<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 13, 1997
VEECO INSTRUMENTS INC.
----------------------
(Exact Name of Registrant as Specified in its Charter)
Delaware 0-16244 11-298960l
- --------------------------------------------------------------------------------
(State or Other (Commission (IRS Employer
Jurisdiction of File Number) Identification No.)
Incorporation)
Terminal Drive, Plainview, New York 11803
- --------------------------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (516) 349-8300
-----------------------------
Not Applicable
------------------------------------------------------------------------------
(Former Name or Former Address, if Changed Since Last Report)
<PAGE>
Item 5. OTHER EVENTS.
-------------
Reference is made to Attachment 2 to the OEM Agreement for
Acquisition of IBM Products between International Business
Machines Corporation and Veeco Instruments Inc. dated as of May
13, 1997 which is included as an exhibit hereto.
Item 7 FINANCIAL STATEMENTS AND EXHIBITS.
----------------------------------
(c) Exhibits.
EXHIBIT NO. EXHIBIT
- ----------- -------
10.31 Attachment 2 to the OEM Agreement for Acquisition of IBM
Products between International Business Machines Corporation
and Veeco Instruments Inc. dated as of May 13, 1997 (filed
herewith; confidential treatment has been requested for
certain portions; confidential portions have been filed
separately with the Securities and Exchange Commission).
2
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
VEECO INSTRUMENTS INC.
Date: July 2, 1997 By: /s/ Edward H. Braun
--------------------------------
Edward H. Braun
Chairman, Chief Executive
Officer and President
3
<PAGE>
EXHIBIT INDEX
-------------
Exhibit
- -------
10.31 Attachment 2 to the OEM Agreement
for Acquisition of IBM Products
between International Business
Machines Corporation and Veeco
Instruments Inc. dated as of
May 13, 1997 (filed herewith;
confidential treatment has been
requested for certain portions;
confidential portions have been
filed separately with the Securities
and Exchange Commission).
4
<PAGE>
[XXX] Indicates that text has been
omitted and filed separately
with the Securities and Exchange
Commission pursuant to
Rule 24b-2 of the Securities
Exchange Act of 1934, as
amended.
ATTACHMENT 2
PRODUCT OFFERING - SXM 200M (MANUAL)
This ATTACHMENT 2 to AGREEMENT Number B95245-00 is entered into by and between
International Business Machines Corporation (IBM), through its Manufacturing
Technology Center (MTC) with an address for purposes of this ATTACHMENT at 1798
NW 40th Street, Boca Raton, FL 33429 and Veeco Instruments, Inc. (Veeco), with
an address at Terminal Drive, Plainview, New York 11808.
WHEREAS, this ATTACHMENT describes the terms under which IBM through its MTC,
will develop a new PRODUCT referred to as a SXM 200M (Manual) and provide
specific hardware, software and services related thereto as specified herein.
WHEREAS, further, IBM agrees to complete the development effort as set forth
herein and IBM agrees to provide to Veeco a PRODUCT utilizing IBM's Atomic Force
Microscope technology, which PRODUCT will conform to the specifications and
functions set forth in Exhibit 1.
WHEREAS, further, Veeco agrees to market and resell the PRODUCT to END-USERS.
NOW THEREFORE, in consideration of the promises and the terms, covenants and
conditions herein contained, the parties hereby agree as follows:
SECTION 1.0 DEFINITIONS
The capitalized words and terms in the AGREEMENT shall apply and the
capitalized terms in this ATTACHMENT shall have the following meanings:
1.1 For purposes of this ATTACHMENT, "PRODUCT" is the "SXM 200M (Manual)",
as described herein and specified in Exhibit 1, including all
features, components and subassemblies.
1.2 "MATERIALS" are items (other than PRODUCT and IBM CODE that IBM
delivers to Veeco. They include programming tools, documentation,
reports, designs, drawings and code.
Page 1 May 13, 1997
<PAGE>
1.3 An "INVENTION" is an idea, know-how, technique, invention, discovery
or improvement embodied in the PRODUCT or MATERIAL delivered under
this ATTACHMENT. An INVENTION must be conceived or reduced to
practice by IBM personnel or Veeco personnel in performance of work
required under this ATTACHMENT. An INVENTION made by Veeco's
personnel with IBM's personnel is a "JOINT INVENTION."
1.4 A DERIVATIVE WORK shall mean a work which is based upon one or more
preexisting works, such as a revision, enhancement, modification,
translation, abridgment, condensation, expansion, or any other form in
which such preexisting work may be recast, transformed, or adapted,
and which, if prepared without authorization of the owner of the
copyright in such preexisting work, would constitute a copyright
infringement. For purposes hereof, a DERIVATIVE WORK shall also
include any compilation that incorporates such a preexisting work.
SECTION 2.0 PRODUCT DEVELOPMENT
2.1 IBM agrees to perform those tasks necessary and appropriate to the
development of the PRODUCT in accordance with the schedule
("Implementation Schedule") and the specifications set forth in
Exhibit 1 hereto, including, without limitation, designing,
programming, testing, evaluating, making necessary revisions to and
manufacturing prototypes of the PRODUCT (the "IBM Development Work").
IBM shall furnish to Veeco monthly status reports with respect to its
development of the PRODUCT.
2.2 Within thirty (30) days of receiving the first three (3) PRODUCT
prototypes as set forth in the Implementation Schedule, IBM and Veeco
shall each evaluate the PRODUCT and state in writing (i) whether the
PRODUCT is capable of operating in accordance with the specifications
and functions set forth in Exhibit 1, (ii) any identified defects, and
(iii) proposed revisions (the "First Review Period").
Page 2 May 13, 1997
<PAGE>
2.3 Within ninety (90) days of the conclusion of the First Review Period,
IBM shall incorporate and effect any suggestions jointly agreed to by
the parties and cure any identified defects in the PRODUCT ("PRODUCT
Completion Date").
2.4 Within sixty (60) days of the PRODUCT Completion Date, IBM shall
produce the manuals and other documentation as set forth in Exhibit 3
to this ATTACHMENT.
SECTION 3.0 IBM POST DEVELOPMENT RESPONSIBILITIES
3.1 IBM agrees to provide Veeco with the number of PRODUCT units specified
in accepted purchase orders according to the terms of the AGREEMENT
and this ATTACHMENT.
SECTION 4.0 VEECO POST DEVELOPMENT RESPONSIBILITIES
4.1 Veeco agrees to a) market PRODUCT units to END-USERS; b) integrate any
VEECO CODE or documentation to PRODUCT units, if applicable; c) affix
the Veeco logo to PRODUCT units; and d) utilize the IBM supplied
Maintenance Parts for maintaining PRODUCT units.
4.2 Veeco will provide a non-binding sales forecast to IBM. The forecast
will summarize Veeco's quantity requirements including approximate
shipping release dates for each of the next twelve (12) months. Veeco
will update and submit the forecast to IBM quarterly.
4.3 Veeco shall provide IBM with a non-binding Market Support Plan. Veeco
and IBM agree to meet every three (3) months to discuss items of the
Market Support Plan pertaining to the sales and the marketing of the
PRODUCT, which the parties deem appropriate.
4.4 Veeco shall use commercially reasonable efforts to provide IBM with
market feedback from the field based on customer acceptance, customer
satisfaction, price/ performance directions, and industry segmentation
for the Equipment. This feedback shall be summarized in writing and
provided to IBM every three (3) months for review and comments.
