MASTER AGREEMENT BETWEEN SIPEX CORPORATION And HANGZHOU SILAN MICROELECTRONICS CO., LTD. And HANGZHOU SILAN INTEGRATED CIRCUIT CO., LTD. DATED AS OF FEBRUARY 27, 2006

Exhibit 10.1

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MASTER AGREEMENT

BETWEEN

SIPEX CORPORATION

And

HANGZHOU SILAN MICROELECTRONICS CO., LTD.

And

HANGZHOU SILAN INTEGRATED CIRCUIT CO., LTD.

DATED AS OF FEBRUARY 27, 2006

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TABLE OF CONTENTS

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Exhibit 1 Master List of Defined Terms
Exhibit A Production Equipment Sale Agreement
Exhibit B Process Technology Transfer and License Agreement
Exhibit C Wafer Supply Agreement
Exhibit D Product License Agreement

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SIPEX CORPORATION

This Master Agreement, including the Exhibits hereto (this "Agreement"), is entered into as of February 27, 2006 (the "Effective Date") by and between, on the one hand, Sipex Corporation, a Delaware corporation with its principal place of business at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, ▇.▇.▇. ("Sipex") and, on the other hand, Hangzhou Silan Microelectronics Co., Ltd., a China limited liability company with its principal place of business at ▇▇. ▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇'▇ ▇▇▇▇▇▇▇▇ of China: Postcode 310012 ("Silan Micro" or "Parent") and Hangzhou Silan Integrated Circuit Co., Ltd., a China limited liability company with its principal place of business at ▇▇. ▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇ (▇▇▇▇▇▇), ▇▇▇▇▇▇'▇ ▇▇▇▇▇▇▇▇ of China, Postcode: 310018 ("Silan IC", Parent and Silan IC are referred to collectively and individually as "Silan" (as the context requires) and together with Sipex, are referred to individually as a "Party" and collectively as the "Parties").

WHEREAS, Sipex is engaged in the business of designing, manufacturing and marketing high performance, analog integrated circuits that are used primarily by original equipment manufacturers operating in the computing, consumer electronics, communications and networking infrastructure markets;

WHEREAS, Silan is engaged in the business of designing, developing and manufacturing semiconductor products in China;

WHEREAS, Sipex wishes to cease its wafer fabrication operations at the Sipex Facility in the United States;

WHEREAS, Silan and Sipex have, simultaneously with the execution of this Agreement, executed that certain Process Technology Transfer and License Agreement (or "PTTLA") pursuant to which, among other things, Sipex will transfer the Sipex Process Technology to Silan resulting in Silan having a "copy exact" version, where possible, of the Sipex Process Technology qualified in the Silan Facility;

WHEREAS, pursuant to the PTTLA, Sipex will also grant to Silan a license to use the Sipex Process Technology to manufacture semiconductors in the Silan Facility;

WHEREAS, the Parties will work together to enable Silan to manufacture semiconductor wafers using the Sipex Process Technology, such collaboration to include, among other things,

technical cooperation, qualification of the Sipex Process Technology and wafer testing and introduction of new Sipex products using the Sipex Process Technology;

WHEREAS, the Parties expect that the transfer of the Sipex Process Technology will commence upon execution of this Agreement and expect to complete such transfer within one (1) year of the date of that certain Term Sheet entered into by and between Parties;

WHEREAS, Silan and Sipex have, simultaneously with the execution of this Agreement, executed that certain Production Equipment Sale Agreement pursuant to which Sipex will transfer the Production Equipment at the Sipex Facility to Silan. This transfer is expected to be delivered following the successful qualification of the Sipex Process Technology in the Silan Facility as evidenced by Silan successfully manufacturing and supplying semiconductors using the Sipex Process Technology;

WHEREAS, Silan and Sipex have, simultaneously with the execution of this Agreement, executed that certain Wafer Supply Agreement pursuant to which, among other things, Silan will manufacture and supply to Sipex semiconductor wafers based on Sipex Maskworks manufactured using the Sipex Process Technology;

WHEREAS, Sipex shall ▇▇▇▇▇ ▇▇▇▇▇ a license under Sipex's Intellectual Property Rights to manufacture certain semiconductor devices in the Silan Facility based on Sipex Maskworks and to sell such products in, and only for use in, Greater China;

WHEREAS, pursuant to and subject to the terms and conditions of the Wafer Supply Agreement, among other things, Sipex has agreed to minimum order commitments and Silan has agreed to minimum supply commitments; and

WHEREAS, the Parties intend in this Agreement, including the other Transaction Agreements and Exhibits hereto, to set forth the entire understanding and agreement between them regarding the Transaction.

NOW, THEREFORE, in consideration of the foregoing and the covenants and agreements set forth below, the Parties hereto agree as follows:

1.1   Definitions .

  For purposes of this Agreement, the following words, terms and phrases shall have the meanings assigned to them in this Article 1 unless specifically otherwise stated. Any initially capitalized words, terms and phrases not defined in this Agreement shall have the meaning ascribed thereto in the relevant Section of the other Transaction Agreements as set forth in the

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master list of defined terms attached hereto as Exhibit 1. Furthermore, any defined term herein shall have a constant meaning regardless of whether it is used in its singular or plural form.

1. "Action"

  means any claim, demand, action, suit, countersuit, arbitration, inquiry, proceeding or investigation including by or before any federal, state, local, foreign or international court, governmental authority or any arbitration or mediation tribunal.

2. "Affiliate"

  means, with respect to any Party, any Person that Controls, is Controlled by, or is under common Control with such Party. As used herein, "Control" (and its derivatives) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such entity, whether through ownership of voting securities or other interests, by contract or otherwise.

3. "Confidential Information"

 means information disclosed between the Parties under this Agreement and the other Transaction Agreements, either directly or indirectly, in writing, orally or by inspection of tangible objects (including without limitation documents, prototypes, samples, plant and equipment), to the extent such information constitutes "Confidential Information" under the terms of the Existing Non-Disclosure Agreement between the Parties, subject to Section 4.1 of this Agreement.

4. "China"

 means People's Republic of China.

5. "Disclosing Party"

  means the Party owning or disclosing the relevant Confidential Information, including any Subsidiary or affiliate or Representative of such Party or its Subsidiaries.

6. "Effective Time"

  means 12:00 pm Pacific time on the Effective Date hereof.

7. "Existing Non-Disclosure Agreement" means the Non-Disclosure Agreement between Sipex and Silan dated as of November 17, 2005.
8. "Governmental Approvals"

 means any notices, reports or other filings to be made, or any consents, registrations, approvals, permits or authorizations to be obtained from, any Governmental Authority.

9. "Governmental Authority"

 shall mean any federal, state, provincial, local, foreign or international court, government, department, commission, board, bureau, agency, official or other regulatory, administrative or governmental authority, including but not limited to the United States and China.

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10. "▇▇▇▇▇▇▇ ▇▇▇▇▇"

  shall mean mainland China, Hong Kong Special Administrative Region of the People's Republic of China, and Taiwan.

11. "Liabilities"

  means any actual liability (including, without limitation, environmental liabilities), damage, loss, obligation, demand, judgment, fine, penalty, cost or expense, including reasonable attorneys' fees and expenses, and the costs of investigation incurred in defending against or settling such liability, damage, loss, obligation, demand, judgment, fine, penalty, cost or expense or claim therefor and any amounts paid in settlement thereof imposed or, in the case of an expense, reasonably incurred.

12. "Parent"

  has the meaning assigned to such term in the preamble hereto.

13. "Person"

 shall be broadly interpreted to include, without limitation, an individual, a partnership, a corporation, a limited liability company, an association, a joint stock company, a trust, a joint venture, an unincorporated organization and a governmental entity or any department, agency or political subdivision thereof.

14. "Process Technology Transfer and License Agreement" or "PTTLA"

means that certain Process Technology Transfer and License Agreement by and between Sipex and Silan, of an even date herewith, as attached hereto as Exhibit B.

