Asset Purchase Agreement - Asyst Technologies Inc., Asyst Automation Inc. and Palo Alto Technologies Inc.


                            ASSET PURCHASE AGREEMENT
                         DATED AS OF SEPTEMBER 30, 1997

                                  BY AND AMONG

                            ASYST TECHNOLOGIES, INC
                           A CALIFORNIA CORPORATION,

                             ASYST AUTOMATION, INC
                             A DELAWARE CORPORATION

                                      AND

                          PALO ALTO TECHNOLOGIES, INC
                            A CALIFORNIA CORPORATION



                   [*]=CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN 
                   OMITTED AND FILED SEPARATELY WITH THE COMMISSION. 
                   CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH 
                   RESPECT TO THE OMITTED PORTIONS.




 
                               TABLE OF CONTENTS
 
                                                                            PAGE
 
SECTION 1.  SALE OF ASSETS..................................................  1
 
SECTION 2.  CONSIDERATION FOR TRANSFER OF THE ASSETS........................  2
      2.1   Purchase Price..................................................  2
      2.2   Earn-Out Payments...............................................  2
      2.3   Audit...........................................................  2
      2.4   Conversion......................................................  2
      2.5   License Back....................................................  3
      2.6   Distribution....................................................  3
 
SECTION 3.  THE CLOSING.....................................................  3
      3.1   The Closing.....................................................  3
      3.2   Documents to be Delivered at Closing............................  3
      3.3   Use of Assets...................................................  4
 
SECTION 4.  REPRESENTATIONS AND WARRANTIES OF SELLERS.......................  4
      4.1   Organization; Power; Good Standing..............................  4
      4.2   Authority, Approval and Enforceability..........................  4
      4.3   No Conflict.....................................................  4
      4.4   No Consent Required.............................................  5
      4.5   Title to Assets.................................................  5
 
SECTION 5.  REPRESENTATIONS AND WARRANTIES OF BUYER.........................  5
      5.1   Organization; Power; Good Standing..............................  5
      5.2   Authority, Approval and Enforceability..........................  5
      5.3   No Conflict.....................................................  5
      5.4   No Consent Required.............................................  6
 
SECTION 6.  ADDITIONAL AGREEMENTS...........................................  6
      6.1   Confidentiality.................................................  6
      6.2   Payment of Expenses.............................................  6
      6.3   Sales, Transfer and Use Taxes...................................  6
      6.4   Information Relating to Taxes...................................  7
      6.5   Employees.......................................................  7
      6.6   Buyer's Advisors................................................  7
      6.7   Further Assurances..............................................  7
 
SECTION 7.  MISCELLANEOUS...................................................  7
      7.1   Entire Agreement................................................  7
      7.2   Amendment and Waiver............................................  7

                                      i.



                               TABLE OF CONTENTS
                                  (CONTINUED)
 
                                                                            PAGE

      7.3   Delays or Omissions.............................................  7
      7.4   Assignment:  Binding Upon Successors and Assigns................  8
      7.5   Notices.........................................................  8
      7.6   Survival of Representations and Warranties......................  9
      7.7   Incorporation of Schedules and Exhibits.........................  9
      7.8   Expenses........................................................  9
      7.9   Captions........................................................  9
      7.10  Severability....................................................  9
      7.11  Governing Law...................................................  9
      7.12  Counterparts....................................................  9
      7.13  Attorneys' Fees.................................................  9

                                      ii.


 
                           ASSET PURCHASE AGREEMENT


     THIS ASSET PURCHASE AGREEMENT (the "Agreement") is entered into as of
September 30, 1997, by and among ASYST TECHNOLOGIES, INC., a California
corporation and ASYST AUTOMATION, INC., a Delaware corporation (collectively,
the "Sellers") and PALO ALTO TECHNOLOGIES, INC., a California corporation (the
"Buyer").

                                    RECITALS

     WHEREAS, Sellers have been engaged in the business of developing and
marketing automation products for use in semiconductor manufacturing and has
announced its intention to withdraw from such business (the "Business");

     WHEREAS, Sellers have in the course of operating the Business developed
preliminary product designs and prototypes for products related to the
automation of semiconductor manufacturing that have not been marketed and
Sellers own certain equipment useful in this product development that it will
not need to meet its remaining customer obligations associated with the
Business; and

     WHEREAS, Buyer desires to purchase from Sellers and Sellers desire to sell
to Buyer, such software, designs, prototypes and equipment, together with
Sellers' intellectual property rights pertaining thereto all as described in
Exhibit A hereto (collectively, the "Assets") on the terms and subject to the
conditions hereinafter set forth.

