Exhibit 10.1

Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as “***”. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission.

ASSET PURCHASE AGREEMENT

THIS ASSET PURCHASE AGREEMENT (this “ Agreement ”) is made and entered into this 5th day of December, 2007 between SEMITOOL, INC., a Montana corporation with a principal business address at 655 West Reserve Drive, Kalispell, Montana (hereinafter referred to as “ Semitoo l ”), and AVIZA TECHNOLOGY, INC., a Delaware corporation with a principal business address at 440 Kings Valley Road, Scotts Valley, California (hereinafter referred to as “ Aviza ”) (each may be individually referred to as a “ Party ” and collectively as the “ Parties ”).

RECITALS

WHEREAS, Semitool is engaged in the design, manufacture, marketing, and distribution of thermal products for the semiconductor industry; and

WHEREAS, upon the terms and subject to the conditions set forth in this Agreement, Semitool wishes to sell and Aviza desires to purchase certain of the Thermal Assets (as such term is defined below), and license certain associated intellectual property, as described herein, for the purpose of designing, commercializing, manufacturing, operating and marketing *** products for semiconductor device manufacturing (the “ Thermal Products ’ ) .

NOW, THEREFORE, in consideration of the payments herein provided for and the covenants, conditions, representations and warranties herein contained, the Parties hereto agree as follows:

ARTICLE 1.

PURCHASE AND SALE OF THE THERMAL ASSETS

1.1.        The Transferred Assets .

 On the terms and subject to the conditions of this Agreement, and for the consideration set forth in Section 1.5, Semitool shall, at the Closing, sell, transfer and convey to Aviza, free and clear of all liens, all of Semitool’s respective rights, titles and interests in the following assets:

1.1.1.   Semitool’s right, title and interest in and to the physical assets of the prototype *** located at its main facility in Kalispell, Montana and more fully described in Schedule 3.5 (c) attached hereto (the “ *** ”), associated spare parts and hardware and all manufacturing documentation related thereto;

1.1.2.   Semitool’s entire right, title and interest in and to its software, know-how, trade secrets and copyrights that are used, held for use, or useful solely in connection with the design, development, modification, manufacture, operation, support, marketing

*** Certain information has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

and sale through multiple tiers of distribution of the *** and the Thermal Products developed from that prototype; and

1.1.3.   Semitool’s entire right, title and interest in and to the patents and patent applications set forth in Schedule 1.1.3 , attached hereto (the “ Assigned Patents ”).   Aviza grants back to Semitool a non-exclusive, non-transferable, worldwide, irrevocable, royalty-free, paid-in-full license to make, have made, use, have used, import, offer to sell and sell the subject matter of the Assigned Patents solely as they may be applicable to the *** equipment manufactured by Semitool (the “Semitool Field of Use”).  Aviza agrees that it will not use the Thermal Assets to make, have made, use, have used, import, offer to sell or sell products or services in the Semitool Field of Use that are the subject matter of the Assigned Patents, nor will Aviza grant licenses in the Semitool Field of Use under the Assigned Patents to any third party .

1.2.        The Licensed Assets.

1.2.1.   Subject to the Non-Disclosure Agreement attached as Appendix A hereto (the “ NDA ”), Semitool grants to Aviza a non-exclusive, non-transferable, worldwide, royalty-free license to reproduce, modify, make derivative works of, use and distribute through multiple tiers of distribution the software source code delivered by Semitool for the *** (the “ Licensed Software ”) to develop, make, have made, use, have used, import, offer to sell and sell the Thermal Products and any improvements, modifications, follow-on products or similar products (the “ Permitted Uses” ).

1.2.2.   Semitool grants to Aviza a non-exclusive, transferable (including the right to sublicense), worldwide, irrevocable, royalty-free license to use such Semitool patents and patent applications, set forth in Schedule 1.2.2 ., as applicable to the *** (the “ Licensed Patents ”) for the Permitted Uses.

1.2.3.   Aviza agrees not to intentionally use, without the prior written consent of Semitool, any knowledge gained through the use of the Licensed Software or Licensed Patents for any purpose other than the Permitted Uses.  In the event of a material, uncured breach of this Section 1.2 or the NDA, the license granted pursuant to Section 1.2.1 shall terminate.

1.2.4.   The items described in Section 1.2.1 and 1.2.2, above, collectively shall be referred to as the “ Licensed Assets . ”

1.2.5.   The items described in Section 1.1, above, and this Section 1.2, collectively shall be referred to as the “ Thermal Assets . ”

1.3.        Assumption of Liabilities.

Aviza is not assuming any liabilities in connection with the assignment, transfer, or license of the Thermal Assets, any such liability, an “ Excluded Liability .”   For the avoidance of doubt, an Excluded Liability does not include (1) any fact or circumstance related to the Thermal Assets that did not exist prior to the Closing and (2) and defects or

*** Certain information has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

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latent defects related to the prototype *** (it being understood that the prototype *** is not intended for sale in its current state of development).