15. "Product License Agreement"

 means that certain Product License Agreement by and between Sipex and Silan, of an even date herewith, as attached hereto as Exhibit D.

16. "Production Equipment" has the meaning ascribed to such term in the Production Equipment Sale Agreement.
17. "Production Equipment Sale Agreement" means that certain Production Equipment Sale Agreement by and between Sipex and Silan, of an even date herewith, as attached hereto as Exhibit A.
18. "Receiving Party"

 means the recipient of the relevant Confidential Information, including any Subsidiary or Affiliate or Representative of such Party or its Subsidiaries.

19. "Silan Facility"

  means Silan's facility located at ▇▇. ▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇ (▇▇▇▇▇▇), ▇▇▇▇▇▇'▇ ▇▇▇▇▇▇▇▇ of China, Postcode: 310018.

20. "Silan Indemnitees"

  means Silan and each Subsidiary of Silan at the Effective Time and each Person that becomes a Subsidiary of Silan after the Effective Time, but only for so long as such Subsidiary remains a Subsidiary of Silan.

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21. "Silan Operational Failure" means Silan's failure to (i) achieve any Process Qualification in accordance with the PTTLA, (ii) supply conforming Finished Sipex Products in accordance with the Wafer Supply Agreement, or (iii) properly install and operate the Production Equipment in the Silan Facility; provided such failure is not due to any uncured material failure of Sipex under this Agreement or any of the other Transaction Agreements.
22. "Silan Products"

  shall have the meaning ascribed to it in the PTTLA.

23. "Sipex Facility"

  means Sipex's offices and wafer fabrication plant located at Milpitas, California, USA.

24. "Sipex Indemnitees"

 means Sipex and each Subsidiary of Sipex at the Effective Time and each Person that becomes a Subsidiary of Sipex after the Effective Time, but only for so long as such Subsidiary remains a Subsidiary of Sipex.

25. "Sipex Maskworks"

  has the meaning ascribed to it in the Wafer Supply Agreement.

26. "Sipex Process Technology"

 has the meaning ascribed to it in the PTTLA.

27. "Sipex Products"

  has the meaning ascribed to it in the Wafer Supply Agreement.

54. "Subsidiary"

  means with respect to any Person, any other Person under the Control (as defined in Section (b)) of such Person.

81. "Technology"

  has the meaning ascribed to it in the PTTLA.

108. "Term"

 means with respect to (i) this Agreement, the period of time set forth in Section 7.1; (ii) the PTTLA, the period of time set forth in Article 7 thereof; (iii) the Product License Agreement, the period of time set forth in Article 6 thereof; and (iv) the Wafer Supply Agreement, the period of time set forth in Article 14 thereof.

135. "Transaction"

 means the collective transactions contemplated by this Agreement and the other Transaction Agreements.

162. "Transaction Agreements"

 means, as context requires each or any of (1) this Agreement; (2) the PTTLA; (3) the Production Equipment Sale Agreement; (4) the Wafer Supply Agreement; and (5) the Product License Agreement.

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189. "Wafer Supply Agreement"

 means that certain Wafer Supply Agreement by and between Sipex and Silan, of an even date herewith, as attached hereto as Exhibit C.

1.2   Interpretation .

  The headings contained in this Agreement, any other Transaction Agreement in any Exhibit or Schedule hereto or thereto are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement or any of the other Transaction Agreements. Any capitalized term used in any Exhibit or Schedule but not otherwise defined therein, shall have the meaning assigned to such term in this Agreement. When a reference is made in this Agreement or in any of the other Transaction Agreements to an Article or a Section, Exhibit or Schedule, such reference shall be to an Article or Section of, or an Exhibit or Schedule to, this Agreement or any of the other Transaction Agreements unless otherwise indicated. This Agreement and the other Transaction Agreements were the products of extensive drafting, review, negotiation and acceptable by and among the Parties. Each of the Parties was represented by counsel or had the opportunity to seek counsel in the course of negotiations. Accordingly, the Parties agree that there shall be no presumption against any Party with regard to any ambiguity or uncertainty in the Agreement or the other Transaction Agreements, and no Party shall be deemed to be the draftsman of such agreements. All references to times and days are based on Pacific Standard Time, California, United States of America.

2.1   Documents to Be Delivered by Silan.

1. At the Effective Time, Silan will deliver, or will cause to be delivered, to Sipex the following items and agreements:

1. A duly executed PTTLA;
2. A duly executed Production Equipment Sale Agreement;
3. A duly executed Product License Agreement;
4. A duly executed Wafer Supply Agreement; and
5. Such other agreements, documents or instruments as the Parties may agree are necessary or desirable in order to achieve the purposes hereof.

2. Within ten (10) days of the Effective Time, Silan will deliver to Sipex a letter from the bank that Silan intends to obtain the letter of credit required under Article 6 the Production

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   Equipment Sale Agreement, evidencing that such bank will issue such letter of credit in the time and amount required under the Production Equipment Sale Agreement.

2.2   Documents to Be Delivered by Sipex .

  At the Effective Time, Sipex will deliver, or will cause to be delivered, to Silan the following items and agreements:

1. A duly executed PTTLA;
2. A duly executed Production Equipment Sale Agreement;
3. A duly executed Product License Agreement;
4. A duly executed Wafer Supply Agreement; and
5. Such other agreements, documents or instruments as the Parties may agree are necessary or desirable in order to achieve the purposes hereof.

3.1   Export and Import Controls .

1. Compliance with United States Export Controls. Subject to Silan providing Sipex with all necessary information regarding Silan and otherwise complying with its obligations under this Article 3, Sipex shall comply with all applicable United States export control laws, and shall be responsible for obtaining all export and other licenses related to the initial export of any Sipex Products, Production Equipment or other Technology (regardless of the form in which it is provided, including software), that Sipex provides to Silan under the Transaction Agreements for export from the United States to China.
2. Compliance with Chinese Import Controls. Subject to Sipex providing Silan with all necessary information regarding Sipex and otherwise complying with its obligations under this Article 3, Silan shall comply with all applicable Chinese import control laws, and shall be responsible for obtaining all import and other licenses related to the initial import of any Sipex Products, Production Equipment or other Technology (regardless of the form in which it is provided, including software), that Sipex provides to Silan for import to China from the United States.
3. Compliance. Subject to Sections 3.1(a) and 3.1(b), each Party shall comply with applicable United States, Chinese and other export and import control laws, and shall be responsible for obtaining all export, import and other licenses related to the export, re-export or import of Sipex Products, Silan Products, Production Equipment or other Technology (regardless of

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   the form in which it is provided), including software in connection with the performance of obligations or exercise of rights under the Transaction Agreements.

3.2   Further Assurances .

  At the request of the other Party, and without further consideration, each of Sipex and Silan will, and will cause its Affiliates to, do and perform such other acts and things as may be necessary or desirable for effecting completely the consummation of the transactions contemplated in this Agreement and the other Transaction Agreements. Neither Party shall be obligated, in connection with the foregoing, to expend money other than reasonable out-of-pocket expenses, attorneys' fees and recording or similar fees which shall be reimbursed by the requesting Party upon receipt of an invoice therefor.

3.3   Agreement for Exchange of Information .

  Other than in circumstances in which indemnification is sought pursuant to Article 6 (in which event the provisions of such Article will govern), each of Sipex and Silan agree to provide, or cause to be provided, to each other as soon as reasonably practicable after written request therefor, any specific and identified information in the possession or under the control of such Party and not already in the possession or control of the other Party that the requesting Party reasonably needs (i) to comply with reporting, disclosure, filing or other requirements imposed on the requesting Party (including under applicable securities laws) by a Governmental Authority having jurisdiction over the requesting Party, (ii) for use in any other judicial, regulatory, administrative or other proceeding or in order to satisfy audit, accounting, claims, regulatory, litigation or other similar requirements or (iii) to comply with its obligations under this Agreement or any other Transaction Agreement, including obligations to comply with applicable United States, Chinese and other export and import control laws, and to obtain export, import and other licenses related to the export, re-export or import of Sipex Products, Licensed Products, Silan Products, Production Equipment or other Technology (regardless of the form in which it is provided); provided, however, that in the event that any Party determines that any such provision of information could be commercially detrimental, violate any law or agreement, or waive any attorney-client privilege, the Parties shall take all reasonable measures to permit the compliance with such obligations in a manner that avoids any such harm or consequence.