                                   AGREEMENT

     NOW, THEREFORE, in consideration of the foregoing recitals and the mutual
promises, representations, warranties, covenants and agreements hereinafter set
forth, and intending to be legally bound, the parties hereto hereby agree as
follows:

SECTION 1.  SALE OF ASSETS.  Upon the terms and subject to the conditions set
forth in this Agreement, on the Closing Date (as defined below), Sellers shall
sell, convey, assign, grant, transfer and deliver to Buyer, and Buyer shall
purchase, acquire and receive from Sellers the Assets, free and clear of all
liens, mortgages, pledges, security interests, restrictions, prior assignments,
encumbrances and claims of every kind, nature or character ("Liens").

     The parties acknowledge that Sellers' rights under the Software License
Agreement (the "License Agreement") among Asyst Automation, Inc., Toshiba
Mechatronics Co., Ltd. ("Toshiba") and Mitsui & Co., Ltd. (relating to the MCS
software) are intended to be included in the Assets but that the License
Agreement may only be assigned by Sellers to Buyer with the consent of Toshiba.
Sellers will use commercially reasonable efforts to obtain such consent.
Notwithstanding any such assignment, Sellers shall remain responsible to pay
Toshiba the installment payments set forth in Section 5.1 of the License
Agreement and Buyer shall be liable

                                      1.


 
for royalties payable under Section 5.2 of the License Agreement for software
sold by Buyer.  Sellers shall have no further liability to Buyer pursuant to the
License Agreement.

     Any intellectual property relating to the Field (as defined below) which is
developed by Sellers' employees whose principal work related to the Field
including Mihir Parikh and Anthony Bonora on or before December 31, 1997, shall
be deemed to be included within the Assets and to be the property of Buyer.

SECTION 2.  CONSIDERATION FOR TRANSFER OF THE ASSETS

     2.1  PURCHASE PRICE.  Subject to the terms and conditions of these
Agreement, in consideration of the transfer of the Assets, Buyer shall pay to
Sellers the "Earn-Out Payments" (as defined below) up to an aggregate of
$2,000,000.

     Notwithstanding anything else in this Agreement to the contrary, except as
specifically set forth in Section 1, Buyer shall not assume, pay, perform, or
discharge, and Sellers shall solely retain, pay, perform and discharge, all
obligations and liabilities of Sellers relating to the Business, whether
disclosed, undisclosed, direct, indirect, fixed or contingent, known or unknown,
incurred in the ordinary course of business or otherwise.

     2.2  Earn-Out Payments.  Subject to the terms and conditions of this
Agreement, in consideration of the transfer of the Assets, Buyer shall pay to
Sellers Earn-Out Payments equal to 4.0% of the Gross Revenue of Buyer.  The
Gross Revenue of Buyer means the Buyer's actual revenue from all sources
relating to transport systems and transfer (conveyor to tool loadport and/or
stocker) systems in connection with manufacturing automation (the "Field") less
freight, sales tax and insurance, and shall be determined using Generally
Accepted Accounting Principles.  The Earn-Out Payments shall be paid quarterly
within forty-five (45) days following the end of each quarter (the "Payment
Date").  On each Payment Date, Buyer shall deliver to Sellers a statement
setting forth in reasonable detail the Gross Revenue of Buyer and the Earn-Out
Payments.

     2.3  AUDIT.  For six (6) months following the payment of the final Earn-Out
Payment, Sellers shall have reasonable access to the financial books and records
of Buyer and Buyer's successor-in-interest of the Business for the purpose of
auditing the Earn-Out Payments, subject to reasonable confidentiality
restrictions.  If the audit results in any additional payments to Sellers in
excess of ten thousand dollars ($10,000) (the "Minimum Earn-Out Discrepancy"),
then Buyer shall be liable for the fees and expenses of the auditor.  If the
audit results in no additional payments to Sellers or payments below the Minimum
Earn-Out Discrepancy, then Sellers shall be liable for the auditor's fees and
expenses.  Buyer shall make any additional payments to the Sellers within twenty
(20) days after the completion of the audit.  The auditor shall be a national
accounting firm satisfactory to the Sellers and Buyer.