1.4.        Commercialization Support.

Semitool undertakes to provide the engineering, software and manufacturing support specified in Appendix B hereto in order to support the commercialization of the ***.

1.5.        Consideration.

1.5.1.  The consideration to be paid by Aviza (the “ Purchase Price ”) for the sale by Semitool of the Thermal Assets shall be one million (1,000,000) shares of the common stock of Aviza, $0.0001 par value (the “ Buyer’s Shares ”), delivered at Closing, plus the payments described in Section 1.5.2.  The Purchase Price is non-refundable.  Aviza shall be solely responsible for all sales and transfer taxes, if any, required by any governmental authority in any relevant jurisdiction which arise out of or result from the sale hereunder of the Thermal Assets.

1.5.2.   In addition to the Buyer’s Shares, Aviza shall also pay Semitool an amount equal to *** of the net revenues generated from the sale of the Thermal Products systems (exclusive of spare parts and service) commercialized with the support provided by Section 1.4 (the “ Royalty Products ”) up to a maximum amount of ***.  The royalty payment period shall be calculated based on the sales of Royalty Products that are recorded for revenue, on a quarterly basis, and will be due within fifteen (15) days following the end of each calendar quarter.  For purposes hereof, “net revenues” equal gross revenues actually received by Aviza exclusive of any taxes, duties, fees or shipping or insurance costs.

1.6.         Non-competition Undertaking .

Semitool and its affiliates shall not engage in any *** business that competes with (i) the Royalty Products or (ii) any other *** product currently commercialized by Aviza.  For the avoidance of doubt, it is understood that the following technologies are excluded from this non-competition undertaking: (i) any *** thermal technology that is used in conjunction with *** modules in an integrated system and (ii) *** technologies.  Notwithstanding the foregoing, the obligations set forth in this Section 1.6 shall terminate on the fifth anniversary hereof unless the amounts paid to Semitool pursuant to Section 1.5 hereof aggregate at least ***, taking into account the aggregate royalty payments made pursuant to Section 1.5.2 and the value of the Buyer’s Shares on such date (as determined by the closing price of said Buyer’s Shares on that date), in which case the obligations shall extend for an additional ten (10) years.

1.7.         Ownership .

1.7.1.   As between the Parties, Aviza shall be the sole owner of all Intellectual Property Rights and Technology in and to any improvements or derivative works it creates from the Thermal Assets (“ Improvement ”).

*** Certain information has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

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1.7.2.   Aviza hereby agrees to grant to Semitool a non-exclusive, non-transferable (except as set forth in Section 7.8), irrevocable, royalty-free, worldwide, paid-in-full license under any patent disclosing an Improvement with a filing date prior to the second anniversary of the effective date of this Agreement, to make, have made, use, have used, import, offer to sell and sell the subject matter of the Improvement solely as they may be applicable to the *** equipment manufactured by Semitool.

ARTICLE 2.

CLOSING

2.1.        Closing.

The purchase and sale (the “ Closing ”) provided for in this Agreement shall take place at such time and place as Semitool and Aviza shall agree upon, but no later than December 15, 2007 (the “ Closing Date ”).

2.2.        Closing Obligations of Semitool.

At the Closing, Semitool shall deliver or cause to be delivered to Aviza:

(a)           the physical assets included in the Thermal Assets and, to the extent Semitool cannot physically transfer said physical assets at that time, Semitool shall take all requisite steps to put Aviza in actual possession and operating control of said physical assets as soon thereafter as reasonably practical;

(b)           good and sufficient documentation reasonably requested by Aviza conveying to Aviza the interests created hereunder in the Thermal Assets, such documentation to be in form and substance reasonably satisfactory to counsel for Aviza; and

(c)           copies of all of Semitool’s records and other data relating to the Thermal Assets.

2.3.        Closing Obligations of Aviza.

At the Closing, Aviza shall deliver to Semitool the Buyer’s Shares.

2.4.        Other Documents; Further Assurances.

Semitool from time to time after the Closing at the request of Aviza and without further consideration shall execute and deliver further instruments and take such other action as Aviza may reasonably require to more effectively give effect to the conveyances contemplated herein in respect of the Thermal Assets.

*** Certain information has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

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ARTICLE 3.