3.4   Remedial Measures .

  Silan understands and agrees that Sipex is entering into the Transaction based on representations, warranties and other assurances made to Sipex of the capabilities of Silan, the Silan Facilities and Silan personnel to achieve Process Qualification for each Process in accordance with the PTTLA and to deliver conforming Finished Sipex Products in accordance with the Wafer Supply Agreement. Silan further understands and agrees that its failure to do so will severely disrupt Sipex's business operations and will cause Sipex to suffer significant damages and expenses. If a Silan Operational Failure occurs, or if Sipex reasonably believes that a Silan Operational Failure is likely to occur, Silan shall permit Sipex engineers and other relevant personnel to reasonably access and to enter the Silan Facilities to perform those tasks reasonably required to remedy or avoid the relevant Silan Operational Failure ("Remedial Measures"). Silan

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further agrees to direct its personnel to follow the instructions of, and to provide all reasonable materials, information and assistance to, such Sipex personnel as reasonably necessary to undertake such Remedial Measures. Sipex and Silan shall each bear their respective costs and expenses incurred in connection with any such Remedial Measures in accordance with the principles of this Agreement and the other Transaction Agreements. Silan will indemnify Sipex in accordance with Article 6 of this Master Agreement for any and all Liabilities that Sipex may suffer or incur based on Silan's failure to permit and assist Sipex in performing any Remedial Measures as set forth herein.

4.1   Non-Use and Non-Disclosure .

  The Parties hereby incorporate by reference the terms of the Existing Non-Disclosure Agreement executed between the Parties; provided that with respect to information disclosed between the Parties under this Agreement and the other Transaction Agreements, the Existing Non-Disclosure Agreement is hereby amended (i) to have its term of disclosure extended, as necessary, to the Term of this Agreement; (ii) to extend the purposes for which each Party may use Confidential Information of the other Party to also include that which is necessary to carry out the purposes of this Agreement and the other Transaction Agreements, and (iii) to extend the Confidential Information of Sipex to also include all Sipex Process Technology and other Technology delivered or disclosed by Sipex under the Transaction Agreements, whether or not marked or identified as such. Further, to the extent the use or disclosure of any information is subject to a license under any Transaction Agreement such information shall be governed by the terms of such license regardless of whether such information is also Confidential Information.

4.2   Marking of Requirements .

  To implement the covenants and obligations of the Parties pursuant to this Article 4, each of the Parties shall comply with terms of this Section 4.2. Silan shall cause all Sipex Process Technology delivered or disclosed under the Transaction Agreements by Sipex, or created by Silan and relating to or reflecting such Sipex Process Technology, including, but not limited to Sipex Maskworks, sketches, drawings, reports, memoranda, blueprints, photographs, recording media and notes, and all copies, reproductions, reprints and translations thereof, to be plainly marked to indicate the secret and confidential nature thereof and to prevent unauthorized access thereto and unauthorized use or reproduction thereof. Sipex shall cause Technology Improvements delivered to Sipex and all copies, reproductions, reprints and translations thereof, to be plainly marked to indicate the secret and confidential nature thereof and to prevent unauthorized access thereto and unauthorized use or reproduction thereof.

4.3   Right of Inspection, Audit and Recommendation .

  At any time upon Sipex's written request and reasonable notice, Silan shall permit representatives of Sipex to inspect the Silan Facility and to review and audit the rules and procedures established by Silan as required by Section 4.2 above for purposes of determining the sufficiency of such rules and procedures and their

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implementation. Furthermore, Sipex shall have the right to make recommendations on behalf of itself, not inconsistent with Sipex practices in like Sipex facilities, to Silan for complying with Silan's obligations set forth in this Agreement. Silan shall implement all such reasonable recommendations within a reasonable time after written request by Sipex. Anything to the contrary in this Article 4 notwithstanding, each and every personnel of Sipex who shall be sent to the Silan plants or offices pursuant to this Section 4.3 shall execute a nondisclosure agreement containing reasonable terms as a condition precedent to admission or access to such plant. All of such personnel shall fully abide by all of the plant rules and regulations of Silan or Silan Affiliates.

4.4   Return of Materials .

  Upon the termination of this Agreement, or any other Transaction Agreement, the Receiving Party shall (i) either return or destroy all of the Disclosing Party's Confidential Information that such Party may have in its possession or control by virtue of such agreement and (ii) furnish the other Party with a certificate signed by an executive of the Receiving Party verifying that the same has been done. The foregoing requirement shall not apply to any Confidential Information of Silan included in or embodied in any Process Technology Improvements (as such term is defined in Section 4 of the Process Technology Transfer and License Agreement) or any Technology Improvements (as such term is defined in Section 3.8 of the Product License Agreement), in each case, that are licensed to Sipex under such Transaction Documents on the Effective Date of termination of this Agreement.

4.5   Required Disclosure .

  A Receiving Party shall not be deemed in breach of this Article 4 for disclosing any Confidential Information of the Disclosing Party as required by law, provided that the Receiving Party gives the Disclosing Party prompt written notice of such requirement prior to such disclosure and assistance in obtaining an order protecting the information from public disclosure. In no event shall any such required disclosure relieve the relevant Party of the requirements of this Article 4 with respect to such disclosed Confidential Information and the Receiving Party shall continue to treat such disclosed Confidential Information in accordance with the terms and conditions of this Article.

4.6   No Restriction on Disclosing Party .

  Nothing in this Agreement shall restrict the Disclosing Party from using, disclosing, or disseminating its own Confidential Information in any way.

4.7   Third-Party Restrictions .

  Nothing in the Agreement supersedes any restriction imposed by third parties on their Confidential Information, and there is no obligation on the Disclosing Party to conform third party agreements to the terms of this Agreement.

4.8   Confidentiality of Transaction Agreements .

  Except as provided in Section 4.9, the Parties hereto shall keep the terms and existence of this Agreement and the identities of the Parties hereto confidential and shall not now or hereafter divulge any of this information to any third party or make any public or private announcement relating to the Transaction Agreements except: (a) with

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the prior written consent of the other party, such consent shall not be unreasonably withheld; (b) in connection with the requirements of a public offering or securities filing; (c) as otherwise required by law; (d) in confidence to financial advisors in their capacity of advising a party in such matters; (e) in confidence to legal counsel; (f) in confidence to accountants, banks, potential acquirors and financing sources and their advisors in connection with any financial or corporate transaction, including but not limited to any initial public offering, financing, investment, asset or stock sale, merger, reorganization or similar undertaking; (g) in confidence in connection with the enforcement of this Agreement or rights under this Agreement; and (h) in confidence to a customer for a party's products to the extent required for the sale of such products.

4.9   Press Release .

  The Parties agree to issue a mutually acceptable press release regarding this Master Agreement and the Transaction contemplated hereby within thirty (30) days of the Effective Date (or earlier as mutually agreed).

4.10   Remedies .

  The Parties agree that unauthorized use or disclosure of a Party's Confidential Information or failure to adequately protect a Party's Technology or Intellectual Property Rights will diminish the value of such Confidential Information or Technology, and such Party's Intellectual Property Rights and that monetary damages alone will not provide an adequate remedy. Therefore, if a Party breaches (or a Party has reason to believe that the other Party may be about to breach) any of its related obligations hereunder, the relevant Party shall be entitled to immediate equitable relief to protect its Confidential Information, Technology and Intellectual Property Rights, including but not limited to injunctive relief, as well as monetary damages.