     2.4  CONVERSION.  The right to receive Earn-Out Payments pursuant to
Section 2.1 may be converted, at the option of Sellers, into shares of Buyer's
securities sold at the closing of an equity financing for Buyer in which the
aggregate gross proceeds raised by Buyer (including any

                                      2.


 
previous sales of Buyer's equity) is at least $3,000,000; provided, however that
if such conversion would cause Sellers to own more than 9.5% of the outstanding,
voting stock of Buyer, then only such amount of Earn-Out Payments that would
convert into 9.5% of the outstanding voting stock of the Company may be
converted and the remaining Earn-Out Payments shall remain available for
conversion at the option of Sellers in any subsequent financing.  The number of
shares issuable to Sellers upon conversion of the Earn-Out Payments in
connection with any financing shall be equal to the principal amount of Earn-Out
Payments that is being converted divided by the price per share at which Buyer
sells its equity securities in such financing.  Sellers shall not have the right
to convert Earn-Out Payments which have been paid by Buyer pursuant to Section
2.2, and the amount of any such payments shall be deducted from the balance
available for conversion hereunder.

     2.5  LICENSE BACK.  The parties acknowledge that Sellers' products may
contain intellectual property sold to Buyer pursuant to this Agreement,
accordingly, Buyer grants to Sellers the worldwide, non-exclusive, royalty-free,
fully-paid and perpetual right and license, with the right of sublicense, in and
to the intellectual property included within the Assets to use, sell,
distribute, reproduce, modify, make and have made, any of the Sellers' current
products in the Field and any of Sellers' current and future products outside
the Field.  The limitations on such license in this Section 2.5 with respect to
the Field shall expire on May 15, 2002.

     2.6  DISTRIBUTION.    Buyer hereby grants Sellers the non-exclusive,
worldwide right and license to distribute and sell any of Buyer's products on
terms and conditions mutually acceptable to Buyer and Sellers which are no less
favorable than the most favorable terms granted to other distributors of Buyer,
provided that Buyer may grant exclusive distribution rights to third parties in
particular markets if such exclusive distribution rights are first offered to
Sellers on the same terms and conditions as later offered to such third party
and Sellers do not accept the offer; provided, however, that Sellers have or are
reasonably expected to have the capability of performing such exclusive
distribution function in such particular markets in a reasonably comparable
manner to such third party.  This Section 2.6 shall terminate on the earlier of
(i) the fifth anniversary of this Agreement or (ii) if Sellers offer for sale
their own products relating to the automation of semiconductor manufacturing
which compete directly with Buyer's products.

SECTION 3.  THE CLOSING.

     3.1  THE CLOSING.  The closing of the transactions contemplated hereby (the
"Closing") shall be held at the offices of Cooley Godward LLP, Five Palo Alto
Square, 3000 El Camino Real, Palo Alto, California at 10:00 a.m. Pacific Time on
September 30, 1997 or such other place, time and date as Buyer and Sellers may
mutually select.  The time and date on which the Closing is actually held is
referred to herein as the "Closing Date."

     3.2  DOCUMENTS TO BE DELIVERED AT CLOSING.  On the Closing Date, subject to
the terms and conditions of this Agreement, Sellers shall deliver to Buyer such
bills of sale, assignments, endorsements and other recordable instruments of
assignment, transfer and conveyance, in form and substance reasonably
satisfactory to Buyer and its counsel, as shall be

                                      3.


 
effective to vest in Buyer all of the right, title and interest of Sellers in
and to the Assets free and clear of all Liens.

     3.3  USE OF ASSETS.  Following the Closing, Sellers shall be entitled to
use the Assets as necessary for the wind-up of Asyst Automation, Inc.  In such
case, the physical transfer of such Assets shall occur on a date to be agreed by
the parties, but no later that September 30, 1997, and Sellers shall insure the
Assets for the benefit of Buyer until such transfer.

SECTION 4.  REPRESENTATIONS AND WARRANTIES OF SELLERS.

     Except as set forth on the Schedule of Exceptions, Sellers hereby represent
and warrant to Buyer as follows:

     4.1  ORGANIZATION; POWER; GOOD STANDING.  Asyst Technologies, Inc. is a
corporation duly organized, validly existing and in good standing under the laws
of the State of California, Asyst Automation, Inc. is a corporation duly
organized, validly existing and in good standing under the laws of the State of
Delaware, each of the Sellers has all requisite corporate power and authority to
own, operate and lease its properties and to carry on its business as now
conducted and is qualified to do business and is in good standing as a foreign
corporation in each jurisdiction in which the failure so to qualify could have a
material adverse effect on Sellers, taken as a whole, or the Assets.