Page 3 May 13, 1997
<PAGE>
4.5 Veeco shall, at its own expense, inventory and maintain Maintenance
Parts as supplied by IBM to support the PRODUCT to END-USERS.
4.6 Veeco shall pay IBM a one time non-recurring fee in accordance with
Section 5.0 and the prices for PRODUCT units purchased by Veeco in
accordance with Section 6.0.
SECTION 5.0 NON-RECURRING FEE
5.1 As consideration for Veeco's access to the IBM SOURCE CODE as set
forth in Section 19.2, IBM's grant to Veeco of the exclusive marketing
rights as set forth in Section 18.1, the license option as set forth
in Section 20.1 and IBM's development efforts as identified in
Section 2.0, Veeco agrees to provide a one-time non-recurring fee to
IBM of [XXX XXXXXXX XXXX XXXXXXX XXXXXXXX XXXXXXX XXX XXXXXXXXXXX]
payable on the following schedule:
a) [XXXXX XXXXXXX XXXXXXXX XXXXXXX XXXXXXXXXX] upon the execution of
this ATTACHMENT;
b) [XXX XXXXXXX XXXXXXXX XXXXXXX XXXXXXXXXX] upon the completion of
Milestone #3;
c) [XXX XXXXXXX XXXXX XXXXXXXX XXXXXXX XXXXXXXXXX] upon the
completion of Milestone #4;
d) [XXXXX XXXXXXXX XXXXXXX XXXXXXXXX] upon the completion of
Milestone #5;
e) [XXX XXXXXXX XXXXXXXX XXXXXXX XXXXXXXXXX] upon the completion of
Milestone #6; and
f) [XXX XXXXXXX XXXXXXXX XXXXXXX XXXXXXXXXX] upon the completion of
Milestone #7.
5.2 In the event that IBM does not meet a particular Milestone in
accordance with the Implementation Schedule as set forth in Exhibit 1,
Veeco and IBM agree to meet within thirty (30) days to determine the
cause of failure in meeting the Milestone.
Page 4 May 13, 1997
<PAGE>
As a result of such meeting, IBM will establish an action plan within
thirty (30) days identifying specific actions needed to meet the
Milestone, and the parties may negotiate a new Implementation
Schedule, if required.
If, after the actions described above are taken, and IBM is unable to
complete a Milestone in its entirety, IBM shall so notify Veeco in
writing. Upon such notification, the parties agree to negotiate in
good faith a monetary settlement, only to the extent IBM is the sole
cause of such failure. Veeco's sole and exclusive remedy shall be to
recover monies from IBM as full payment and final settlement and
satisfaction of any and all claims under this Section 5.0. Such
settlement shall not be greater than the monies that have been paid to
IBM by Veeco under this ATTACHMENT.
SECTION 6.0 PRICE
The price for PRODUCT units are as follows:
PRODUCT DESCRIPTION QUANTITY PRICE
- ------------------- PER ORDER PER UNIT
---------- --------
STANDARD CONFIGURATION [X X XX] [X XXXXXXX]
[XXX] [X XXXXXXX]
STANDARD CONFIGURATION
PLUS THE CD CONFIGURATION [X X XX] [X XXXXXXX]
[XXX] [X XXXXXXX]
6.1 Any requests by Veeco for customization, engineering and special
deviations from the then-current specifications as identified in
Exhibit 1 will be negotiated and written under a separate agreement.
6.2 IBM agrees to maintain the prices indicated in Section 5.0 above for
the first twelve (12) months of this ATTACHMENT. Thereafter, IBM
reserves the right to increase prices. In the event of a price
increase, IBM shall issue a written notice which shall become
effective ninety (90) days thereafter. However, such increase will
not apply to Purchase Orders accepted by IBM prior to the date of
notice of a price increase.
Page 5 May 13, 1997
<PAGE>
6.3 The parties shall use commercially reasonable efforts to agree on and
document through written amendment to this ATTACHMENT those
Maintenance Parts and Options applicable to the PRODUCT units IBM
sells to Veeco for so long as IBM makes such parts available.
6.4 In the event that Veeco does not meet its payment obligations as
defined herein, and provided IBM has performed all of its obligations
under this ATTACHMENT, IBM may require Veeco to establish and provide
to IBM a letter of credit in favor of IBM, under the same terms and
conditions of the letter of credit as identified in Exhibit 2 to the
AGREEMENT within thirty (30) days from written notice to Veeco by IBM.
Failure by Veeco to provide such letter of credit to IBM in the time
stated above shall be deemed a material breach of this ATTACHMENT.
SECTION 7.0 TERMS AND TERMINATION
7.1 The Term of this ATTACHMENT shall commence on the date signed by the
last signatory hereto, and shall expire three (3) years following the
PRODUCT Completion Date, unless terminated in accordance with
Section 17.3 of the AGREEMENT or extended or renewed in accordance
with Section 7.2, below.
7.2 Unless this ATTACHMENT is terminated in accordance with Section 17.0
of the AGREEMENT, Veeco shall have the right to exercise a two (2)
year term extension option. Veeco shall notify IBM of its intent to
exercise this renewal option a minimum of six (6) months prior to the
expiration date of this ATTACHMENT. If Veeco does not notify IBM of
its desire to extend the term of this ATTACHMENT within the
aforementioned six (6) month time period, then Veeco will be deemed to
have waived its right to extend the term of this ATTACHMENT.
Page 6 May 13, 1997
<PAGE>
SECTION 8.0 LEAD TIME AND AVAILABILITY
8.1 The lead time for delivery on initial orders (i.e. orders placed for
the first five (5) PRODUCT units) is six (6) months after receipt of
order. The lead time for delivery on all subsequent orders is four
(4) to six (6) months after receipt of order.
8.2 Orders for PRODUCT units by Veeco will be filled by IBM based on the
priority by which such orders are received by IBM. IBM agrees to
negotiate in good faith with Veeco in the event Veeco requests a
change to an established delivery schedule.
SECTION 9.0 ORDER QUANTITY AND PROCESS
9.1 Veeco agrees to order PRODUCT units in minimum lot quantities of five
(5) units. Veeco agrees to provide IBM with a ten percent (10%) down
payment with each purchase order on all PRODUCT units, provided,
however, that in no event shall Veeco be required to maintain an
aggregate down payment with respect to PRODUCT units ordered, in
excess of one hundred sixty thousand dollars ($160,000). The balance
is due and payable upon acceptance of each PRODUCT unit.
9.2 IBM will supply a monthly production plan and summary describing raw
materials, subassemblies, and finished goods inventory relative to
Veeco open orders.
9.3 Veeco agrees to provide IBM a Purchase Order for a quantity equal to
or greater than [XXXXXX XXXX] PRODUCT units at the time of execution of
this ATTACHMENT and agrees to purchase such units in accordance with
the terms of this ATTACHMENT (the "Initial Purchase Order"). Veeco
agrees to accept PRODUCT units from the Initial Purchase Order in
accordance with the following: a) [XXXXX XXX] prototype PRODUCT units
as set forth in the Implementation Schedule; b) [XXXX XXX] PRODUCT
units three (3) months after the First Review Period (the PRODUCT
Completion Date); and c) [XXX XXX] PRODUCT units four (4) months after
the First Review Period or Dec. 31, 1997, whichever comes first.