REPRESENTATIONS AND WARRANTIES OF SEMITOOL

Semitool hereby represents and warrants to Aviza, as of the date hereof and as of the Closing Date, that:

3.1.        Authority and Binding Effect.

Semitool has the full power, authority and capacity to execute, deliver and perform its obligations under this Agreement and all of the other agreements, documents, instruments and certificates to be executed by Semitool and to convey all of the Thermal Assets to Aviza, free and clear of any encumbrances, and has taken all actions necessary to secure and has secured all approvals required in connection therewith.  This Agreement is, and any documents or instruments to be executed and delivered by Semitool pursuant hereto, will be legally valid and binding obligations of Semitool enforceable against Semitool in accordance with their terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ and contracting parties’ rights generally and except as enforceability may be subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

3.2.        Ownership of Assets.

  Semitool is the owner of the entire right, title and interest in the Thermal Assets, free and clear of any encumbrances.

3.3.        No Undisclosed Liabilities.

There are no material liabilities of any nature with respect to the Thermal Assets (whether known or unknown, absolute, accrued, contingent or otherwise, and whether due or to become due) not disclosed to Aviza.

3.4.        Legal Proceedings.

There is no pending lawsuit, action, claim, formal or informal investigation, arbitration, litigation or other judicial, regulatory, administrative or dispute resolution proceeding (a “ Proceeding ”) that has been commenced by or against Semitool, which if adversely determined would have a material adverse effect on the Thermal Assets, and no such Proceeding is threatened or inchoate.

3.5.        Intellectual Property.

(a)           Schedule 1.1(iii)  attached hereto contains a true and complete patent application serial number for each jurisdiction in which the referenced application was filed and the date filed or issued.  There are no registered copyrights, trademarks or mask work related exclusively to the Thermal Assets.

*** Certain information has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

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(b)           Schedule 3.5(b)(i)  attached hereto contains (A) a true and complete list of all licenses and Material Contracts pursuant to which Semitool is granted rights in any third-party Technology or Intellectual Property Rights (excluding any Publicly Available Software) (x) embedded or incorporated into or distributed with any of the Thermal Assets, (y) used by Semitool in the development or support of any of the Thermal Assets, or (z) used or held for use by Semitool for any other purpose (excluding, for purposes of this clause (z) only, any generally available, off-the-shelf software programs licensed by Semitool on standard terms); (B) a summary of Semitool’s remaining payment and accounting obligations, if any, with respect to each of such licenses or Material Contracts, excluding agreements for generally available, off-the-shelf software programs licensed by Semitool on standard terms.  Semitool has not provided source code or detailed design documentation of the Thermal Assets or any material part thereof to a third party.

(c)           Schedule 3.5(c)  attached hereto contains a true and complete shop order of  the *** as of the date hereof.

(d)           The Intellectual Property Rights and Technology owned or licensed by Semitool that relate to the Thermal Assets constitutes all Intellectual Property Rights and Technology used by Semitool in or, to Semitool’s knowledge necessary for, the design, manufacture, license and sale of all of the Thermal Products , whether currently under development or in production.

(e)           Semitool (A) owns all right, title and interest in and to the Thermal IP and Thermal Technology, free and clear of any liens; or (B) has a valid and enforceable right or license to use all other Intellectual Property Rights and Technology used in the conduct of Semitool’s business as such business relates to the Thermal Products, and all such licensed Intellectual Property Rights and rights to use Technology will not cease to be valid and enforceable rights of Semitool by reason of the execution and delivery of, and performance of the obligations under, this Agreement, or by any ancillary agreements executed in connection with this Agreement, or the consummation of the transactions contemplated hereby or thereby.

(f)            There are no legal Proceedings related to the Thermal Products that are pending or, to Semitool’s knowledge, threatened (i) alleging infringement, misappropriation or any other violation of any Intellectual Property Rights of any Person by Semitool or any of their respective products or services, or (ii) challenging the scope, ownership, validity, or enforceability of the Thermal IP or of Semitool’s rights under or to the Intellectual Property Rights and Technology licensed to Semitool and used in or necessary for the conduct of Semitool’s business as such business relates to the Thermal Products as presently conducted. Without limiting the foregoing, no interference, opposition, reexamination or other proceeding initiated by a third party is or has been pending or, to Semitool’s knowledge, threatened, in which the scope, validity or enforceability of any of the Thermal IP is being or has been challenged and to Semitool’s knowledge, all Thermal IP is valid and enforceable.  To Semitool’s knowledge, Semitool’s past or present use of the Thermal IP or Thermal Technology does not infringe upon or misappropriate, breach or otherwise conflict with the Intellectual Property Rights of any third party and Semitool has not received any notice alleging any

*** Certain information has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

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such infringement or misappropriation.  Neither the Thermal IP nor the Thermal Technology is subject to any outstanding judgment, decree, order, writ, award, injunction or determination of an arbitrator or court or other governmental authority (other than office actions and correspondence regarding pending patent applications and trademark applications) restricting the rights of Semitool with respect thereto.  To Semitool’s knowledge, no Person has interfered with, infringed upon or misappropriated any of Semitool’s Intellectual Property Rights as such rights relate to the Thermal Products, or is currently doing so.