     4.2  AUTHORITY, APPROVAL AND ENFORCEABILITY.

          (a) Each of the Sellers has full corporate power and authority to
execute, deliver and perform its obligations under this Agreement and all
agreements, instruments and documents contemplated hereby, and all corporate
action of Sellers necessary for such execution delivery and performance has been
duly taken.

          (b) This Agreement is a legal, valid and binding obligation of
Sellers, and, upon due execution and delivery by the parties thereto, all
agreements, instruments and documents to be executed by Sellers in connection
with the transactions contemplated hereby will be legal, valid and binding
obligations of Sellers, each enforceable against Sellers in accordance with
their respective terms, except as enforcement may be limited by applicable
bankruptcy, insolvency, reorganization, moratorium or similar laws affecting
creditors' rights generally, and subject to general equity principles and to
limitations on availability of equitable relief, including specific performance.

     4.3  NO CONFLICT.  The execution and delivery by Sellers of this Agreement
and any other agreements, instruments and documents to be executed and delivered
by Sellers pursuant hereto do not, and the performance and consummation by
Sellers of the transactions contemplated hereby and thereby will not, conflict
with or result in any breach or violation of or default, termination, forfeiture
or lien under (or upon the failure to give notice or the lapse of time, or both,
result in any conflict with, breach or violation of or default, termination,
forfeiture or lien under) any terms or provisions of Sellers' charter documents,
each as amended,

                                      4.


 
or any statute, rule, regulation, judicial or governmental decree, order or
judgment, to which Sellers is a party or to which Sellers or the Assets are
subject.

     4.4  NO CONSENT REQUIRED.  No consent, authorization, approval, order,
license, certificate or permit or act of or from, or declaration or filing with,
any foreign, federal, state, local or other governmental authority or regulatory
body or any court or other tribunal to which Sellers or the Assets are subject
is required for the execution, delivery or performance by Sellers of this
Agreement or any of the other agreements, instruments and documents being or to
be executed and delivered hereunder or in connection herewith or for the
consummation of the transactions contemplated hereby or thereby.

     4.5  TITLE TO ASSETS.  Sellers have good and marketable title to the
Assets, free and clear of all Liens.  Upon delivery by Sellers to Buyer of the
Assets at Closing, Buyer will acquire good and marketable title to the Assets
free and clear of all Liens.

SECTION 5.  REPRESENTATIONS AND WARRANTIES OF BUYER.

     As a material inducement to Sellers to enter into this Agreement, Buyer
represents and warrants to Sellers as follows:

     5.1  ORGANIZATION; POWER; GOOD STANDING.  Buyer is a company duly
organized, validly existing and in good standing under the laws of the State of
California, has all requisite corporate power and authority to own, operate and
lease its properties and to carry on its business as now conducted and is
qualified to do business and is in good standing as a foreign corporation in
each jurisdiction in which the failure so to qualify could have a material
adverse effect on the business, assets, operations or financial condition of
Buyer.

     5.2  AUTHORITY, APPROVAL AND ENFORCEABILITY.

          (a) Buyer has full corporate power and authority to execute, deliver
and perform its obligations under this Agreement and all agreements, instruments
and documents contemplated hereby, and all corporate action of Buyer necessary
for such execution, delivery and performance has been duly taken.

          (b) This Agreement is a legal, valid and binding obligation of Buyer,
and, upon due execution and delivery by the parties thereto, all agreements,
instruments and documents to be executed by Buyer in connection with the
transactions contemplated hereby will be legal, valid and binding obligations of
Buyer, each enforceable against Buyer in accordance with its respective terms,
except as enforcement may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium or similar laws affecting creditors' rights
generally, and subject to general equity principles and to limitations on
availability of equitable relief, including specific performance.

     5.3  NO CONFLICT.  The execution and delivery by Buyer of this Agreement
and any other agreements, instruments and documents to be executed and delivered
by Buyer pursuant


                                      5.


 
hereto do not, and the performance and consummation by Buyer of the transactions
contemplated hereby and thereby will not, conflict with or result in any breach
or violation of or default, termination, forfeiture or lien under (or upon the
failure to give notice or the lapse of time, or both, result in any conflict
with, breach or violation of or default, termination, forfeiture or lien under)
any terms or provisions of Buyer's charter documents, each as amended, or any
statute, rule, regulation, judicial or governmental decree, order or judgment,
agreement, lease or other instrument to which Buyer is a party or to which Buyer
or its assets are subject that has or is likely to have a material adverse
effect on the business, assets, operations or financial condition of Buyer.

