▇▇▇, et. al. 04/01/99
Deposting Tantalum-Based Thin
Films with Organiometallic
Precursor
------------------------------------------------------------------------------------------------------------------------------------
09/383,661 Apparatus and Method for ▇▇▇▇ ▇▇▇▇▇▇▇▇ 09/26/99
Electroplating a Material Layer onto ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
a Wafer
------------------------------------------------------------------------------------------------------------------------------------
09/332,492 Method and Apparatus for ▇▇▇▇ ▇▇▇▇▇▇▇▇ 06/14/99
planarized Electroplating of a ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Material
------------------------------------------------------------------------------------------------------------------------------------
09/082,043 Apparatus and Method for Multi- ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ 05/20/98 Data storage PUD products
target Physical Vapor Deposition of
a Multi-layer Material Structure
Using Target Indexing
------------------------------------------------------------------------------------------------------------------------------------
08/928,617 Apparatus and Method for 5,246,803 09/12/97 Soft plasma clear for thin
Multizone High-Density films processing applications
Inductively-Coupled Plasma
Generation
====================================================================================================================================
-26-
CVC Intellectual Property Audit Attorney-Client Privilege
Client Confidential Information
====================================================================================================================================
Table 3 CVC Pending Patent Applications
------------------------------------------------------------------------------------------------------------------------------------
Patent/ Related CVC
Application Invention Title Inventor(s) Filing &/or Covered CVC Product(s) Patent/Patent
Serial No. Issue Date Application(s)
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09/205,113 High-Magnetic Flux Cathode 5,746,897 12/03/98 Data storage PUD products
Apparatus and Method for High-
Productivity Physical-Vapor
Deposition
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08/958,877 Ultra-High Vacuum Apparatus and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ 10/27/97 Data storage PUD products
Method for High Productivity
Physical Vapor Deposition
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60/001,003 Rotation Apparatus and Method for ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ 07/10/95 Semiconductor RTP and
Microelectronics Manufacturing RTCUD products
Equipment
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08/933,420 Method and Apparatus for High ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ 09/18/97 Semiconductor interconnect
Performance Integrated Circuit products
Interconnect Fabrication
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09/291,079 Method and Apparatus for High ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ 04/14/99 Semiconductor interconnect
Performance Integrated circuit products
Interconnect Fabrication
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09/149,234 Pulsed Mode Deposition for Low Ajit ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ 09/08/99 Data storage PUD products
Rate Film Deposition Bubber, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇,
▇▇▇▇▇▇ ▇▇▇▇▇▇
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Improved Ion Optics 6/21/99 Data Storage and Optical
IBD/IBE products
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Ion Assisted Deposition Source ▇▇▇▇▇▇ ▇▇▇▇ Filed 8/6/98 Data Storage and Optical
IBD/IBE products
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Target Assembly for Ion Beam ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ? Data Storage and Optical
Sputter Deposition with Multiple IBD/IBE products
Paddles Each Having Targets on
Both Sides
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