(g)           Semitool has taken all actions reasonably necessary to maintain and protect the Thermal IP, including payment of applicable maintenance fees, filing of applicable statements of use, timely response to office actions and disclosure of any required information, and all assignments (and licenses where required) of the Thermal IP have been duly recorded with the appropriate governmental authorities. Schedule 3.5(g)  attached hereto includes a true and complete list of all material actions that must be taken within 120 days of the date hereof with respect to any of the Registered IP. Semitool has complied with all applicable notice and marking requirements for the Registered IP.  None of the Thermal IP has been adjudged invalid or unenforceable in whole or part and, to Semitool’s knowledge, all Thermal IP is valid and enforceable. Semitool has taken reasonable steps consistent with industry standard practices to safeguard and maintain the secrecy and confidentiality of trade secrets that are material to the Thermal Products.  Without limiting the foregoing, (i) there has been no misappropriation of any trade secrets or other confidential Intellectual Property Rights or Technology used in connection with Semitool’s business as such business relates to the Thermal Products by any Person; (ii) to Semitool’s knowledge, no employee, independent contractor or agent of Semitool has misappropriated any trade secrets of any other Person in the course of performance as an employee, independent contractor or agent of Semitool’s business as such business relates to the Thermal Products; and (iii) to Semitool’s knowledge, no employee, independent contractor or agent of Semitool is in default or breach of any term of any employment agreement, nondisclosure agreement, assignment of invention agreement or similar agreement or contract relating in any way to the protection, ownership, development, use or transfer of the Thermal IP or Thermal Technology.  Semitool is not obligated to provide any consideration (whether financial or otherwise) or account to any third party with respect to any exercise of rights by Semitool, or any successor to Semitool, in any Thermal IP, Thermal Technology or Thermal Product.

(h)           Semitool has not incorporated or otherwise used Publicly Available Software in a manner that would require, or condition the use or distribution of any Thermal Product on the disclosure, licensing or distribution of any source code for any portion of such Thermal Product.

(i)            The Licensed Software does not contain any Harmful Code, and Semitool has used commercially reasonable efforts to prevent the introduction of such Harmful Code to the Licensed Software.

*** Certain information has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

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(j)            Semitool is not bound by, and no Thermal IP or Thermal Technology is subject to, any agreement or arrangement containing any covenant or other provision that in any way limits or restricts the ability of Semitool to use, exploit, assert or enforce any Thermal IP or Thermal Technology anywhere in the world.  Semitool has not transferred ownership of, or granted any exclusive license with respect to, any Thermal IP or Thermal Technology to any other Person.

(k)           No funding, facilities, or personnel of any governmental entity or educational institution were used, directly or indirectly, to develop or create, in whole or in part, any of the Thermal IP, Thermal Technology or Thermal Products.  Semitool has not made any written submission to, and is not subject to any agreement with, any standards bodies or other entities that would obligate Semitool to grant licenses to or otherwise impair its control of the Thermal IP, the Thermal Technology or the Thermal Products.

(l)            Semitool has not entered into any agreement requiring Semitool to grant any access or rights to the source code or technical design or manufacturing documentation necessary to make the Thermal Products or to place such materials or other Technology incorporated in the Thermal Products so that a licensee might obtain access to it upon the occurrence of any release condition. No event has occurred, and no circumstance or condition exists, that (with or without notice or lapse of time) will, or could reasonably be expected to, result in the delivery, license or disclosure of any source code for any Thermal Product to any other person who is not, as of the date of this agreement, an employee of Semitool.

3.6.          Investment Matters .

(a)           Semitool is an “accredited investor” within the meaning of Regulation D of the Securities Act of 1933, as amended (the “ Securities Act ” ) and Semitool has the knowledge, sophistication and experience necessary to make, and is qualified to make decisions with respect to, investments in shares presenting an investment decision like that involved in the acquisition of the Buyer’s Shares, including investments in securities issued by Aviza and investments in comparable companies, and has requested all information it deemed relevant in making an informed decision to acquire the Buyer’s Shares and has reviewed and considered all information provided in response to such requests.

(b)           Semitool is acquiring the Buyer’s Shares for its own account for investment only and with no present intention of distributing any of the Buyer’s Shares in violation of the Securities Act or any arrangement or understanding with any other individual, corporation, limited liability company, partnership, joint venture, association, trust, unincorporated organization or other entity (each a “ Person ”) regarding the distribution of such Buyer’s Shares.

(c)           Semitool will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Buyer’s Shares except in compliance with the

*** Certain information has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

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Securities Act, applicable state securities laws and the respective rules and regulations promulgated thereunder.

(d)           Semitool understands that its acquisition of the Buyer’s Shares has not been registered under the Securities Act or registered or qualified under any state securities law in reliance on specific exemptions therefrom, which exemptions ma