     5.4  NO CONSENT REQUIRED.  No consent, authorization, approval, order,
license, certificate or permit or act of or from, or declaration or filing with,
any foreign, federal, state, local or other governmental authority or regulatory
body or any court or other tribunal or any party to any contract, agreement,
instrument, lease or license to which Buyer is a party or to which Buyer or its
assets are subject that has or is likely to have a material adverse effect on
the business, assets, operations or financial condition of Buyer, is required
for the execution, delivery or performance by Buyer of this Agreement or any of
the other agreements, instruments and documents being or to be executed and
delivered hereunder or in connection herewith or for the consummation of the
transactions contemplated hereby.

SECTION 6.  ADDITIONAL AGREEMENTS.

     6.1  CONFIDENTIALITY.  For a period of three years from the date of this
Agreement, each party hereto shall hold in confidence and use its best efforts
to have all of their respective employees, agents, representatives and
affiliated companies hold in confidence all documents and other written material
containing information of a confidential nature belonging to the other party
(including, but not limited to, the intellectual property rights contained in
the Assets), and, except as contemplated by this Agreement, shall not disclose,
publish, use or permit others to use the same; provided, however, that the
foregoing restriction shall not apply to any portion of the foregoing which:
(i) becomes generally available to the public in any manner or form through no
fault of either party, or their respective employees, agents or representatives;
(ii) is released for disclosure by one party with the other party's consent or
(iii) when such disclosure is required by a court or a governmental agency or is
otherwise required by law or is necessary in order to establish rights under
this Agreement or any other agreements referred to herein.

     6.2  PAYMENT OF EXPENSES.  Whether or not the transactions contemplated by
this Agreement are consummated and, except as otherwise may be expressly
provided herein, each party shall pay its own fees, expenses and disbursements
and those of its respective agents, representatives, consultants, accountants
and counsel incurred in connection with this Agreement and all other costs and
expenses incurred in the performance and compliance with all conditions to be
performed by such party under this Agreement.

     6.3  SALES, TRANSFER AND USE TAXES.  Sellers shall pay all sales, transfer
and use taxes arising out of the transfer of the Assets.

                                      6.


 
     6.4  INFORMATION RELATING TO TAXES.  Sellers shall furnish to Buyer from
time to time after the Closing Date any information reasonably requested by
Buyer which is in the possession of or reasonably available to Sellers to permit
Buyer: (i) to file on a timely basis its federal income tax returns and its
estimated federal income tax returns and any other tax returns which may be
required by any federal, state, local or foreign tax authority, and (ii) to
comply with orders issued by any federal, state, local or foreign governmental
authority.

     6.5  EMPLOYEES.  Buyer may hire any employee of Asyst Automation, Inc. or
any employee of Asyst Technologies, Inc. whose principal work relates to the
Field, however, such hired employees must give Sellers three months written
notice of the termination of their employment with Sellers.

     6.6  BUYER'S ADVISORS.  It is understood that Mihir Parikh and Anthony
Bonora will serve as advisors to or directors of Buyer while continuing to serve
as employees and officers of Sellers.  The parties agree that any intellectual
property relating to the Field developed by Mihir Parikh and Anthony Bonora
which is developed by either of them while in Sellers' employ shall nevertheless
be deemed to be the property of Buyer; provided, however, that if either Mihir
Parikh or Anthony Bonora use the laboratory or testing equipment of Sellers in
developing such intellectual property, then such intellectual property shall be
the property of Sellers pursuant to the Proprietary Information and Inventions
Assignment Agreement or similar agreement between Sellers and Mihir Parikh or
Anthony Bonora, respectively.

     6.7  FURTHER ASSURANCES.  Sellers, at any time after the Closing, at the
request of Buyer and at Buyer's sole expense, shall execute, acknowledge and
deliver any further assignments, conveyances and other assurances, documents and
instruments of transfer, and will take any other action consistent with the
terms of this Agreement, that may reasonably be necessary for the purpose of
assigning, granting and confirming to Buyer all Assets to be conveyed pursuant
to this Agreement.

SECTION 7.  MISCELLANEOUS.

     7.1  ENTIRE AGREEMENT.  This Agreement, including the schedules and
exhibits hereto, contains the entire understanding among the parties hereto and
with respect to the subject matter hereof and supersedes all prior and
contemporaneous agreements, understandings, representations, inducements or
conditions, express or implied, oral or written, except as set forth herein. The
express terms hereof control and supersede any course of performance and/or
usage of the trade inconsistent with any of the terms hereof.