Notwithstanding any other provision in this ATTACHMENT,
Page 7 May 13, 1997
<PAGE>
if Veeco fails to provide a Purchase Order to IBM as stated herein,
the parties agree that such failure will constitute default by Veeco
and IBM may terminate this ATTACHMENT pursuant to Section 17.0 of the
AGREEMENT.
9.4 Purchase orders issued by Veeco for PRODUCTS listed in this ATTACHMENT
shall be sent to the following address:
IBM Corporation
1798 NW 40th St. Internal Zip 2105
Boca Raton, FL 33429
SECTION 10.0 PAYMENT TERMS
10.1 Notwithstanding Section 10.1 of the Agreement, IBM shall invoice Veeco
for all PRODUCT units under this ATTACHMENT upon the acceptance date
of such PRODUCT units, in accordance with Section 14.0, herein.
Payment shall be due and payable in U.S. currency within sixty
(60) days of the acceptance date of such PRODUCTS.
SECTION 11.0 TITLE AND RISK OF LOSS
11.1 Notwithstanding Section 7.0 of the AGREEMENT, title to each PRODUCT
unit and risk of loss or damage to each PRODUCT unit shall pass to
Veeco upon Veeco's acceptance of each PRODUCT unit from IBM in
accordance with Section 14.0, herein.
11.2 IBM agrees to use commercially reasonable efforts to keep accepted
PRODUCT units awaiting shipment at MTC's Boca Raton facility for a
period not to exceed on hundred twenty (120) days from the time of
Veeco's acceptance of each PRODUCT unit, at no charge to Veeco.
11.3 Notwithstanding the above, if during IBM's possession of the PRODUCT
units, and in the exercise of its sole discretion IBM requires the
PRODUCT units to be moved to another location, IBM shall notify Veeco
in writing thirty (30) days prior to moving the PRODUCT units. In
that event, Veeco shall pay all costs related to such move including
but not limited to transportation and
Page 8 May 13, 1997
<PAGE>
shall be obligated to pay for all storage fees associated with such
move.
SECTION 12.0 MANAGING COORDINATORS
12.1 The Managing Coordinator for IBM is Mike Servedio.
12.2 The Managing Coordinator for Veeco is Tim Stultz.
SECTION 13.0 SHIPMENT
13.1 IBM shall ship PRODUCT units in this ATTACHMENT only to Veeco's
designated domestic U.S. location. The parties may arrange for IBM to
ship to other Veeco designated locations, upon mutual agreement.
13.2 Shipment shall be made F.O.B. IBM Plant of Manufacture and/or IBM
Distribution Point.
SECTION 14.0 ACCEPTANCE CRITERIA
14.1 The PRODUCT units furnished hereunder shall be subject to final review
and acceptance ("TEST") by Veeco at MTC's Boca Raton, Florida
facility. IBM shall provide Veeco written notification of the
readiness of PRODUCT units for TEST purposes. Veeco shall undertake
its TEST of such PRODUCT units within five (5) days of its receipt of
the written notification from IBM. The TEST of the PRODUCT units by
Veeco shall be made in accordance with a mutually agreed to written
test procedure which shall be made part hereof.
In the event Veeco discovers any deficiencies as a result of its TEST
of a PRODUCT unit, it shall notify IBM of such deficiencies within
five (5) days of the TEST. IBM will use commercially reasonable
efforts to correct all such deficiencies, within ten (10) days of
Veeco's written notification.
14.2 In the event Veeco takes no action or if no written notification to
the contrary is received by IBM within thirty (30) days from written
notification of the readiness of PRODUCT units for Veeco TEST
purposes, such PRODUCT units shall be deemed accepted and payment
Page 9 May 13, 1997
<PAGE>
shall be due and payable for each PRODUCT unit in accordance with
Section 10.0, herein.
SECTION 15.0 WARRANTY
15.1 IBM warrants the PRODUCT units under this ATTACHMENT to be free from
defects in materials and workmanship for the warranty period as
provided below. Should the PRODUCT units not perform as warranted,
IBM agrees to provide the following warranty service:
a) IBM agrees to provide replacement parts for warranty repairs at
no charge for a period of one (1) year from the date of delivery
to an END-USER, provided that the PRODUCT unit is not in use
while in Veeco's possession.
b) IBM agrees to provide labor at no charge for a period of ninety
(90) days from the date of delivery to an END-USER, provided that
the PRODUCT unit is not to use while in Veeco's possession.
The parties agree that in the event the PRODUCT unit is in use while
in Veeco's possession, the warranty period shall begin from the
delivery date of such PRODUCT units to Veeco.
Veeco agrees to provide written notification to IBM within ten (10)
days of shipment to an END-USER location.
15.2 During the warranty period, IBM shall provide the following levels of
support at a mutually agreed to time and place:
a) IBM will provide phone service support related to PRODUCT problem
determination and resolution at no charge to Veeco, during IBM
normal business hours EST at (800) 831-5009. Such support shall
be provided to Veeco's service personnel after Veeco has spent a
minimum of two (2) hours of diagnosis and repair at an END USER
location, and has failed to correct the problem.
Page 10 May 13, 1997
<PAGE>
b) IBM may provide a service representative, if requested by Veeco,
at the END USER location if the PRODUCT unit is deemed
irreparable through phone assistance.
15.3 Any PRODUCT unit that is deemed irreparable at the END USER(S)
location may be returned, transportation billed to IBM, to the
location IBM designates. Veeco shall pay any amounts due for
insurance and taxes as a result of a returned PRODUCT unit. Risk of
loss or damage shall pass to IBM upon delivery by Veeco to IBM's
designated carrier. IBM shall, at its option, repair or replace in a
timely manner, any PRODUCT unit returned to IBM. If IBM repairs or
replaces the PRODUCT unit, IBM will ship the PRODUCT unit back to
Veeco, transportation prepaid by IBM. Risk of loss or damage shall
pass to Veeco upon delivery by IBM to Veeco's designated carrier. Any
replacement PRODUCT unit found to be defective by IBM will carry the
balance of the remaining warranty. Title to the replaced PRODUCT
unit(s) shall revert back to IBM.
Should any PRODUCT unit deemed irreparable by Veeco be found by IBM to
be without defect as determined by IBM PRODUCT specifications, IBM
will bill Veeco for IBM's inspection time using IBM's then applicable
hourly rates. Veeco agrees to pay IBM for such billed services upon
written notification by IBM that the PRODUCT unit deemed unrepairable
by Veeco was not in fact defective.
EXCEPT FOR THE WARRANTIES IN THIS SECTION 15.0, IBM DISCLAIMS ALL
WARRANTIES, EXPRESS OR IMPLIED, BUT NOT LIMITED TO THE IMPLIED
WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
SECTION 16.0 FIELD SUPPORT
16.1 IBM will provide service training, which shall consist of PRODUCT
assembly, debug, test, system construction and the like, to Veeco
technicians for no charge at the MTC in Boca Raton, Florida for a
period of up to three (3) months. This training shall begin at a time
mutually agreed to by the parties. Veeco will be
Page 11 May 13, 1997
<PAGE>
responsible for its employee's travel and living expenses.
Thereafter, IBM may provide Veeco with additional training for a
mutually agreed upon price.
16.2 Veeco agrees to service the PRODUCT units worldwide and to provide
operation and service training to PRODUCT END USER(S) and service
support, all at its applicable service rates.
16.3 Veeco agrees to provide service to internal IBM PRODUCT END USER(S),
at Veeco's applicable service rates.