5.1   By Sipex .

  Sipex represents and warrants that:

1. Sipex has the right to enter this Agreement;
2. Sipex is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware;
3. Sipex has the power and authority, corporate and otherwise, to execute and deliver the Transaction Agreements and to perform its obligations under the Transaction Agreements;
4. Sipex has by all necessary corporate action duly and validly authorized the execution and delivery of the Transaction Agreements and the performance of its obligations under the Transaction Agreements;

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5. Sipex is not a government owned or controlled entity;
6. Sipex is not a Subsidiary of any other Person;
7. the execution, delivery and performance by Sipex of this Agreement and the other Transaction Agreements does not and will not conflict with, violate or result in the breach of: (i) the articles or certificate of incorporation or by-laws of Sipex, (ii) any existing law, ordinance, or governmental rule or regulation to which Sipex is subject, (iii) any judgment, order, writ, injunction, decree or award of any Governmental Authority which is applicable to Sipex, or (iv) any mortgage, indenture, agreement, contract, commitment, lease, plan, authorization, or other instrument, document or understanding, oral or written, to which Sipex is a party; and
8. this Agreement and each other Transaction Agreement is a legal, valid and binding obligation, enforceable against it in accordance with its terms subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors' rights generally and general equity principles.

5.2   By Silan .

  Silan IC and Parent represent and warrant that:

1. Silan IC and Parent each have the right to enter this Agreement;
2. Each of Silan IC and Parent is a corporation duly organized, validly existing, and in good standing under the laws of China;
3. Silan IC and Parent each has the power and authority, corporate and otherwise, to execute and deliver the Transaction Agreements and to perform its obligations under the Transaction Agreements;
4. Silan IC and Parent each has by all necessary corporate action duly and validly authorized the execution and delivery of the Transaction Agreements and the performance of its obligations under the Transaction Agreements;
5. Neither Silan IC nor Parent is a government owned or controlled entity;
6. Silan IC is a wholly-owned Subsidiary of Parent;
7. the execution, delivery and performance by Silan of this Agreement and the other Transaction Agreements does not and will not conflict with, violate or result in the breach of: (i) the articles or certificate of incorporation or by-laws of either Silan IC or Parent, (ii) any existing law, ordinance, or governmental rule or regulation to which either Silan IC or Parent is subject, (iii) any judgment, order, writ, injunction, decree or award of any Governmental Authority which is

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   applicable to either Silan IC or Parent, or (iv) any mortgage, indenture, agreement, contract, commitment, lease, plan, authorization, or other instrument, document or understanding, oral or written, to which either Silan IC or Parent is a party; and

8. this Agreement and each other Transaction Agreement is a legal, valid and binding obligation, enforceable against Silan IC and Parent in accordance with its terms subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors' rights generally and general equity principles.

6.1   Indemnification by Silan .

  Silan shall indemnify and hold harmless the Sipex Indemnitees from and against any and all Liabilities that relate to, arise out of or result from any of the following items (without duplication):

1. any breach by Silan of its representations and warranties under the Transaction Agreements; and
2. any matters for which Silan is expressly obligated to indemnify any Sipex Indemnitees under any Transaction Agreements.

6.2   Indemnification by Sipex .

  Sipex shall indemnify and hold harmless the Silan Indemnitees from and against any and all Liabilities that relate to, arise out of or result from any of the following items (without duplication):

1. any breach by Sipex of its representations and warranties under the Transaction Agreements; and
2. any matters for which Sipex is expressly obligated to indemnify any Silan Indemnitees under any Transaction Agreements.

6.3   Procedures for Defense, Settlement and Indemnification of Third Party Claims .

1. A Party entitled to indemnification pursuant to this Article 6 (the "Indemnified Party") in connection with an Action initiated by a third party (any such claim or Action, a "Third Party Claim"), shall notify the Party obligated to indemnify it (the "Indemnifying Party") in writing, and in reasonable detail, of that Third Party Claim as soon as practicable after receipt of notice of that Third Party Claim, except that any failure to give any such notification shall not affect the Indemnifying Party's obligation to indemnify the Indemnified Party except to the

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   extent the Indemnifying Party's ability to provide indemnification is prejudiced as a result of that failure.

2. The Indemnifying Party may participate in the defense of the Third Party Claim and, if it so chooses, assume at its expense the defense of that Third Party Claim with counsel of its choice; provided that such counsel must be reasonably satisfactory to the Indemnified Party. If the Indemnifying Party assumes the defense of any Third Party Claim, the Indemnified Party shall also be entitled to participate in the defense of the Third Party Claim and to employ counsel, at its own expense (subject to the foregoing sentence), separate from counsel employed by the Indemnifying Party, it being understood that the Indemnifying Party shall be entitled to control that defense except as stated herein. The Indemnifying Party shall be liable for the fees and expenses of counsel employed by the Indemnified Party for any period during which the Indemnifying Party did not assume the defense of any Third Party Claim or as stated herein.
3. If the Indemnifying Party chooses to defend or prosecute a Third Party Claim, the Parties shall cooperate in the defense or prosecution of that Third Party Claim, including by retaining and providing to the Indemnifying Party records and information reasonably relevant to that Third Party Claim, and making employees available on a reasonably convenient basis.
4. In the event that a matter arises that would give rise to a claim of indemnification both by Silan against Sipex and by Sipex against Silan, then, to the extent of such overlapping claim of indemnification, Silan's obligation to indemnify Sipex shall prevail and Sipex shall not have the obligation to indemnify Silan (but only to the extent of such overlapping claim).

6.4   Additional Matters .

1. Rights Cumulative. The remedies provided in this Article 6 shall be cumulative and shall not preclude assertion by any Indemnitee of any other rights or the seeking of any and all other remedies against any Indemnifying Party.
2. Indemnification Payments. Indemnification required by this Article 6 shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as and when bills are received or loss, liability, claim, damage or expense is incurred.

6.5   No Representation or Warranty .

1. Except as otherwise explicitly set forth in any Transaction Agreement, Sipex does not make any representation as to, warranty of or covenant with respect to:

1. the value of any asset or thing of value to be transferred to Silan;

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2. the freedom from encumbrance of any asset or thing of value to be transferred to Silan; or
3. the legal sufficiency of any assignment, document or instrument delivered hereunder to convey title to any asset or thing of value upon its execution, deliver and filing.

2. Except as may expressly be set forth in any Transaction Agreement, all assets and rights to be transferred or licensed to Silan shall be transferred or licensed, as the case may be, "AS IS, WHERE IS" and without warranty of any kind. Except as may expressly be set forth in any Transaction Agreement, Silan shall bear the economic and legal risk that any conveyance shall prove to be insufficient to vest in Silan good and marketable title, free and clear of any lien, claim, equity or other encumbrance.