     7.2  AMENDMENT AND WAIVER. This Agreement may not be modified, amended or
supplemented other than by an agreement in writing executed by all parties
hereto.  No waiver shall be binding unless executed in writing by the party
making the waiver.  No waiver of any provisions, breach or default of this
Agreement shall be deemed or shall constitute a waiver of any other provision,
whether or not similar, nor shall any waiver constitute a continuing waiver.

                                      7.


 
     7.3  DELAYS OR OMISSIONS.  It is agreed that no delay or omission to
exercise any right, power or remedy accruing to any party, upon any breach,
default or noncompliance  by another party under this Agreement, shall impair
any such right, power or remedy, nor shall it be construed to be a waiver of any
such breach, default or noncompliance, or any acquiescence therein, or of or in
any similar breach, default or noncompliance thereafter occurring. It is further
agreed that any waiver, permit, consent or approval of any kind or character of
any breach, default or noncompliance under this Agreement or any waiver of any
provisions or conditions of the Agreement must be in writing and shall be
effective only to the extent specifically set forth in such writing.  All
remedies, either under this Agreement or otherwise afforded to any party, shall
be cumulative and not alternative.

     7.4  ASSIGNMENT:  BINDING UPON SUCCESSORS AND ASSIGNS.  Neither party
hereto may assign any of its rights or obligations hereunder without the prior
written consent of the other party hereto.  This Agreement will be binding upon
and inure to the benefit of the parties hereto and their respective successors
and permitted assigns.

     7.5  NOTICES.  All notices, requests, demands and other communications
required or permitted under this Agreement and the transactions contemplated
herein shall be in writing and shall be deemed to have been duly given, made and
received on the date when delivered by hand delivery with receipt acknowledged,
or upon the next business day following receipt of telex or telecopy
transmission, or upon the third day after deposit in the United States mail,
registered or certified with postage prepaid, return receipt requested,
addressed as set forth below:

          (a)  If to Buyer:

                         Palo Alto Technologies, Inc.
                         c/o Michael Danaher
                         Wilson Sonsini Goodrich & Rosati
                         650 Page Mill Road
                         Palo Alto, CA  94304
                         Telephone:  (415) 493-9300
                         Telecopy:   (415) 493-6811
 
          (b)  If to Sellers:
 
                         Asyst Technologies, Inc.
                         48761 Kato Road
                         Fremont, Ca 94538
                         Telephone:  (510) 661-5000
                         Telecopy:   (510) 661-5151
                         Attn:  Douglas J. McCutcheon

Any party may alter the addresses to which communications or copies are to be
sent by giving notice of such change of address in conformity with the
provisions of this Section 7.5 for the giving of notice.


                                      8.


 
     7.6  SURVIVAL OF REPRESENTATIONS AND WARRANTIES.  All representations and
warranties made by any party to this Agreement or pursuant hereto shall survive
the Closing.  The representations and warranties hereunder shall not be affected
or diminished by any investigation at any time by or on behalf of the party for
whose benefit such representations and warranties were made.

     7.7  INCORPORATION OF SCHEDULES AND EXHIBITS.  All schedules, exhibits and
other documents and written information required to be delivered pursuant to
this Agreement are incorporated into this Agreement by this reference and are
warranted by the party or parties which deliver the same to be accurate and
complete in all material respects.

     7.8  EXPENSES.  Each party will bear its respective expenses and legal fees
incurred with respect to this Agreement, and the transactions contemplated
hereby.

     7.9  CAPTIONS.  The captions contained in this Agreement are for
convenience and reference purposes only and shall not affect in any way the
meaning and interpretation of this Agreement.

     7.10 SEVERABILITY.  If any provision of this Agreement, or the application
thereof, will for any reason and to any extent be invalid or unenforceable, the
remainder of this Agreement and application of such provision to other persons
or circumstances will be interpreted so as reasonably to effect the intent of
the parties hereto.  The parties further agree to replace such void or
unenforceable provision of this Agreement with a valid and enforceable provision
that will achieve, to the greatest extent possible, the economic, business and
other purposes of the void or unenforceable provision.

     7.11 GOVERNING LAW.  In all respects, including all matters of
construction, validity and performance, this Agreement shall be governed by, and
construed and enforced in accordance with, the laws of the State of California
applicable to contracts made and performed in such state, without regard to the
principles thereof regarding conflict of laws.

     7.12 COUNTERPARTS.  This Agreement may be executed in any number of
counterparts, each of which shall be deemed to be an original and all of which
shall together constitute one and the same instrument.  This Agreement shall
become binding when one or more counterparts hereof shall bear the signatures of
all of the parties indicated as the signatories hereto.