SECTION 17.0 SALES AND MARKETING
17.1 Veeco agrees to market and sell the PRODUCT units to the
Microelectronic and Data Storage industries, as defined in Section
18.1, on a worldwide basis.
17.2 Veeco agrees to assign account management teams and regional sales and
service engineers in support of the PRODUCT.
17.3 IBM agrees to provide marketing training consisting of PRODUCT
operation, and applications to Veeco sales personnel at a mutually
agreed to time at the MTC for a period of up to two (2) weeks.
17.4 IBM agrees to provide Veeco with the support of a PRODUCT technologist
for an END USERS at a mutually agreed to time and place following the
Product Completion Date, at IBM's applicable service rates.
17.5 IBM reserves the right to accompany Veeco on field sales trips and
trade shows, at IBM's sole cost and expense.
17.6 During the term of this ATTACHMENT Veeco and IBM shall use
commercially reasonable efforts to meet and discuss (at least twice a
year) at a mutually agreeable time and place the potential of
cooperative development and manufacturing as it relates to the
PRODUCT.
Page 12 May 13, 1997
<PAGE>
SECTION 18.0 EXCLUSIVITY AND EXCLUSIVITY PERIODS
18.1 IBM grants to Veeco the exclusive right to market and support the
PRODUCT units manufactured by IBM on a worldwide basis only to the
Microelectronics and Data Storage Industries. For purposes of this
ATTACHMENT, the "Microelectronics Industry" shall include any part of
a company laboratory, university or institution that is engaged in
research, development, production or repair, (and the manufacture of
equipment to produce or repair,) of semiconductors, semiconductor
materials, semiconductor manufacturing equipment, semiconductor
packaging, semiconductor packaging materials, multichip modules,
multichip module materials, electronic displays, electronic display
materials, electronic display manufacturing equipment, passive
electronic components and passive electronic component materials, mass
memory products, materials and equipment, and flat panel products,
materials and equipment. The Microelectronics Industry shall not
include IBM or any of its SUBSIDIARIES.
For purposes of this ATTACHMENT, the "Data Storage Industry" shall
include any part of a company, laboratory, university or institution
that is engaged in research, development, production or repair of
devices, and the manufacture of equipment to produce products and/or
materials, and the components and materials of devices, used to store
electronic data, including, but not limited to: disk drives, tape
drives, solid-state memory, ferro-electric memory, CD storage devices,
magneto-optical storage devices, optical storage devices and the
equipment used to manufacture such devices. The Data Storage Industry
shall not include IBM or any of its SUBSIDIARIES.
To maintain such exclusive rights, Veeco must pay IBM in each calendar
year an amount that equals or exceeds the amounts due for the sale of
the Minimum Annual Number of Units (quantity per year times applicable
price pursuant to Section 5.0), unless the parties mutually agree in
writing to change the formula. In the event IBM is unable to deliver
PRODUCT units in the quantities contained in Veeco purchase orders
which
Page 13 May 13, 1997
<PAGE>
have been accepted by IBM, the Minimum Annual Number of Units
requirement for such calendar year will be the lesser of the
quantities indicated below or the quantity actually received by Veeco
in such calendar year.
Year Minimum Annual Number of Units*
1997 [XX]
1998 [XX]
*This quantity shall not include any sales to IBM or its Subsidiaries.
The Minimum Annual Number of Units for 1998 shall not include those
PRODUCT units from the previous year which the parties agree will be
purchased by Veeco in accordance with Section 9.3 of this ATTACHMENT.
The Minimum Annual Number of Units for 1999 and subsequent years shall
be established and mutually agreed to by the parties prior to the
start of a new calendar year, unless the parties agree in writing to
an extension. In the event the parties have not agreed in writing to
an extension or have not agreed to a new Minimum Annual Number of
Units, the Minimum Annual Number of Units for the next year shall
automatically be increased by twenty percent (20%) over the previous
year's Minimum Annual Number of Units. The parties agree that three
(3) years after the commencement of the Minimum Annual Number of Units
level, the automatic increase from the previous year shall cease, and
the Minimum Annual Number of Units for each subsequent year shall be
the average of the Minimum Annual Number of Units of the (3) three
preceding years.
18.2 In the event that Veeco has not purchased fifty percent (50%) of the
Minimum Annual Number of Units as of the end of the first (6) months
of a given calendar year, Veeco and IBM agree to meet within fifteen
(15) days to determine the cause of failure to achieve the fifty
percent (50%) of the Minimum Annual Number of Units during such six
(6) month period. It is understood that if the cause of sales falling
below the minimum can be related to deficiencies in sales and
marketing
Page 14 May 13, 1997
<PAGE>
efforts and/or deficient PRODUCT performance or delinquent PRODUCT
features Veeco and IBM will establish an action plan within fifteen
(15) days identifying specific sales, marketing and/or engineering
actions to improve sales. Veeco and IBM shall then meet monthly to
monitor progress against the action items of this plan and assess
their effectiveness at enabling Veeco to meet the Minimum Annual
Number of Units for the subject year. If at the end of six (6) months
Veeco has not met the Minimum Annual Number of Units for the subject
year and if IBM determines in its sole discretion that such failure is
due to a Veeco sales and/or marketing problem, then the Veeco
exclusive marketing and servicing right shall revert to a
non-exclusive right.
18.3 In the event that Veeco has purchased at least fifty percent (50%) of
the Minimum Annual Number of Units as of the end of the first (6)
months of a given calendar year, and fails to meet the Minimum Annual
Number of Units during a given calendar year, Veeco and IBM agree to
meet within fifteen (15) days to determine the cause of failure to
achieve the Minimum Annual Number of Units during such given calendar
year. It is understood that if the cause of sales falling below the
minimum can be related to deficiencies in sales and marketing efforts,
Veeco may pay IBM the difference to meet the Minimum Annual Number of
Units for such given calendar year to maintain such exclusive rights
or Veeco's exclusive marketing and servicing right shall revert to a
non-exclusive right.
It is understood that if the cause of sales falling below the minimum
is primarily caused by deficiencies in PRODUCT performance or
delinquent PRODUCT features, Veeco's exclusive rights shall continue
and the actual Minimum Annual Number of Units for such given calendar
year shall be deemed satisfied.
18.4 If Veeco loses its exclusive right to market and service the PRODUCT
units as provided in this Section 18.0, Veeco may continue to market
and service the PRODUCT units only on a non-exclusive basis until the
termination of this ATTACHMENT.
Page 15 May 13, 1997
<PAGE>
18.5 Notwithstanding any other provision of this ATTACHMENT, IBM shall have
the full freedom and flexibility to market, distribute, sell or
service the PRODUCT directly or indirectly to any customers for use
outside of the Microelectronics and the Data Storage Industries, as
defined in Section 18.1.
18.6 During the period Veeco retains the exclusive right to market the
PRODUCT as provided in this ATTACHMENT, IBM will not authorize third
parties to service the PRODUCT units purchased by Veeco customers
unless Veeco is unable or unwilling to adequately fulfill such
customers requirements.
18.7 Veeco agrees that during the period Veeco has the exclusive right to
market the PRODUCT units, Veeco and its and their Subsidiaries will
devote best efforts to the sale of the PRODUCT units and agree not to
sell, lease or distribute any other scanning probe microscopy
technology products to any third party.
18.8 Veeco's exclusive or non-exclusive right to market the CD AFM option
as identified and described in Exhibit 1 extends only as embodied in
the units of PRODUCT. Any future implementation of CD AFM technology,
in whole or in part, if any, shall be negotiated and mutually agreed
to under a separate agreement, such terms and conditions to be
negotiated and mutually agreed to by the parties.