6.6   Warranty Disclaimer and Limitation of Liability .

1. EXCEPT FOR ANY WARRANTIES EXPLICITLY SET FORTH HEREIN OR IN ANY OF THE OTHER TRANSACTION AGREEMENTS, SIPEX AND SILAN DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, STATUTORY, OR IMPLIED, FOR ANY TECHNOLOGY, TECHNICAL INFORMATION, OR ANY OTHER INFORMATION OR MATERIALS, OR ANY PART THEREOF, PROVIDED HEREUNDER, INCLUDING BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. EXCEPT FOR ANY WARRANTIES EXPLICITLY SET FORTH HEREIN OR IN ANY OF THE OTHER TRANSACTION AGREEMENTS, SIPEX AND SILAN EXPRESSLY DISCLAIM ANY WARRANTY THAT THE OTHER PARTY'S USE OF TECHNOLOGY WILL NOT INFRINGE ANY THIRD PARTY'S INTELLECTUAL PROPERTY RIGHTS. NEITHER SIPEX NOR SILAN AUTHORIZE ANY PERSON TO ASSUME FOR EITHER OF THEM ANY LIABILITIES IN CONNECTION WITH THIS AGREEMENT.
2. THE LIMITATIONS ON LIABILITY SET FORTH IN THESE SECTIONS 6.6 (c)-(e) SHALL (I) APPLY ONLY TO THOSE MATTERS FOR WHICH A LIMITATION OF LIABILITY IS NOT OTHERWISE EXPRESSLY PROVIDED FOR UNDER THIS AGREEMENT OR ANY OTHER TRANSACTION AGREEMENT AND (II) NOT APPLY TO SILAN'S OR SIPEX'S INDEMNITY OBLIGATIONS UNDER THIS AGREEMENT OR ANY OF THE OTHER TRANSACTION AGREEMENTS OR TO SILAN'S OR SIPEX'S MATERIAL BREACH OF Article 4.
3. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, WHETHER BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, OR OTHERWISE. THE FOREGOING LIMITATIONS SHALL APPLY

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   REGARDLESS OF WHETHER THE PARTY AGAINST WHOM LIABILITY IS ASSERTED HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

4. THE TOTAL AGGREGATE LIABILITY OF SILAN ARISING OUT OF OR RELATING TO THE PRODUCTION EQUIPMENT SALE AGREEMENT SHALL BE AMOUNTS PAID OR PAYABLE TO SIPEX UNDER SUCH AGREEMENT.
5. THE TOTAL AGGREGATE LIABILITY OF SIPEX ARISING OUT OF OR RELATING TO (I) THE PRODUCTION EQUIPMENT SALE AGREEMENT SHALL BE AMOUNTS PAID BY SILAN UNDER SUCH AGREEMENT; (II) THE PTTLA SHALL BE AMOUNTS PAID OR PAYABLE BY SILAN THEREUNDER; (III) THE PRODUCT LICENSE AGREEMENT SHALL BE AMOUNTS PAID TO SIPEX THEREUNDER WITH RESPECT TO THE PRODUCT THAT GIVES RISE TO SUCH LIABILITY; AND (IV), THE WAFER SUPPLY AGREEMENT, THE AMOUNTS PAID OR PAYABLE TO SILAN THEREUNDER WITH RESPECT TO THE PRODUCT THAT GIVES RISE TO SUCH LIABILITY.

6.7   Survival of Indemnities .

  The rights and obligations of the Sipex Indemnitors and the Silan Indemnitors under this Article 6 shall survive the sale or other transfer by any Party of any assets or businesses or the assignment by it of any Liabilities or the sale by any Sipex Indemnitor or Silan Indemnitor of the capital stock or other equity interests of any Subsidiary or Affiliated Company to any Person.

7.1   Term .

  The term of this Agreement (the "Term") shall commence at the Effective Time and shall continue, unless earlier terminated under this Article 7, until the expiration or termination of the last of the other Transaction Agreements to terminate or expire. The Term of each Transaction Agreement shall be a set forth therein.

7.2   Termination of Agreement .

  Without limiting the termination rights otherwise provided in the other Transaction Agreements with respect to such other Transaction Agreements, where the following grants to a Party the right to terminate this Agreement or any of the Transaction Agreements, such Party may exercise such right by furnishing the other Party written notice to that effect, and such termination shall take effect upon the other Party's receipt thereof, subject to any cure or transition period that may otherwise apply hereunder.

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1. Termination of Wafer Supply Agreement or PTTLA. This Agreement and the other Transaction Agreements shall immediately and automatically terminate upon the termination, but not the expiration of, the Wafer Supply Agreement or the PTTLA.
2. Mutual Agreement of the Parties. The Parties may agree in writing to terminate this Agreement or any other Transaction Agreement, as the case may be; or
3. An Uncured Material Breach. Subject to the terms of this Section 7.2(c), a Party may terminate this Agreement or any other Transaction Agreement in the event of a material breach by the other Party as set forth in this Section 7.2(c); provided that where the other Party's material breach is solely of one of the other Transaction Agreements, this Section 7.2(c) only provides the non-breaching party the right to terminate the Transaction Agreement so breached.

1. If either Party (the "Breaching Party") shall at any time materially breach this Agreement or any other Transaction Agreement, without any material causative fault on the part of the other Party (the "Non-Breaching Party"), the Non-Breaching Party may advise of its intention to terminate this Agreement or any other Transaction Agreement, as applicable, by providing formal written notice of breach to the Breaching Party specifying the breach. Notice for purposes of the foregoing that is provided other than in strict accordance with Section 9.5 will not be effective.
2. Notwithstanding the foregoing, this Agreement or the applicable other Transaction Agreements will not be terminated under this Section 7.2(c) if (A) the breach specified in the notice is remedied within the sixty (60) day period following receipt of the notice by the Breaching Party, or (B) if the breach reasonably requires more than sixty (60) days to correct, the Breaching Party has, within thirty (30) days from receipt of the notice of breach, begun substantial corrective action to cure the breach and submitted a written remediation plan to the Non-Breaching Party's Program Coordinator providing a detailed explanation of the steps to be taken to cure the breach as quickly as practicable, the Breaching Party diligently pursues such corrective action, and such breach is actually cured within ninety (90) days following receipt of the notice of breach.
3. If any breach is not cured within the time permitted in Section 7.2(c)(ii) above, the Non Breaching Party shall have the right to issue a notice of termination of this Agreement or the applicable other Transaction Agreement within ninety (90) days of the expiration of the foregoing cure period by giving written notice thereof to the Breaching Party. The Party receiving notice shall have the right to cure any such breach up to the date of termination.
4. Notwithstanding the foregoing, where a Party alleged to be in breach disputes the breach, neither this Agreement nor any other Transaction Agreement may be terminated under this Section 7.2(c) unless and until the existence of the breach is determined in accordance

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   with Article 8, and the Breaching Party is given the opportunity to cure the breach as set forth in this Section 7.2(c) following such determination.

4. Change in Control, Liquidation, Bankruptcy, etc. Upon the change in control of a Party or its parent company, the other Party may terminate this Agreement or any other Transaction Agreement. For the purposes of the foregoing a "change of control" of a Party shall mean the sale of more than fifty percent of the stock of a Party in a single transaction or a series of related transactions, the merger of a Party with another entity where the Party is not the surviving entity or a sale of all or substantially all of the assets of a Party to which this Agreement or any other Transaction Agreement relates. Either Party may terminate this Agreement or any other Transaction Agreement upon the liquidation, bankruptcy, receivership, custodianship or dissolution of the other Party (whether voluntarily or involuntarily).
5. Adverse Government Intervention. At any time during the Term, should any Governmental Authority take any action or inaction adverse to any Party, including, but not limited to any refusal to grant the benefits of any foreign capital inducement law in China or any other necessary government approval, or make recommendations to the Parties or any of them requiring directly or indirectly, formally or informally, alteration or modification of any term or condition of this Agreement or any other Transaction Agreement, in a manner that is material and adverse to one Party, within sixty (60) days from said action, inaction or recommendation of the Governmental Authority, the Parties hereto shall enter into good faith negotiations with the objective of restructuring the relationship between the Parties hereto in a manner such that the adverse effect of said alteration or modification of this Agreement and/or any other Transaction Agreement, as applicable, will be minimized. If the Parties cannot reach an acceptable modification to such agreements within three (3) months from the date of such written request, or within such longer period of time as mutually agreed upon, either Party shall have the right to terminate this Agreement or any other Transaction Agreement by giving written notice to that effect to the other Party. It is expressly understood and agreed by the Parties hereto that in the event of such termination, neither Party will incur any liability to the other Party for any alleged default or breach in the performance of this Agreement or any other Transaction Agreement arising from the exercise of the right herein provided to terminate this Agreement or any other Transaction Agreement as the case may be unless it can be established by a Party that the other Party acted in conjunction with said Governmental Authority to bring about the intended result. Except as provided in the previous sentence, compliance by either Party with this Section 7.2(e), shall not be deemed a breach under any provision of this Agreement or any other Transaction Agreement. In event of a conflict between this Section 7.2(e) and Section 9.2, this Section 7.2(e) shall prevail.

