Exhibit 10.2
THE SIMOX AND HYDROGEN LICENSE
AGREEMENT
This Simox and Hydrogen License
Agreement (the “ Agreement ”) is made by and
between Ibis Technology Corporation (“ Ibis ”)
and Nissin Ion Equipment Company, Ltd. (“ Nissin
”), each individually a “ Party ” and
collectively the “ Parties ” to this
Agreement.
WHEREAS, Ibis and Nissin are parties
to an Asset Purchase Agreement entered into as of the Effective
Date (the “Asset Purchase Agreement”) and this license
is a deliverable at the Closing of the Asset Purchase
Agreement; and
WHEREAS, Nissin wishes to grant Ibis
an exclusive license under the 1-D Patents and Dual Field Patents
within the Simox Field, and non-exclusive licenses under the Bias
Scan Patents within the Simox Field and under the 1-D Patents and
Bias Scan Patents within the Hydrogen Separation Field.
NOW, THEREFORE, in consideration of
the foregoing premises and the mutual covenants and agreements set
forth herein and other good and valuable consideration, the receipt
and sufficiency of which is hereby acknowledged, the Parties, each
intending to be legally bound, hereby agree as follows:
1. Effective
Date
The effective date of this Agreement
shall be October 30, 2008 (“ Effective Date
”).
2.
Definitions
For the purposes of this Agreement:
(i) the terms “hereof,” “herein” and
“herewith” and words of similar import shall, unless
otherwise stated, be construed to refer to this Agreement as a
whole (including all of the Exhibits) and not to any particular
provision of this Agreement, and Section and paragraph
references shall be to the Sections and paragraphs of this
Agreement, unless otherwise specified; and (ii) the word
“including” and “include” and words of
similar import when used in this Agreement mean “including
without limitation.” As used herein, the following
terms will have the following meanings:
(a) Patent Rights
“ 1-D Patents ”
shall mean all patents and patent applications worldwide for
inventions disclosed in U.S. Patent Nos. 5,311,028, issued
May 10, 1994, entitled “System and Method for Producing
Oscillating Magnetic Fields in Working Gaps Useful for Irradiating
a Surface with Atomic and Molecular Ions”; 5,393,984, issued
Feb. 28, 1995, entitled “Magnetic Deflection System for
Ion Beam Implanters”; and 5,483,077, issued January 9,
1996, entitled “System and Method for Magnetic Scanning,
Accelerating, and Implanting of an Ion Beam”, including all
U.S. and foreign patents and any patent applications identified on
Exhibit 1.
1
“ Bias Scan Patents
” shall mean all patents and patent applications worldwide
for inventions disclosed in U.S. Patent 5,438,203, issued
August 1, 19995, entitled “System and Method for
Unipolar Magnetic Scanning of Heavy Ion Beams”, including all
U.S. and foreign patents and any patent applications identified on
Exhibit 2.
“ Dual Field Patents
” shall mean all patents and patent applications worldwide
for inventions disclosed in U.S. Patent 5,672,879, issued
September 30, 1997, entitled “System and Method for
Producing Superimposed Static and Time-Varying Magnetic
Fields”, including all U.S. and foreign patents and any
patent applications identified on Exhibit 3.
(b) Additional
Definitions
“ Affiliate(s) ”
of a Party means a company or other legal entity, which now or
hereafter controls, is controlled by, or is under common control
with a Party. Control shall mean either direct or indirect
ownership or control of: (a) more than fifty percent (50%) of
the outstanding shares or other securities entitled to vote for
election of directors (or other managing authority); or
(b) more than fifty percent (50%) of the equity interest of a
company or other legal entity, but only as long as such control or
ownership exists.
“ Hydrogen Separation
Field ” means the field of use for the production
of Hydrogen Wafers using high energy, high current ion implantation
machines.
“ Hydrogen Wafer
” means a wafer in which a buried layer of hydrogen has been
created in a semiconductor substrate by implantation of hydrogen
ions, which enables fracture at the buried layer of hydrogen
to promote separation of the outer layer of the semiconductor
substrate from the remaining body of the substrate.
“ Simox Field
” means the field of use for the production of Simox Wafers
using ion implantation machines.
“ Simox Wafer ”
means a silicon wafer in which a buried layer of silicon dioxide
has been created by implantation of oxygen ions into a silicon
substrate and related processing steps to produce
silicon-on-insulator material.
Any additional capitalized terms not
defined herein, but defined in the Asset Purchase Agreement, shall
have the meaning ascribed to such terms in the Asset Purchase
Agreement.
3. License
Section 3.1.
Simox Licenses to
Ibis . Subject to the terms and conditions of this
Agreement, Nissin hereby grants Ibis, a perpetual, world-wide,
non-transferable (other than as permitted by Section 5.5),
fully paid-up, exclusive license, with the right to grant
sublicenses (through multiple tiers), to make, have made for
Ibis’ and its sublicensees’ account, use, sell, offer
to sell, import and distribute products, product systems and
processes within the Simox Field under the 1-D Patents, Dual Field
Patents and any related Know How.
2
Subject to the terms and conditions
of this Agreement, Nissin hereby grants Ibis, a perpetual,
world-wide, indivisible, non-transferable (other than as permitted
by Section 5.5), fully paid-up, non-exclusive license, with
the right to grant sublicenses (through multiple tiers), to make,
have made for Ibis’ and its sublicensees’ account, use,
sell, offer to sell, import and distribute products, product
systems and processes within the Simox Field under the Bias Scan
Patents and any related Know How.
Section 3.2
Non-Exclusive Hydrogen
License to Ibis . Subject to the terms and conditions
of this Agreement, Nissin hereby grants Ibis, a perpetual,
world-wide, sublicensable (through multiple tiers),
non-transferable (other than as permitted by Section 5.5),
fully paid-up, non-exclusive license to make, have made for
Ibis’ and its sublicensees’ account, use, sell,
o