SECTION 19.0 INTELLECTUAL PROPERTY
19.1 MATERIALS are those created during the term of this ATTACHMENT, or
otherwise (such as those that preexist), in which we or third parties
have all right, title and interest (including ownership of copyright).
IBM grants Veeco a nonexclusive, worldwide, paid-up license to
execute, reproduce, display, perform, distribute (internally) copies
of, and prepare derivative works based on such MATERIALS.
19.2 IBM agrees to provide to Veeco IBM SOURCE CODE under the following
license conditions:
Page 16 May 13, 1997
<PAGE>
IBM hereby grants to Veeco a worldwide, nonexclusive,
non-transferable, copyright license to execute, reproduce, display,
perform and prepare DERIVATIVE WORKS of, the IBM SOURCE CODE described
in Section 19.4 herein for internal use, only to make modifications
and enhancements on Veeco's own products, other than scanning probe
microscopy products. Veeco will not authorize others to do any of the
foregoing except as provided in Section 19.3 below. Veeco will not
distribute any or all portions of the IBM SOURCE CODE or its
DERIVATIVE WORKS of the IBM SOURCE CODE to any third party.
19.3 The IBM SOURCE CODE provided by IBM to Veeco under this Section will
be subject to the confidentiality provisions of the Agreement for
Exchange of Confidential Information ("AECI") No. B93417, and any
amendments or superseding versions thereof.
In the event of any inconsistency or conflict between the terms of the
AECI or this ATTACHMENT, the terms of this ATTACHMENT shall prevail.
Veeco agrees that the IBM SOURCE CODE contains confidential and
proprietary information of IBM developed by IBM at substantial cost
and expense and shall be treated as IBM confidential information.
Veeco shall protect the IBM SOURCE CODE for IBM. Veeco shall employ
reasonable precautions, at least as protective as the precautions it
uses to protect its own confidential information, to protect the IBM
SOURCE CODE from unauthorized copying, use, or disclosure and use the
IBM SOURCE CODE solely for the purpose for which it was disclosed or
otherwise for the benefit of IBM. Veeco shall allow access to the IBM
SOURCE CODE only to employees and contractors (under written
agreement) of Veeco who are performing services for Veeco related to
the purposes of this ATTACHMENT, who have a need to know information
contained in the IBM SOURCE CODE, and upon whom Veeco has imposed a
legal duty to protect the IBM SOURCE CODE from unauthorized copying,
use, or disclosure.
Page 17 May 13, 1997
<PAGE>
Veeco agrees to use its best efforts to prevent, prosecute, and enjoin
any actual or threatened unauthorized copying, use, or disclosure of
the IBM SOURCE CODE.
Veeco may disclose the IBM SOURCE CODE to the extent required by law.
However Veeco will give IBM prompt notice to allow IBM a reasonable
opportunity to obtain a protective order.
19.4 IBM will disclose and deliver one copy of the IBM SOURCE CODE to Veeco
within thirty (30) days of Veeco's written request. The IBM SOURCE
CODE shall contain only the code that enables the graphical user
interface to operate and run at the personal computer level. The IBM
SOURCE CODE does not include the CD serve SOURCE CODE nor any third
party SOURCE CODE.
19.5 The IBM SOURCE CODE is provided "AS IS" without any warranty or
indemnification.
19.6 IBM will not provide any technical support, maintenance modifications
or enhancements to Veeco for the IBM SOURCE CODE.
19.7 INVENTIONS made by Veeco's personnel are Veeco's property. Veeco may
grant IBM a license under all patents issuing on and patent
applications filed on these INVENTIONS under a separate agreement with
terms and conditions provided by Veeco.
19.8 INVENTIONS made by MTC's personnel are IBM's property. IBM may
grant Veeco a license under all patents issuing on and patent
applications filed on these INVENTIONS under a separate agreement
with terms and conditions provided by IBM.
Both parties will jointly own all JOINT INVENTIONS and resulting
patents. Either party may license others under JOINT INVENTIONS
and patent applications filed on or patents issuing from them,
without accounting to or consent from the other.
Page 18 May 13, 1997
<PAGE>
When both parties equally share the costs associated with seeking
patent protection, IBM will prepare the patent application,
unless agreed to otherwise. IBM will advise Veeco of the status
of the application and will consider Veeco's proposed comments
and suggestions about it.
If either party decides not to share equally in the expenses of
seeking patent protection in a JOINT INVENTION, the other party
may do so at its own expense. The paying party will control the
obtaining of, and maintenance of, such patents. The paying party
may request the assistance of the non-paying party in obtaining
patent protection. The non-paying party will provide reasonable
assistance and have required documents signed at the expense of
the paying party. The non-paying party retains ownership in
JOINT INVENTIONS and resulting patents.
19.9 In the event of termination of this ATTACHMENT 2 in accordance
with Section 17.0 of the AGREEMENT, Veeco grants to IBM, its
Subsidiaries, and its and their successors, assigns, and
customers, direct and indirect (including, but not limited to,
dealers, distributors and agents), a worldwide, irrevocable,
nonexclusive, nontransferable, and paid-up license under any
patent or patent applications owned or licensable by Veeco (to
the extent any portion of such patent or patent applications is
incorporated and made part of the PRODUCT as defined under this
ATTACHMENT and has occurred during the term of this ATTACHMENT)
to make, have made, use, have used, lease, sell and/or otherwise
transfer the PRODUCT, including DERIVATIVE WORKS thereof, either
alone or in combination with equipment or software or both.
Page 19 May 13, 1997
<PAGE>
SECTION 20.0 LICENCE OPTIONS
20.1 In the event that IBM: a) withdraws PRODUCT units from
manufacturing; or b) limits the quantity of available PRODUCTS
permanently; or c) fails to maintain ongoing engineering support
of the PRODUCT, while Veeco continues to maintain its exclusive
marketing rights, IBM shall offer Veeco: i) a non-exclusive right
and licence to those patents and copyrights (including the IBM
SOURCE CODE as defined in Section 19.4) owned by IBM which are
used to manufacture the PRODUCT units; ii) an exclusive right to
manufacture the PRODUCT (to the extent IBM can convey such
rights) for customers in the Microelectronics and Data Storage
Industries; and iii) an exclusive technology transfer, to
manufacture the PRODUCT, including prints, build procedures,
documentation and consulting services, in whole or in part, for
customers in the Microelectronics and Data Storage Industries.
The rights and licenses in (i), (ii) and (iii) above shall be
provided by IBM under a separate agreement containing IBM's then
applicable terms and conditions. Veeco shall provide IBM with
written acceptance of such offer within sixty (60) days of IBM's
offer. Should Veeco not accept IBM's offer in writing within the
above described sixty (60) days, such offer shall be deemed
rejected.
20.2 IBM shall use commercially reasonable efforts to provide Veeco
written notice within one hundred eighty (180) days of the
occurrence of any one of the events described in the first
paragraph of 20.1 above.
SECTION 21.0 PATENTS AND COPYRIGHTS
21.1 IBM will, at IBM's expense, defend Veeco against any claim that
PRODUCT unit(s) supplied hereunder infringe a patent or copyright
in any country that IBM conducts business and IBM will pay
resulting costs, damages and attorney's fees finally awarded
Page 20 May 13, 1997
<PAGE>
by a court or which are paid in settlement of such claim.
