Agreement in Principle

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Exhibit 10.1

Agreement in Principle

        This Agreement in Principle, dated as of July 1, 2004, contains the material terms of a Joint Development Agreement between Aixtron Aktiengesellschaft and Genus, Inc. (the "Agreement"). The parties believe that customers desire a production tool based on both parties' background technology and accordingly wish to commence design and development efforts as soon as practicable in order to satisfy such demand. Both parties acknowledge that they could not develop such product independently and rapidly without the background technology of the other party.

1.

Purpose of Project. Design and development of a hybrid ALD/AVD multiwafer production tool ("Product").

2.

Effective Date. The Project will commence 6 weeks after the date of the Agreement and Plan of Merger between the Parties, dated as of the date hereof (the "Merger Agreement"), but in no event prior to the expiration of all waiting periods under the Hart-Scott-Rodino Act (the "Effective Date").

3.

Design Phase. During the Design Phase, the parties will work with and utilize Genus ALD and Aixtron AVD background technology to design the concept for a Product. The Design Phase shall commence on the Effective Date and end 6 months after the Effective Date.

4.

Exclusivity. During the Design Phase, Genus shall conduct Project activities exclusively with Aixtron and shall not conduct any such activities with any third party.

5.

Review. At the end of the Design Phase, the parties will conduct a review of the design work. If both parties wish to continue the joint development project, they will agree on the parameters for further development and commercialization of the Product, including appropriate cross-licenses.

6.

Ownership of Inventions. Each party shall retain ownership of its background technology, subject to the licenses described herein. Genus shall own any inventions (and patents resulting therefrom) made by either party during the Design Phase to the extent based on its ALD background technology ("ALD Inventions"). Aixtron shall own any inventions (and patents resulting therefrom) made by either party during the Design Phase to the extent based on its AVD background te