{"id":42406,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/joint-venture-agreement-innotech-corp-and-credence-systems.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"joint-venture-agreement-innotech-corp-and-credence-systems","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/operations\/joint-venture-agreement-innotech-corp-and-credence-systems.html","title":{"rendered":"Joint Venture Agreement &#8211; Innotech Corp. and Credence Systems Corp."},"content":{"rendered":"<pre>                           JOINT VENTURE AGREEMENT\n                                        \n     This Agreement is made and entered into this 10th day of June 1997, by and\nbetween INNOTECH CORPORATION, a corporation organized and existing under the\nlaws of Japan with its principal place of business located at 2-15-10\nShinyokohama, Kouhoku-ku, Yokohama-shi, Kanagawa 222, Japan (hereinafter\nreferred to as \"Innotech\") and CREDENCE SYSTEMS CORPORATION, a corporation\norganized and existing under the laws of the State of Delaware, with its\nprincipal place of business located at 215 Fourier Avenue, Fremont, California\n94539 USA (hereinafter referred to as \"Credence\").\n\n     WHEREAS, Innotech is in the business of selling equipment and services to\nusers of automatic test equipment in Japan;\n\n     WHEREAS, Credence is in the business of manufacturing automatic test\nequipment and related products; and\n\n     WHEREAS, Innotech and Credence desire to establish a Japanese company as a\njoint venture company (\"JVC\") for the purpose of localizing, customizing,\ndeveloping, and manufacturing in Japan (\"Territory\") products defined below as\nJVC Products, for resale by Innotech in the Territory and by Credence outside\nthe Territory;\n\n     NOW, THEREFORE, in consideration of the mutual covenants and agreements\ncontained herein, the parties agree as follows:\n\n\n                                   ARTICLE 1.\n                                  DEFINITIONS\n\n     1.1  \"Person\" means a natural individual, partnership, firm, company,\ncorporation, and any other form of business association.\n\n     1.2  \"Control\" means the possession, direct or indirect, of the power to\ndirect or cause the direction of the management and policies of a person,\nwhether through the ownership of voting securities, by contract, through members\nof the board of directors, or otherwise.\n\n     1.3  \"Affiliate\" means a Person that directly, or indirectly through one\nor more intermediaries, Controls, or is Controlled by, or is in common Control\nwith, the Person specified.\n\n                                       1\n\n\n \n     1.4  \"Localize\" means to source and qualify components manufactured by\nthird parties in the Territory for use in the JVC Products.\n\n     1.5  \"Customize\" means to design and manufacture JVC Products according\nto customer requirements, from components and\/or subassemblies purchased from\nCredence or qualified third party vendors.\n\n\n                                   ARTICLE 2.\n                   EFFECTIVE DATE AND TERM OF THIS AGREEMENT\n                                        \n     2.1  EFFECTIVE DATE.  As soon as this Agreement has been signed, the\nparties hereto shall be obligated to take every reasonable step to cooperate\nwith each other in obtaining the requisite approvals, validations, rulings and\nconsents provided for in this Agreement or made necessary thereby.  The parties\nshall not be obligated to proceed further, however, with the action which they\nare to take under this Agreement until the \"Effective Date\", which shall mean\nthe date which the following conditions shall have been met to the satisfaction\nof both Innotech and Credence: (i) the appropriate Japanese government agencies\nshall have approved and validated the acquisition of shares of JVC by Innotech\nand Credence; and (ii) Innotech and Credence shall have received an opinion of\nJapanese counsel acceptable to both parties to the effect that the shares of JVC\nto be issued to Innotech and Credence pursuant to this Agreement, and to be paid\nfor as provided for herein, will when issued and paid for, be validly issued,\nfully paid and non-assessable.\n\n     2.2  DURATION.  This Agreement shall continue to be effective and in full\nforce for five (5) years (the \"Initial Term\") after the date set forth at the\nbeginning of this Agreement, unless terminated pursuant to Section 10 hereof.\nThe Initial Term may be extended with the written agreement signed by both\nparties hereto at least 90 days prior to the expiration of the Initial Term.  