21.2 To qualify for such defense and payment, Veeco must:
a) give IBM prompt written notice of any such claim, provided that
failure to give such notice shall not relieve IBM of any
obligation hereunder except to the extent its obligation to i)
defend such claim and/or ii) pay any resulting costs, damages and
attorney's fees, are actually prejudiced thereby; and
b) allow IBM to control the defense, and fully cooperate with IBM in
the defense and all related settlement negotiations.
21.3 IBM's obligation under this Section is conditioned on Veeco's
agreement that if PRODUCT unit(s), or the operation thereof,
become, or in IBM's opinion are likely to become, the subject of
such a claim, Veeco will permit IBM, at its option and expense,
either to procure the right for Veeco to continue marketing and
using PRODUCT unit(s) or to replace or modify them so that they
become non-infringing; and, if neither of the foregoing
alternatives is available on terms which are reasonable in IBM's
judgement, upon IBM's written request, Veeco will return such
PRODUCT unit(s) to IBM. IBM agrees to grant Veeco a refund equal
to the price paid to IBM by Veeco for the returned unused PRODUCT
unit(s).
21.4 IBM shall have no obligation with respect to any claim based upon
Veeco's modification of PRODUCT unit(s) or the combination,
operation or use of PRODUCT unit(s) with equipment, data or
programs not furnished by IBM.
21.5 This Section states IBM's entire obligation to Veeco regarding
infringement or the like.
Page 21 May 13, 1997
<PAGE>
SECTION 22.0 GENERAL PROVISIONS
22.1 Veeco understands that during the term of this ATTACHMENT, the
focal point for all communications between IBM and Veeco
regarding the SXM 200M (Manual) shall be the MTC for IBM. The
MTC shall schedule any necessary meetings and coordinate all
exchanges of any materials related to the SXM 200M (Manual)
between Veeco and IBM.
22.2 The MTC shall use commercially reasonable efforts to provide
Veeco with advance copies of any MTC public announcement material
limited to press releases, trade articles, trade show or
conference papers, advertisements or mailings which are released
by the MTC and related to the PRODUCT. Veeco shall notify the
MTC of any announcement material which Veeco finds to be
misleading or inaccurate. MTC will immediately cease
distributing any such materials and take those steps necessary to
correct such announcement material. IBM shall use commercially
reasonable efforts to review such documents with Veeco prior to
MTC's release of the materials.
22.3 During the term of this ATTACHMENT and if applicable, IBM shall
offer Veeco marketing rights to other scanning probe microscopy
technology products developed by the MTC under a separate
agreement containing IBM's then applicable terms and conditions.
Veeco shall provide IBM with written acceptance of such offer
within sixty (60) days of IBM's offer. Should Veeco not accept
IBM's offer in writing within the above described sixty (60)
days, such offer shall be deemed rejected.
22.4 In the event IBM in the exercise of its sole discretion invites
third parties to submit bids for the manufacturing of PRODUCTS in
whole or in part, during the term of and in performance of this
ATTACHMENT, IBM shall use commercially reasonable efforts to
invite Veeco to submit a bid
Page 22 May 13, 1997
<PAGE>
for such activity. IBM reserves the right to reject any and all bids
if it so deems necessary.
22.5 The parties agree to use commercially reasonable efforts to
follow the process for ENGINEERING CHANGES pursuant to Exhibit 5
of ATTACHMENT 1 to the AGREEMENT.
IN WITNESS WHEREOF, THE PARTIES HERETO HAVE CAUSED THIS ATTACHMENT TO BE
EXECUTED BY THEIR RESPECTIVE AUTHORIZED REPRESENTATIVES:
INTERNATIONAL BUSINESS VEECO INSTRUMENTS, INC.
MACHINES CORPORATION
By: By:
Name (Type or Print) Name (Type or Print)
Title: Title:
Date: Date:
Page 23 May 13, 1997
<PAGE>
EXHIBIT 1
PRODUCT DESCRIPTION AND SPECIFICATIONS
1.0 DESCRIPTION
IBM SXM 200M (Manual) Atomic Force Microscopes ("PRODUCT") are intended for
use in laboratory and manufacturing environments. The PRODUCT is designed
for single specimen use without wafer handlers and associated robotics for
multiple sample handling. The PRODUCT is based in IBM's Nobel Prize
winning technologies of Scanning Tunneling Microscopy and the subsequent
development of Atomic Force Microscopy. The PRODUCT includes a base
configuration of contact or non-contact, mode (also known as repulsive and
attractive modes), and handles samples of up to 200mm in size and up to
10mm in thickness. System configurations may include optional enhancements
such as MFM, CD AFM, and HD.
1.1 PRODUCT CONFIGURATION
ITEM STANDARD OPTION
Mode of operation Non-Contact MFM
CD AFM
HD
Scan correction closed loop closed loop (.2%)
(linearity .2%)
Scan ranges 45 microns 75 microns
105 microns
Sample stage motorized motorized
Sample size 200 mm 10 mm 200 mm 10 mm
thickness thickness
Light optics top view power-zoom top view power zoom
& focus & focus
Tip approach automatic automatic
Output video printers
PC Pentium 100 Min Pentium 100 Min
Page 24 May 13, 1997
<PAGE>
Tip exchange Two tip holders as required
included
Scan speeds Approximately as as required
fast as currently
available for the
relevant technologies.
IBM and Veeco agree that a device with functional requirements and an OEM
sales price substantially similar to those provided below will not be
considered a unit of Product under this Exhibit:
Sensing: Laser Deflection System
Modes: ID/CD/HD/MFM
Liquid Cell
Lateral Force
STM
Envelope: Up to 100mm (but in no event greater than 100mm)
Sample Height: 20mm
Stage: Open Loop
Scanner: Open Loop
Lierarity: 5%
Optics: Top View, Fixed Mag
OEM Sales
Price: Approximately [XXXXXXX]
1.2 CD AFM
CD-AFM extends the standard attractive mode AFM technique to allow true
profiling of vertical and slightly undercut feature sidewalls. It uses a
special flared tip coupled with a measurement of slope and a special
tracking technique to gather data on local surface position and slope. The
CD-AFM system uses the local surface position and slope information in a
novel servo and scanning system to move the tip along the surface in path
coordinates as data is gathered.
Page 25 May 13, 1997
<PAGE>
In general, the capabilities of CD-AFM complement the Standard Noncontact
AFM technique. Complementary features include:
* Profiling of vertical and near vertical side-walls of micron-sized
features, even in the presence of small undercuts.
* Precise measurements of side-wall angles.
* Measurement of the width of small lines or trenches, with a precision
nearing the nanometer.
* Precise pitch measurements.
* Visualization of hidden structures such as etch undercuts.
* Unlike SEM, no sample preparation or vacuum load is necessary.
* Nondestructive measurement: no breakage of wafers, no electron beam
induced damage.
* Capability to inspect both conductors and insulators with equal
precision; including photoresist.
* Accurate method of measuring slopes on feature side walls.
1.3 GRAPHICAL USER INTERFACE
IBM shall develop the graphical user interface for the PRODUCT which
includes all entry and user interaction panels, as well as the rendering
and treatment of imaging data and analysis software, all of which is IBM
CODE.
1.4 IMPLEMENTATION SCHEDULE AND MILESTONES
The following major milestones relate to the engineering and manufacturing
activities described above.