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7.3   Effect of Termination .

1. Termination of this Agreement for any reason shall not release either Party from any liability accruing as of or before such termination.
2. The following provisions of this Agreement shall survive any termination of this Agreement: Sections 3.1(c) and 7.3, and Article 4 and Article 9. The representations and warranties of the Parties set forth in Article 5 of this Agreement shall survive until the two (2)-year anniversary of any termination of this Agreement; provided, however, that if written notice of a claim of breach of any such representations or warranties is given to a Party prior to the expiration of such two (2)-year period, the relevant representations and warranties shall survive as to such claim. The indemnification obligations of the Parties set forth in Article 6 shall survive any termination of this Agreement; provided that with respect to claims of indemnification that arise solely out of this Agreement (and not any of the other Transaction Agreements as incorporated by reference in Article 6), the indemnification obligations of the Parties set forth in Article 6 shall survive only until the two (2)-year anniversary of the termination of this Agreement; provided further, however, that if written notice of a claim for indemnification is given prior to the expiration of such two (2)-year period, the relevant indemnification obligation shall survive as to such claim.
3. Subject to the foregoing provisions of this Section 7.3, the rights and obligations under each of the other Transaction Agreements that survive termination of such other Transaction Agreements shall be solely as set forth therein.

It is the intent of the Parties that any breach of this Agreement or any other Transaction Agreement be resolved in an amicable manner, to the fullest extent possible, and that any such resolution be reasonable in light of the rights and obligations of the Parties. If any breach should arise which cannot be resolved by the personnel of each Party directly involved, the following procedures of this Article 8 shall apply in each of the circumstances described below.

8.1   Conciliation Process .

  If a Party alleges breach of this Agreement or another Transaction Agreement by the other Party, and the other Party disputes the breach, then the Party alleged to be in breach has the right to demand the following meetings:

1. Upon fourteen (14) calendar days' notice, a meeting of the Program Coordinators for the purposes of, among other things:

1. assessing the good faith basis for the claimed breach;

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2. defining, assessing and prioritizing the alternatives reasonably available to cure such breach or to correct the circumstances or situations that gave rise to such breach so as to make its reoccurrence unlikely; and
3. adopting by unanimous vote, one or more curative or corrective courses of action.

2. If, after meeting in accordance with Section 8.1(a) the Program Coordinators are unable to resolve the breach, a meeting of an advisory committee consisting of the VP of Silan and the VP of Operations of Sipex, one of each from Sipex and Silan for further attempts at resolution, upon fourteen (14) calendar days' notice.
3. If, after meeting in accordance with Section 8.1(b), such advisory committee is unable to resolve the dispute, a meeting of the respective Chief Executive Officer of each of Sipex and Silan for the purpose of attempting to resolve the breach, upon fourteen calendar days' notice.

8.2   Arbitration .

  Except as otherwise set forth under Section 8.1, any and all disputes regarding this Agreement and the other Transaction Agreements shall be submitted to binding arbitration before the China International Economic and Trade Arbitration Commission, Shanghai Commission, in Shanghai, China. All documents and evidence submitted for any arbitration pursuant to this Agreement and/or the other Transaction Agreements must be in the English language or submitted with an English translation. Notwithstanding this Section 8.2, either Party may at any time apply to a court of competent jurisdiction for relief in the form of a temporary restraining order, preliminary injunction, or other provisional remedy pending final determination of a claim through arbitration in accordance with this Section 8.2.

8.3   Remedies .

  Subject to Sections 8.1 and 8.2, upon the failure to cure a material breach by either Party of any provision of this Agreement or any other Transaction Agreement, the Non-Breaching Party shall have the right to pursue all available remedies at law or in equity that it may elect, including but not limited to specific performance or injunctive relief, in order to obtain the benefits which have been provided pursuant to this Agreement and the other Transaction Agreements, or to obtain adequate recourse or compensation in the event the same are not so provided.

9.1   Stamp Duties .

  To the extent that any stamp taxes, duties or similar fees are due in connection with any Governmental Approvals required from any Governmental Authorities in China with respect to any of the Transaction Agreements ("Stamp Duties"), the Party who is required by the relevant Governmental Authority to pay such Stamp Duties shall pay any and all such Stamp

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Duties. To the extent either Party pays an amount in excess of two hundred and fifty United States Dollars (US$250.00) in Stamp Duties on any individual Transaction Agreement ("Excess Stamp Duties") (except for the Production Equipment Sale Agreement, for which Silan shall be solely liable), the other Party shall reimburse such Party fifty percent (50%) of such Excess Stamp Duties.

9.2   Force Majeure .

1. Performance. Should either Party be prevented from performing its contractual obligations under this Agreement or any other Transaction Agreement due to the cause or causes of force majeure such as new acts of war or aggression (declared or undeclared), fire, storm, flood, typhoon or other severe weather conditions, earthquake, strike, student unrest, legal restraints, government or like interference, judicial action, accidental damage to equipment, as well as any other cause outside the control of that Party, that Party shall not be liable to the other Party for any delay or failure of performance caused by any of the above events. "Force majeure" shall include (i) the failure to obtain such license(s) and other approvals, including export licenses, as are required by United States law or other applicable law for the equipment, software, technology and Products to be provided pursuant to the terms of this Agreement or any other Transaction Agreement, except where such failure is due to Party's breach of this Agreement or any other Transaction Agreement and (ii) the failure of Silan or its suppliers of electrical power or water to have adequate supplies of electrical power or water as a result of a generally applicable Chinese Government or local government action or law that is not specially directed at Silan or as a result of a fault of Silan.
2. Notice. In addition to providing notice in the manner set out in Section 9.5, the Party affected by force majeure shall notify the other Party of the occurrence of any of the events set out in Section 9.2 in writing by cable, telex, facsimile, or electronic mail within the shortest possible time.
3. Delay. Should the delay caused by any of the above events continue for more than ninety (90) days, the Parties shall settle the problem of further performance of the Agreement or any other Transaction Agreement through friendly negotiations as soon as possible with the objective of restructuring the relationship among them such that the effects of such delay are minimized. If the Parties cannot agree on a mutually acceptable solution within six (6) months of any Party's request for such negotiations either Party may terminate this Agreement and/or any other Transaction Agreement by prior written notice to the other Party.

9.3   Entire Agreement .

  This Agreement, the other Transaction Agreements and the Exhibits and Schedules referenced or attached hereto and thereto, constitute the entire agreement between the Parties with respect to the subject matter hereof and thereof and shall supersede all prior written and oral and all contemporaneous oral agreements and understandings with respect to the subject matter hereof and thereof.

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9.4   Governing Law .

  This Agreement and each of the other Transaction Agreements shall be governed by and construed in accordance with the laws of the Hong Kong Special Administrative Region of the People's Republic of China (regardless of the laws that might otherwise govern under applicable principles of conflicts of laws thereof) as to all matters, including, but not limited to, matters of validity, construction, effect, performance and remedies.