     7.13 ATTORNEYS' FEES.  In the event that any action or proceeding is
brought by either party to enforce or interpret any provision, covenant or
condition contained in this Agreement, the prevailing party in such action or
proceeding (whether after trial or appeal) shall be entitled to recover from the
party not prevailing its expenses therein, including reasonable attorneys' fees
and allowable costs.

                                      9.


 
     IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first above written.


     BUYER:                   PALO ALTO TECHNOLOGIES, INC.
                              a California company



                              By: /s/ Mihir Parikh
                                  ----------------------------
                              Name:   Mihir Parikh
                              Title:  Chairman


     SELLERS:                 ASYST TECHNOLOGIES, INC.
                              a California corporation



                              By: /s/ Douglas J. McCutcheon
                                  -----------------------------
                                  Douglas J. McCutcheon
                                  Senior Vice President and
                                  Chief Financial Officer


                              ASYST AUTOMATION, INC.
                              a Delaware corporation



                              By: /s/ Douglas J. McCutcheon
                                  ------------------------------
                                  Douglas J. McCutcheon
                                  Senior Vice President and
                                  Chief Financial Officer

                                      10.


 
                                   EXHIBIT A
                                   ---------


1.0   TRANSPORT SYSTEM (AKA, "SMART-CONVEYOR" OR 'ATS')
- ----  -------------------------------------------------

  1.1 Designs, concepts, drawings, system hardware, electronics software,
      engineering notebooks, assembly documentation.
  1.2 Data/Information regarding suppliers, Bill of Materials, costs, PCB
      artwork, tools.
  1.3 Intellectual property invention and patent disclosures (as per attached
      list), files, notebooks, agreements between Asyst Automation and with
      AESOP dated June 18, 1996.
  1.4 Data on tests, performance, simulation, market studies.
  1.5 Prototype and related hardware of conveyor, rotator ('director'),
      miscellaneous subsystems and components, such as motors, PCB, computer,
      minienvironment test bed, pods, cassettes, boxes for testing.


2.0   TRANSFER (CONVEYOR TO TOOL LOADPORT AND/OR STOCKER) SYSTEM
- ----  ----------------------------------------------------------

  2.1 Concept, designs invention/patent disclosures (as per attached list) for
      mechanisms for loading tool port or other locations from conveyor.
  2.2 Concept, designs, invention/patent disclosure (as per attached list) for
      modifications, enhancement, additions to cassettes, pods, containers to
      facilitate, improve transfer, transport or loading of tool ports.

3.0   MATERIAL ROUTING MANAGEMENT AND SOFTWARE
- ----  ----------------------------------------

  3.1 Concept, designs, invention/patent disclosure (as per attached list) for
      use of identification and tracking systems (bar code, Smart-Tags,
      long/short range IR or RF devices) for enabling, enhancing transport,
      transfer and loading of tool ports.
  3.2 Material Control Software ("MCS") and Tracker Software including PLC,
      standalone and embedded for routing, managing and scheduling of lot
      (cassette, pod, container) movement and delivery.
  3.3 Toshiba developed and licensed to AAI MCS software as per agreement with
      Asyst Technologies and Toshiba Mechatronics Company, LTD. dated March 12,
      1997.

4.0   MISC. ASSETS FROM AAI AVAILABLE NO LATER THAN SEPTEMBER 30,1997
- ----  ---------------------------------------------------------------

  4.1 Up to ten (10) computers, ten (10) printers, one (1) network server
      computer, and two (2) copiers presently on AA1 asset list. These items are
      to be first available and selected by the buyer before being made
      available to ATI or any other party.
  4.2 Office desks, chairs, bookcases, and office dividers, etc. for up to ten
      (10) professionals. These items are to be first available and selected by
      the buyer before being made available to AT1 or any other party.

                             STRICTLY CONFIDENTIAL


 
                              LIST OF DISCLOSURES
                              -------------------
                                        
57. [*]

78. [*]

xx. [*] 

xx. [*]

xx. [*]

xx. [*]




                   [*] CERTAIN INFORMATION ON THIS PAGE HAS BEEN
                   OMITTED AND FILED SEPARATELY WITH THE COMMISSION.
                   CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH
                   RESPECT TO THE OMITTED PORTIONS.