Page 26 May 13, 1997
<PAGE>
MILESTONE # MILESTONE DESCRIPTION MONTH
1 ATTACHMENT executed 1
2 Demonstration of sample 1
stage mechanics
3 Demonstration of 2
scanner/laser deflection sensor
4 Demonstration of user interface 3
5 IBM delivery of [XXXXX XXX] 5
prototype units of PRODUCT
6 Prototype unit demonstration 6
scanmode: MFM
7 PRODUCT acceptance 7
DEFINITION OF THE MILESTONES:
In-Line Optics
The demonstration will consist of functionally showing the optics in their final
production state. The performance as outlined in the specification document
will be demonstrated.
Sample Stage Mechanics
The demonstration will show the stage mechanics assembled and operational. The
stage will be moved to predetermined positions, and repeatability of the
locations will be observed according to the specification document.
Page 27 May 13, 1997
<PAGE>
Scanner/Laser Deflection Sensor
The scanner integrated with the new laser deflection system will be shown. The
assembly may not be in its final working state; however, the mechanics will be
completely assembled.
User Interface
The user interface (screens and image display) will be demonstrated. The
screens will show a first level of integration (assumes that the GUI will
undergo continuous improvement). The instrument may not be able to operate in
its complete and final state.
Prototype Unit Demonstration. Scan Modes: NC, HD, CD
At the completion of this milestone, the BTSXM will be capable of operating in
each of the modes mentioned above. The scanner and laser deflection system will
be operational. The optics will be integrated and operational. The BTSXM will
essentially operate as it would in a customer beta site in the three scan modes
indicated.
Prototype Unit Demonstration. Scan Modes: MFM
The instrument will be demonstrated as a Magnetic Force Microscope, in addition
to the other scan modes as stated in milestone 6.
Production Available
The BTSXM will be available in early production quantity.
2.0 PRODUCT SPECIFICATIONS
1. PRODUCT DESCRIPTION
The PRODUCT is a multi-mode Scanning Probe Microscope designed for measurements
of micron and submicron features to near Angstrom resolution. The system is
designed to provide precision for vertical measurements at the nanometer level
and roughness examination at resolutions below 1.5 Angstroms. The PRODUCT is an
instrument particularly well suited for process development
Page 28 May 13, 1997
<PAGE>
laboratories in the microelectronics and storage industries. The PRODUCT is
also very competitively designed for applications requiring a very high degree
of scanning resolution.
The system is intended to provide very precise measurements using four modes of
scanning techniques: Non-Contact (NC) attractive mode AFM, 2 dimensional
scanning (CD), High Definition (HD) intermittent contact mode and Magnetic Force
Microscopy. The PRODUCT is designed to perform a broad range of measurements on
a multitude of materials under a variety of scanning conditions.
The PRODUCT includes a x-y sample positioning stage, laser deflection sensor,
scanning apparatus, optical microscope with CCD camera for view sample/tip
positioning, drive electronics and computer hardware and software necessary to
collect and analyze sample information. It is capable of measuring multiple
sites on samples having diameters of up to 200mm. Measurements are made in
ambient conditions without sample preparation or sectioning, in manual or
automatic mode.
2. SCAN MODES AVAILABLE
2.1 STANDARD SCAN MODE:
2.1.1. Non-contact Attractive Mode with low amplitude vibrating
probe
2.2 OPTIONAL SCAN MODES:
2.2.1. Critical Dimension sidewall profiling mode, with bimodal
vibrating probe and dimensional servo system
2.2.2. High Definition, intermittent contact implementation with
high amplitude vibrating probe
2.2.3. Magnetic Force Microscopy
Page 29 May 13, 1997
<PAGE>
3. EQUIPMENT CONFIGURATION
3.1 COMPUTER HARDWARE
3.1.1. IBM Model PC750 with 100Mhz Pentium Processor (minimum)
3.1.2. Gbyte hard drive
3.1.3. 32 MByte of RAM
3.1.4. 1.44 MByte 3.5" high density diskette drive
3.1.5. 17 inch SVGA monitor. Optional configuration available with
21 inch monitor.
3.1.6. Software interface through keyboard and trackball (or
mouse).
3.2 SOFTWARE CONTROL SYSTEM:
3.2.1. The operating system provides an easy to learn and use
interface with intuitive pull-down menus and pop-up windows,
integrated live video and graphic imaging. Icons are
provided for the most common functions of the instrument.
3.2.2. The user interface is integrated graphically with a
trackball, using a simple "point and shoot" method. The
scan controls are interactive and real time, without the
need to stop the scan to modify most system parameters, such
as scan size, redefinition of scan center, scan speed,
number of lines and points acquired. Scan speed is
adaptive, based on automatic observation of topography
gradients in AFM modes. Tip approach and lock are fully
automatic.
The software is implemented in a multitasking Windows NT
operating system environment. Two levels of user password
protection are implemented. Each user has the ability to
Page 30 May 13, 1997
<PAGE>
define, store and recall preferred parameter pre-sets. Such
customized scanning environments are stored as icons that
can be annotated for future use.
3.2.3. An graphical data Visualizer is integrated and able to
display images in 24bit, real time display. Image colors
can be changed interactively from a floating palette. Scan
data is displayed in a variety of modes, such as line/wire
mesh view, 2D bitmap view, 3D height map view, 3D shaded and
Topographic views. Images can be rotated and illuminated
thru the use of a virtual light source. Subsets can be
viewed thru 3D zoom and pan functions in any of the view
modes.
3.3 SAMPLE STAGE:
3.3.1. The sample stage consists of a hybrid mechanical and air
bearing motion system, designed to be vertically and
laterally rigid. The path between probe and sample is
optimized for thermal and mechanical stability thru
extensive use of Super-Invar NiFe.
3.3.2. The stage sample holder is vacuum assisted and manually
loaded thru a front access door. Load/Unload selections are
launched from a menu box. Icons are defined for the most
common sample to tip interactive functions.
3.4 SAMPLE VIEWING
3.4.1. An optical microscope and CCD camera are located in line
with the scan axis providing concurrent viewing of the probe
and the sample. The resulting magnification yields a field
of view range of 0.37mm x 0.5mm to 2.6mm x 3.5mm, thru a 7:1
zoom arrangement. The microscope employs optics with
motorized focus and zoom. The resolution allows viewing of
1um features.
Page 31 May 13, 1997
<PAGE>
3.4.2. A multimedia adapter is used to digitize video images and
display them directly to a single 17" monitor, concurrently
used as the computer interface monitor. The live image
window allows images of the sample and tip to be overlaid on
the computer interface monitor, eliminating the need for a
second screen. A software reticule can be displayed over
the video image of the sample surface to aid in accurate
sample placement.
3.5 SCANNER
3.5.1. The scanner is a linear mechanical flexure with orthogonal
piezo stacks in XYZ. The scanner is manufactured of
SuperInvar NiFe. The design imparts motion to the probe,
with fully programmable 3 axis movement and positioning
capability anywhere within its range. Each of the motion
axes is controlled in a closed-loop method employing highly
linear capacitive sensors.