9.5   Notices .

  Notices, offers, requests or other communications required or permitted to be given by either Party pursuant to the terms of this Agreement and any other Transaction Agreement shall be given in writing to the respective Parties to the following addresses:

if to Sipex: Sipex Corporation
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇.▇.▇.
Attention: Legal Department c/o General Counsel
Fax: (▇▇▇) ▇▇▇-▇▇▇▇

With a copy to: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, P.C.
▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇
▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
U.S.A.
Attention: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ / ▇▇▇▇▇▇ ▇. Day
Fax: (▇▇▇) ▇▇▇-▇▇▇▇

If to Silan: Hangzhou Silan Integrated Circuit Co., Ltd.
▇▇. ▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇ (▇▇▇▇▇▇), ▇▇▇▇▇▇'▇ ▇▇▇▇▇▇▇▇ of China
Postcode: 310018
Attention: Zhang Lan Ping
Fax：▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇

With a copy to: Hangzhou Silan Integrated Circuit Co., Ltd.
▇▇. ▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇ (▇▇▇▇▇▇), ▇▇▇▇▇▇'▇ ▇▇▇▇▇▇▇▇ of China
Postcode: 310018
Attention: Fan ▇▇▇ ▇▇▇▇
Fax：▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇

With a copy to: Hangzhou Silan Microelectronics Co., Ltd.
▇▇. ▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇'▇ ▇▇▇▇▇▇▇▇ of China

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Postcode: 310012
Attention: ▇▇▇▇ ▇▇▇▇▇ Dong
Fax: ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇

or to such other address as the Party to whom notice is given may have previously furnished to the other in writing as provided herein. Any notice involving non-performance, termination, or renewal shall be sent by hand delivery, recognized international courier or, within the United States, may also be sent via certified mail, return receipt requested. All other notices may also be sent by fax, confirmed by first class mail. All notices shall be deemed to have been given on the date on which such notice is actually received.

9.6   Counterparts .

  This Agreement, including the other Transaction Agreements and the Exhibits hereto and thereto and the other documents referred to herein or therein, may be executed in counterparts, each of which shall be deemed to be an original but all of which shall constitute one and the same agreement.

9.7   Binding Effect; Assignment .

1. This Agreement and each other Transaction Agreement shall inure to the benefit of and be binding upon the Parties hereto and their respective legal representatives and successors, and nothing in this Agreement or any other Transaction Agreement, express or implied, is intended to confer upon any other Person any rights or remedies of any nature whatsoever under or by reason of this Agreement or any other Transaction Agreement. Neither Sipex nor Silan may assign this Agreement or any rights or obligations hereunder, without the prior written consent of the other Party, and any such assignment shall be void; provided, however, either Party may assign this Agreement to a successor entity in conjunction with such Party's reincorporation. Neither Silan nor Sipex shall engage in a change of control (as defined in Section 7.2(d)) unless the acquiror and any ultimate parent entity shall have executed and delivered to the other Party an agreement confirming that such acquiror and/or ultimate parent entity shall, upon consummation of such transaction or series of transactions, cause the relevant Party to continue to perform under the terms of this Agreement and each other Transaction Agreement.
2. Notwithstanding the foregoing, subject to Section 9.15 below, Sipex may assign its rights or delegate its duties under this Agreement or any other Transaction Agreements, in whole or in part, to any Affiliate of Sipex, provided that any such assignment or delegation shall not relieve Sipex of its obligations under this Agreement or other relevant Transaction Agreement.

9.8   Severability .

  If any term or other provision of this Agreement, any other Transaction Agreement or the Exhibits or Schedules attached hereto or thereto is determined by a court, administrative agency or arbitrator to be invalid, illegal or incapable of being enforced by any rule of law or public policy, all other conditions and provisions of this Agreement and the other Transaction

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Agreements shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to either Party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the Parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in an acceptable manner to the end that transactions contemplated hereby are fulfilled to the fullest extent possible.

9.9   Failure or Indulgence Not Waiver; Remedies Cumulative .

  No failure or delay on the part of either Party hereto in the exercise of any right hereunder shall impair such right or be construed to be a waiver of, or acquiescence in, any breach of any representation, warranty or agreement herein, nor shall any single or partial exercise of any such right preclude other or further exercise thereof or of any other right. All rights and remedies existing under this Agreement, any other Transaction Agreement or the Exhibits or Schedules attached hereto or thereto are cumulative to, and not exclusive of, any rights or remedies otherwise available.

9.10   Amendment .

  No change or amendment will be made to this Agreement, any other Transaction Agreement or the Exhibits or Schedules attached hereto or thereto except by an instrument in writing signed on behalf of each of the Parties to such agreement.

9.11   Currency .

  All payments required under this Agreement and the other Transaction Agreements shall be made in United States dollars unless otherwise required herein or therein.

9.12   Conflicting Agreements .

  In the event of conflict between this Agreement and any of the other Transaction Agreements, the provisions of such other Transaction Agreement shall prevail.

9.13   Language .

  Chinese language translations of this Agreement and the other Transaction Agreements may be prepared to assist the Parties' understanding, however each Party acknowledges that the English versions of this Agreement and the other Transaction Agreements shall be the only legally operative agreements. Silan shall provide to Sipex all documents that are issued in Chinese pursuant to this Agreement or any of the other Transaction Agreements in English translations and Sipex shall be entitled to rely on such translations as the legally operative documents between the Parties hereto (regardless of the legal effect of such translations with any Governmental Authority).

9.14   Parent Guarantee .

  Parent shall, and hereby does, fully guarantee the performance, liabilities and obligations of Silan IC under this Agreement and under any other Transaction Agreement. Sipex may, in its sole discretion bring any action for the enforcement of, or claim under, this Agreement or any other Transaction Agreement, against either or both of Parent or Silan IC. Parent and Silan IC shall be jointly and severally liable for any breach of this Agreement or any other Transaction Agreement or with respect to any liability or payment obligation of Silan IC or Parent hereunder or under any other Transaction Agreement.

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9.15   Sipex Guarantee .

  Sipex shall, and hereby does, fully guarantee the performance, liabilities and obligations of any of its Affiliates under this Agreement and any other Transaction Agreement that are a party to this Agreement and to any other Transaction Agreement ("Party Affiliate"). Silan IC or Silan Micro may, in their sole discretion bring any action for the enforcement of, or claim under, this Agreement or any other Transaction Agreement, against either or both of Sipex or any Party Affiliate. Sipex and any such Party Affiliate shall be jointly and severally liable for any breach of this Agreement or any other Transaction Agreement or with respect to any liability or payment obligation of any Party Affiliate or Sipex hereunder or under any other Transaction Agreement.

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IN WITNESS WHEREOF, and intending to be legally bound hereby, Sipex and Silan have caused their duly authorized representatives to execute this Agreement.

EXHIBIT 1

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PRODUCTION EQUIPMENT SALE AGREEMENT

BETWEEN

SIPEX CORPORATION

AND

HANGZHOU SILAN INTEGRATED CIRCUIT CO., LTD.

DATED AS OF FEBRUARY 27, 2006

==================================================================

This Production Equipment Sale Agreement, including the Exhibits hereto (this "Agreement"), is entered into as of February 27, 2006 (the "Effective Date") by and between Sipex Corporation, a Delaware corporation with its principal place of business at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, ▇.▇.▇. ("Sipex") Hangzhou Silan Integrated Circuit Co., Ltd., a China limited liability company with its principal place of business at ▇▇. ▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇ (▇▇▇▇▇▇), ▇▇▇▇▇▇'▇ ▇▇▇▇▇▇▇▇ of China, Postcode: 310018 ("Silan IC", together with Sipex, referred to individually as a "Party" and collectively as the "Parties").

WHEREAS, Sipex, Silan IC and Silan Micro have entered into a Master Agreement of even date herewith (the "Master Agreement"), providing for, among other things, the transfer by Sipex of the equipment described in Schedule B (attached and incorporated into this Agreement) (the "Production Equipment") to Silan IC; and

WHEREAS, Sipex and Silan IC now seek to consummate the transfer of such Production Equipment.