In\nthe event such written agreement is not reached within such 90 day time period,\nthis agreement shall be terminated and Credence shall have the option to either\n(i) purchase  Innotech's entire stock ownership of JVC at the time of such\ntermination for its fair market value as determined by a qualified appraiser\nmutually agreed upon by the parties and paid for on an equal basis by the\nparties, or (ii) cause JVC's dissolution, in which case both parties shall\n\n                                       2\n\n\n \npromptly take all the procedures to have JVC dissolved and liquidated in\naccordance with the laws of Japan.\n\n\n                                   ARTICLE 3.\n                           GOVERNMENTAL AUTHORIZATION\n                                        \n  3.1  REPORT OR NOTIFICATION TO THE GOVERNMENTAL AUTHORITIES.  Each party\nhereto shall be obligated to and cooperate with the other party to file any\nsubsequent report or prior notification, as the case may be, with the\nappropriate Japanese governmental authorities, which may be required by the\napplicable Japanese law with respect to the execution or performance of this\nAgreement.\n\n\n                                   ARTICLE 4.\n                   INCORPORATION OF THE JOINT VENTURE COMPANY\n                                        \n       4.1  DEADLINE.  Promptly after the execution of this Agreement and the\ncompletion of governmental procedures required to be completed prior to the\nestablishment of JVC, the parties shall cause JVC to be established as a joint\nstock corporation in accordance with the terms herein and the laws of Japan by\n5th day of September 1997 (the \"Deadline\").\n\n       4.2  CAPITAL.\n\n            4.2.1  The authorized capital of JVC shall be Four Hundred Million\nYen (400,000,000) to be represented by Eight Thousand (8,000) shares of common\nstock, each having par value of fifty thousand yen (50,000). The initial paid-in\ncapital of JVC to be issued at the time of incorporation shall be One Hundred\nMillion Yen (100,000,000) to be represented by Two Thousand (2,000) shares of\ncommon stock.\n\n            4.2.2  Credence shall, at the time of incorporation, subscribe for\nand purchase One Thousand and One (1,001) shares of common stock for Fifty\nMillion and Fifty Thousand Yen (50,050,000), and Innotech shall, at the time of\nincorporation, subscribe for and purchase Nine Hundred and Ninety-Nine (999)\nshares of common stock for Forty-Nine Million, and Nine Hundred and Fifty \nThousand Yen (49,950,000). Each party hereto shall pay for their respective\n\n                                       3\n\n\n \nshares in Japanese yen in cash, and shall have preemptive rights on the issuance\nof any new shares thereby allowing each party to maintain its percentage\nownership of the capital stock.\n\n     4.3  EXPENSES. All costs of forming JVC as agreed upon by the parties\nhereto other than those legally permissible without being inspected by an\nofficial inspector pursuant to Article 173 (1) of the Japanese Commercial Code\nto be borne by JVC shall be shared pro rata by the parties hereto according to\ntheir respective percentage ownership of the capital stock as set forth in\nparagraph 4.2.2 above.\n\n     4.4  PURPOSES OF JVC. Innotech and Credence shall organize JVC for the\npurposes of localizing, customizing, developing, and manufacturing, as the case\nmay be, in the Territory, the equipment set forth in Exhibit B and any\nadditional equipment that may be added thereto by mutual agreement of the\nparties (hereinafter cumulatively referred to as \"JVC Products\"), and selling\nthe JVC Products to Innotech for exclusive resale by Innotech in the Territory\npursuant to a Distribution Agreement between Innotech and JVC which shall be in\nform and substance identical or substantially identical to the draft\ndistribution agreement attached hereto as Exhibit D, and to Credence and its\naffiliates for exclusive resale outside of the Territory pursuant to a\nDistribution Agreement between Credence and JVC which shall be in form and\nsubstance identical or substantially identical to the draft distribution\nagreement attached hereto as Exhibit E.  JVC shall not terminate the\naforementioned Distribution Agreements with the parties hereto without cause as\nlong as the parties are major shareholders of JVC.\n\n     4.5  ARTICLES OF INCORPORATION OF THE JOINT VENTURE COMPANY.  The parties\nhereby agree that JVC shall be organized in accordance with the Articles of\nIncorporation which shall be made in the Japanese language and translated into\nthe English language and shall be in form and substance identical or\nsubstantially similar to the draft Articles of Incorporation (\"Draft Articles\"),\nattached hereto as Exhibit A.\n\n\n                                   ARTICLE 5.\n                                     STOCK\n                                        \n\n\n     5.1  PREEMPTIVE RIGHTS.  Each party shall have a preemptive right to\nsubscribe for shares of any class whenever they may be issued by JVC.  