4. PERFORMANCE SPECIFICATIONS:
4.1 SAMPLE HANDLING
4.1.1. Standard positioning stage: Motorized, closed loop with
linear encoders
4.1.2. Sample Size: 200mm x 200mm
4.1.3. Sample Thickness: Up to 10mm standard
4.1.4. Maximum sample weight: 1000 grams
4.1.5. Stage Positioning Resolution: .25um resolution
4.1.6. Stage Positioning Accuracy: +10um
Page 32 May 13, 1997
<PAGE>
4.1.7. Stage Positioning
Repeatability: 2um
4.1.8. On board calibration mount for optional tip calibration
artifacts
4.2 SCANNER
Scan Field, X and Y [xx]um x [xx]um
Optional scan ranges: [xx]um x [xx]um
[xxx]um X [xxx]um
4.2.1. Scan Range, Z: [xx]um standard
4.2.2. Linearity: [xx]% standard for X Y and Z
4.2.3. Flatness, XY: < than [xx] Angstroms for up to
[xx]um range
< than [xxx] Angstroms for [xxx]um
range
4.2.4. Orthogonality: [xxx] Degrees
4.3 SCAN RESOLUTION
4.3.1. Smallest Discernible Feature
Lateral: [x xx] Angstroms in NC mode
[x xx] Angstroms laterally in HD Mode
Vertical: [x x] Angstrom (in HD Mode)
[x x] Angstroms in NC
4.3.2. Vertical Noise: [x x] Angstrom RMS (measured in HD
mode)
Page 33 May 13, 1997
<PAGE>
4.3.3. Bitwise Electronic Horizontal [x]
Resolution Angstroms
Vertical < than [xxxx] Angstrom
4.3.4. Static Precision:
Vertical dimensions: [x] nm or [xxxxx]% three sigma, whichever
greater. Static precision is defined by three standard deviations
of a computed measurement for at least twenty scan images, each
including a minimum of four scan lines, without moving the sample.
4.3.5. Dynamic Precision:
Vertical dimensions: [x] nm or [xxxxx]% three sigma, whichever
greater. Dynamic Precision is defined by three standard deviations
of a computed measurement for at least twenty scan images, each
including a minimum of four scan lines, for which the tip was
approached to the surface prior to each scan.
5. ANALYTICAL FUNCTIONS
Several image analysis routines are provided as listed below:
Automatic measurements can be performed on an entire dataset, or
any user selected portion thereof.
ANALYSIS ROUTINES: Cross section image slicing tool with cursor
measurements, point to point measurements of distance, height and
angle in a dialog box (in all view modes), image subset, 2D and
3D zoom, tilt correction, several levels of smoothing and
sharpening matrix filters, 8 levels of Laplace filters, mean
value and median filters, 1D and 2D Fast Fourier Transforms,
roughness, line width, trench width, pitch computation, tilt
correction, planar flatness correction, and depth analysis.
Page 34 May 13, 1997
<PAGE>
6. DATA HANDLING AND STORAGE
6.1.1. The PRODUCT stores data directly on the fixed drive of the
computer. A printer port is provided for hard copy output
of these results which can be printed on both paper and
transparency media. Soft copy output of such results to 3.5
inch high density disks or other storage media such as
magneto optical drives and tape back up are optionally
available. Commonly used LAN connections are available as
an option for data access and storage.
7. PROBE TIPS
7.1.1. The PRODUCT will use integrated silicon cantilever GMTC
micromechanical tops. GMTC tips are available in two types
as described in the table below. The tip cantilever can be
viewed optically without removing the head. Tip replacement
is accomplished by replacing the tip holder containing a
pre-mounted tip.
- --------------------------------------------------------------------------------
Part Nominal Spec'd Spec'd Maximum
Tip Type Number Total Tip Bottom Undercut
Height Height Diameter
- --------------------------------------------------------------------------------
SC 9991 [x] um >[xxx] um < [xx] nm [xxx] cone
- --------------------------------------------------------------------------------
SR 9991-2 [x] um >[xxx] um < [xx] nm [xxx] cone
- --------------------------------------------------------------------------------
ST 9999-3 [x] um >[xxx] um < [xx] nm [xxx] cone
- --------------------------------------------------------------------------------
CD 0.50 9992-50 [x] um >[xxx] um < [xxx] nm [xxx] nm
- --------------------------------------------------------------------------------
CD 0.35 9992-35 [x] um >[xxx] um < [xxx] nm [xx] nm
- --------------------------------------------------------------------------------
CD 0.25 9992-25 [x] um >[xxx] um < [xxx] nm [xx] nm
- --------------------------------------------------------------------------------
8. VIBRATION ISOLATION
8.1.1. The PRODUCT incorporated a bridge to sample mechanism
specifically designed to be rigid and to reduce mechanical
vibrations. Standard vibration isolation is passive, with
Page 35 May 13, 1997
<PAGE>
kinematic damping pads located under the base of the
instrument.
An optional active vibration isolation platform is available.
The optional table for the PRODUCT will feature a resonant
frequency of less than 2Hz and ensure that noise levels do not
exceed 1 Angstrom under normal operating conditions.
Normal conditions are defined as the following:
=======================================================
Frequency Range PRODUCT Specification
(Hz)
=======================================================
1 to 8 Displacement < 5.0 in
-------------------------------------------------------
8 to 50 Velocity < 250 in/sec
-------------------------------------------------------
50 to 200 Acceleration < 0.08 in/sec2
=======================================================
9. PHYSICAL SPECIFICATIONS
Approximately .6m wide by .6m deep by .3m tall
Power: 110V, 20 Amps or 220V 10 Amps, 50 or 60Hz
Safety interlocks for sample positioner and laser
CE compliant
Page 36 May 13, 1997
<PAGE>
10. THE PRODUCT IS SHIPPED WITH THE FOLLOWING ITEMS:
QUANTITY DESCRIPTION
2 Tip/Bimorph assemblies
2 1D tips mounted on the tip assemblies
1 Operation/Maintenance Manuals
1 Special tool kit for routine maintenance
1 Tip replacement kit
1 Final test procedure documentation
1 Spare lamps and fuses
Page 37 May 13, 1997
<PAGE>
EXHIBIT 2
MANUALS AND DOCUMENTATION
1.0 IBM grants to Veeco a nonexclusive, non-transferable right and license to
prepare and distribute to END-USERS the following Manuals, under the terms
and conditions specified in this Exhibit to ATTACHMENT 2.
Manuals
1 Maintenance Procedure Manual
1 Operation Manual
1 Service Manual
2.0 For purposes of this Exhibit, "Veeco's Manual" means a derivative work
prepared solely for the marketing and/or installation of the PRODUCT
purchased under this ATTACHMENT. A 'derivative work' is a work based upon
one or more preexisting works, such as a translation, dramatization,
fictionalization, motion picture version, sound recording, art
reproduction, abridgment, condensation, or any other form in which a work
may be recast, transformed, or adapted. A work consisting of editorial
revisions, annotations, elaborations, or other modifications which, as a
whole, represent an original work of authorship, is a 'derivative work'."
Veeco's Manual shall not include any IBM trademark or trade name and shall
not reference IBM as the source of the PRODUCT except as otherwise
authorized by IBM in writing, and shall include a copyright notice
identifying Veeco as the copyright holder.
3.0 This license is limited to the Manuals and documentation listed in Section
1.0 of this Exhibit. No license is granted herein, either expressly or by
implication, estoppel or otherwise under any patent or other legally
protectable right, or with respect to any other copyrighted materials.
4.0 Veeco's license shall be effective upon the signing of ATTACHMENT 2 by both
parties and, unless otherwise agreed by the parties in writing, shall
continue until one (1) year after the last shipment of PRODUCT. In no
event shall this
Page 38 May 13, 1997
<PAGE>
license extend beyond three (3) years after termination of this ATTACHMENT
2.
Page 39 May 13, 1997