NOW, THEREFORE, in consideration of the foregoing and the covenants and agreements set forth below and in the Master Agreement, the Parties hereto agree as follows:

1. For purposes of this Agreement, unless specifically otherwise provided herein, any initially capitalized words, terms and phrases not defined in this Agreement shall have the meaning ascribed thereto in the Master Agreement. The rules of interpretation set forth in Section 1.2 of the Master Agreement are incorporated herein by this reference.
2. Subject to the terms of the Master Agreement, Sipex shall deliver the Production Equipment to Silan IC, Ex Works (Incoterms 2000) the agreed to demarcation point at the Sipex Facility, or at such other place(s) as the parties may agree to in writing ("Demarcation Point"). Sipex shall bear the costs of decommissioning and decontaminating the Production Equipment and moving the Production Equipment to the Demarcation Point. Sipex's obligation to decontaminate the Production Equipment shall be solely as Sipex may be instructed to do so as agreed upon by the Parties. Silan IC shall bear the costs of crating, packing and shipping of the Production Equipment from the Demarcation Point. Delivery of the Production Equipment to the Demarcation Point for crating, packing and shipment by Silan IC shall be pursuant to a mutually agreed to schedule. Sipex shall confirm the scheduled decommissioning and delivery dates with Silan at least (1) business day prior to such date to permit Silan IC engineers to be present during the decommissioning and removal of the Production Equipment. Notwithstanding the foregoing, Sipex's shall only be obligated to deliver the Production Equipment to Silan IC after both of the following have occurred, and provided that Silan IC has complied and is in compliance with its obligations under Section 6 of this Agreement:

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1. all Process Qualifications have been completed under the Process Technology Transfer and License Agreement, and
2. Silan IC is successfully manufacturing, and supplying Sipex Products using the Sipex Process Technology under the Wafer Supply Agreement, unless otherwise agreed to in writing between the Parties.
3. Silan IC is expected to satisfy the foregoing conditions, and the Production Equipment to be delivered to Silan IC as set forth in Section 2, within two hundred and seventy (270) days after this Agreement's Effective Date.
4. Effective upon delivery of the Production Equipment in accordance with Section 2, any title and risk of loss to the Production Equipment will pass to Silan IC.
5. Silan IC shall pay to Sipex a total of [+] United States Dollars ($[+]) as consideration for the transfer of the Production Equipment under this Agreement, which shall be due and payable upon delivery of the Production Equipment to Silan IC under this Agreement by way of letter of credit as set forth in Section 6 below.
6. At least thirty (30) days prior to the date for the delivery of the Production Equipment to Silan IC in accordance with Section 2 above, Silan IC shall open a first demand, irrevocable and negotiable letter of credit for [+] United States Dollars ($[+]) through a prime bank approved by Sipex, in favor of Sipex. The letter of credit shall be negotiable and payable on demand against a draft signed by Sipex upon the presentation of evidence of delivery of the Production Equipment to Silan in accordance with Section 2 above.
7. The amounts payable by Silan IC under this Agreement are exclusive of any present or future sales, property or excise tax, duties, value added tax, tariffs, landing charges or other taxes, fees and charges. Except for taxes based on Sipex's net income, all such taxes, when applicable, shall be paid by Silan IC whether or not invoiced by Sipex and regardless of whether they are levied against Silan IC or Sipex. In the event Sipex pays such taxes, Silan IC shall immediately reimburse Sipex for such payments. Subject to the foregoing, any present or future sales, property or excise tax, duties, value added tax, tariffs, landing charges or other taxes, fees and charges incurred by Sipex in the United States shall be paid by Sipex. In the event Silan IC pays such taxes on behalf of Sipex, Sipex shall immediately reimburse Silan IC for such payments.
8. Nothing in this Agreement, express or implied, is intended or shall be construed to confer upon, or give to, any person, firm or corporation other than Sipex and Silan IC, any remedy or claim under or by reason of this Agreement or any terms, covenants or conditions hereof, and all the terms, covenants and conditions, promises and agreements contained in this Agreement shall be for the sole and exclusive benefit of Sipex and Silan IC, and their successors and assigns.

______________

[+]   Information redacted pursuant to a confidential treatment request by Sipex Corporation under 17 CFR §§ 200.80(b)(4) and 240.24b-2 and submitted separately with the Securities and Exchange Commission.

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9. Representations and Warranties.
1. Sipex represents and warrants that:
1. from the Effective Date until delivery thereof under Section 2 above, all Production Equipment shall be maintained in its current condition, excluding ordinary wear and tear arising from use of the Production Equipment by Sipex in the ordinary course of business prior to delivery; and
2. Sipex owns the Production Equipment and has the right to transfer the Production Equipment to Silan IC in accordance with the terms and conditions of this Agreement.
2. Except as set forth in Section 9(a) above, Sipex makes no representation or warranty of any kind whatsoever with respect to the Production Equipment (including, without limitation, any warranty of merchantability or fitness for a particular purpose), and the Production Equipment is provided on an "as is" basis.
10. Sipex shall be responsible for obtaining the necessary United States export licenses or authorizations for shipment of the Production Equipment as set forth under Section 2, provided that, if the cost of obtaining such licenses or authorizations exceeds five thousand United States Dollars ($5,000.00), the Parties shall discuss in good faith sharing such excess costs. Sipex shall assist Silan IC, at Silan IC's cost, as reasonably necessary in completing paperwork and related documentation required by Chinese custom officials for import of the Production Equipment into China. In the event Sipex fails to obtain the export licenses or authorizations necessary for shipment of Production Equipment as set forth under Section 2, Silan IC shall be entitled to terminate this Agreement in accordance with Article 7 of the Master Agreement.
11. This Agreement shall be deemed part of the Master Agreement and governed by the terms and conditions therein. In the event of any conflict between the terms and conditions of (i) the body of this Agreement, (ii) the form of "Contract" set forth in Schedule A and (iii) the Master Agreement, the terms and conditions of this Agreement shall control.

IN WITNESS WHEREOF, and intending to be legally bound hereby, Sipex and Silan IC have caused their duly authorized representatives to execute this Agreement.

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Schedule A

Sipex Corporation

The Sellers: Sipex Corporation

Address: ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, ▇.▇.▇.

This Contract is made by and between the Buyers and the Sellers, whereby the Buyers agree to buy and the Sellers agree to sell the equipment described in Schedule B subject to the terms and conditions stipulated below, and in that certain Production Equipment Sale Agreement entered into by and between Buyer and Seller (Production Equipment Sale Agreement).

1.

______________

[+]   Information redacted pursuant to a confidential treatment request by Sipex Corporation under 17 CFR §§ 200.80(b)(4) and 240.24b-2 and submitted separately with the Securities and Exchange Commission.

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2. 唛头：卖方以不褪色的油漆在每 件货物箱表面刷上件号、毛重、 尺码等字样及下列唛头：

3. 交货日期:

TIME OF SHIPMENT:

4. 装船口岸：美国主要港口

PORT OF SHIPMENT: : Main Port of USA

5. 保险：由买方投保

INSURANCE：To Be Covered by the Buyer

6. 目的口岸：中国上海港

PORT OF DESTINATION：Shanghai Port，China

7. 设备交付前一个月开具100%货款的&#2 0449;用证，凭发运单据即付。

Payment Terms: 100% of price secured by first demand, irrevocable Letter of Credit payable upon draft signed by Sipex upon the presentation of evidence of delivery of the Production Equipment to Buyer.

8. Shipping Advice: 装运通知:

9. 对本合同的修改，须用书面并经 双方代表签字后作为本合同不可 分割的一部分。

Should any contents of the Contract be amended, consent in writing shall be signed by the representatives of the Buyers and the Sellers, the amended Contract shall be considered as an integral part of the Contract.

10. 银行手续费： 在中国境内发生的全部银行费用 由买方承担；在中国以外发生的 全部银行费用由卖方承担。

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BANKING CHARGES: All the banking charges incurred in connection with the Letter of Credit and in China shall be borne by the Buyers, while all the banking charges incurred in the United States shall be borne by the Sellers.

11. 附件是本合同不可分割的组成部 分，与本合同有同等效力。

12. 本合同使用中文和英文签署， 具有同样法律效力

13. 13.   本合同一式   份，买卖双方各持   份为证