 
                                  BILL OF SALE

     ASYST TECHNOLOGIES, INC., a California corporation, and ASYST AUTOMATION,
INC., a Delaware corporation  (collectively, the "Assignors"), which have been
engaged in the business of developing and marketing automation products for use
in semiconductor manufacturing (the "Business"), for good and valuable
consideration to them, receipt of which is hereby acknowledged, do hereby sell,
assign, transfer, and convey unto PALO ALTO TECHNOLOGIES, INC., a California
corporation (hereinafter called "Assignee"), its successors and assigns, all
rights (whether at common law or otherwise), title and interest in and to
certain product designs and prototypes for products related to the Business that
have not been marketed, certain software and certain equipment, together with
the intellectual property pertaining thereto, all as described on Exhibit A to
the Asset Purchase Agreement dated September 30, 1997 by and among the Assignors
and the Assignee (collectively, the "Assets"), free and clear of all liens,
mortgages, pledges, security interests, restrictions, prior assignments,
encumbrances and claims of every kind, nature or character ("Liens"), to have
and to hold the Assets forever.

     Assignors, subject to the terms of the Asset Purchase Agreement relating to
the sale of Assignors' assets, do hereby warrant, covenant, and agree that they:

          (a) have good and marketable title to the assets, business, and
goodwill hereby sold, assigned, transferred, conveyed, and delivered;

          (b) will warrant and defend the sale of said assets, business, and
goodwill against all and every person or persons whomsoever claiming to or
making claim against any or all of the same; and

          (c) will take all steps necessary to put Assignee, its successor or
assigns, in actual possession and operating control of said assets.

     IN WITNESS WHEREOF, Assignors have caused the same to be signed this 30th
day of September, 1997.


ASYST AUTOMATION, INC.                                  ASYST TECHNOLOGIES, INC.



By:  /s/ Douglas J. McCutcheon              By:  /s/ Douglas J. McCutcheon
     ---------------------------                 ---------------------------
     Douglas J. McCutcheon                       Douglas J. McCutcheon
     Senior Vice President and                   Senior Vice President and
     Chief Financial Officer                     Chief Financial Officer



                                      1.


 
                        INTELLECTUAL PROPERTY ASSIGNMENT


     THIS ASSIGNMENT is made this 30th day of September, 1997, by ASYST
TECHNOLOGIES, INC., a California corporation and ASYST AUTOMATION, INC., a
Delaware corporation, (collectively, the "Assignors"), in favor of PALO ALTO
TECHNOLOGIES, INC., a California corporation (the "Assignee").

     WHEREAS, Assignors and Assignee have entered into that certain Asset
Purchase Agreement dated September 30, 1997 (the "Asset Purchase Agreement"),
which, along with the promises contained herein, constitute mutual consideration
for the promises herein;

     NOW, THEREFORE, for consideration the adequacy and receipt of which is
hereby acknowledged, the Assignors hereby:

     1.  ASSIGN to Assignee all of its right, title and interest in and to the
intellectual property referenced on Exhibit A of the Asset Purchase Agreement.

     2.  AGREE to assist Assignee in every proper way, at Assignee expense, to
obtain and enforce United States and foreign proprietary rights relating to any
and all inventions, original works of authorship, developments, improvements or
trade secrets assigned hereunder.  To that end Assignors will execute, verify
and deliver such documents and perform such other acts (including appearing as a
witness) as Assignee may reasonably request for use in applying for, obtaining,
perfecting, evidencing, sustaining and enforcing such proprietary rights and the
assignment thereof.

     3.  APPOINT and designate irrevocably Assignee and its duly authorized
officers and agents as its agent and attorney-in-fact, to act for and in its
behalf to execute, verify and file any such documents and to do all other
lawfully permitted acts to further the purposes of the preceding paragraph with
the same legal force and effect as if executed by Assignors, in the event
Assignee is unable for any reason, after reasonable effort, to secure Assignors'
signature on any document needed in connection with the actions specified in the
preceding paragraph.  Assignors hereby waive and quitclaim to Assignee any and
all claims of any nature whatsoever which it now or may hereafter have for
infringement of any proprietary rights assigned hereunder to the Assignee.

     IN WITNESS WHEREOF, Assignors have executed this Assignment as of the day
and year first above written.

ASSIGNORS
Asyst Technologies, Inc.                 Asyst Automation, Inc.


/s/ Douglas J. McCutcheon                /s/ Douglas J. McCutcheon
- --------------------------               --------------------------- 
DOUGLAS J. MCCUTCHEON                    DOUGLAS J. MCCUTCHEON
Senior Vice President and                Senior Vice President and
Chief Financial Officer                  Chief Financial Officer