Such\npreemptive right shall be provided for in the Articles of Incorporation of JVC.\n\n                                       4\n\n\n \n     5.2  TRANSFER OF SHARES.\n\n          5.2.1  RESTRICTION ON TRANSFER.  Except as expressly provided in this\nAgreement neither party shall sell, transfer, pledge nor otherwise dispose of\nany shares in JVC without the prior approval of the Board of Directors of JVC.\nSuch restriction on transfer of shares in JVC shall be provided for in the\nArticles of Incorporation of JVC.\n\n          In addition to the foregoing, neither party shall sell, transfer,\npledge nor otherwise dispose of any shares in JVC without the prior approval of\nthe other party except in cases expressly provided in this Agreement.\n\n          5.2.2  TRANSFER TO EMPLOYEES OR OFFICERS. Notwithstanding any other\nprovisions hereof, either party may sell or transfer up to ten percent (10%) of\nits shares in JVC to the party's employees and officers.  In this case, the\nshare transferred to either party's employees and officers shall be deemed to be\nowned by such transferring party; provided that in the event any of such\nemployees or officers leaves the employment of such transferring party, the\ntransferring party shall buy back all the shares in JVC possessed by such\nemployees or officers.\n\n          5.2.3  FIRST REFUSAL RIGHT.  Except as provided in Section 5.2.2\nabove, the parties mutually agree that each of them shall have the right of\nfirst refusal in respect of the shares of JVC held by the other and that any\nsale, assignment, transfer, mortgage, pledge or other encumbrances of its shares\nof JVC by either of them shall be subject to the following provision that if\neither party (the \"Selling Party\") shall desire to sell, assign, or transfer any\nor all of its shares, it shall give the other party written notice of such\ndesire, setting forth in such notice all of the details of such contemplated\nsale, assignment or transfer, including without limitation thereto, the price,\ncurrency, terms and conditions of such proposed transaction and the identity and\naddress of the proposed purchaser or transferee. The consideration in the case\nof any such contemplated transaction may not be unique, or not readily\nprocurable, or a service to be performed for the Selling Party. The other party\nshall have sixty (60) days after receipt of such notice to exercise its right of\nfirst refusal option to purchase such shares at the same price, in the same\ncurrency, and upon the same terms and conditions that the Selling Party has been\noffered and is willing to accept from the proposed purchaser or transferee, by\nmailing to the Selling Party a written notice thereof. If the other party so\nexercises its right of first refusal option to purchase, it shall have an\nadditional four (4) months after such exercise within which to make payment for,\nand take title to, the stock of the Selling Party. If the other party does not\nso exercise its right of first refusal option, the Selling Party may sell,\nassign or transfer such shares to the proposed\n\n                                       5\n\n\n \npurchaser or transferee pursuant to the terms and conditions set forth in such\nnotice to the other party.\n\n\n                                   ARTICLE 6.\n                                   MANAGEMENT\n                                        \n     6.1  MANAGEMENT OF JVC.\n\n          6.1.1  BOARD OF DIRECTORS.  The number of the Directors of JVC shall\nbe not less than six (6) and not more than ten (10). Innotech shall have the\nright to nominate five (5) of the Directors and Credence shall have the right to\nnominate five (5). The parties agree to vote their shares so as to appoint the\nnominees as Directors of JVC. In case a director dies, resigns, or is removed\nprior to the fulfillment of his term, then the parties agree to fill the vacancy\npromptly and to vote their shares so as to appoint as his replacement a director\nnominated by the party who nominated the director whose death, resignation, or\nremoval created the vacancy. The parties further agree to cause their\nrespectively nominated and elected Directors to comply with all terms and\nconditions set forth in this Agreement, all applicable laws, and all resolutions\nof the Board of Directors.\n\n          6.1.2 CHAIRMAN AND REPRESENTATIVE DIRECTOR. The number of\nRepresentative Directors of JVC shall be one (1). The Representative Director\nshall be elected through a meeting of the Board of Directors, and the parties\nagree to cause their respectively nominated and elected Directors to vote so as\nto elect such Representative Director nominated by Innotech and to elect a\ndirect or nominated by Credence as Chairman. Once so elected, the parties\nfurther agree that the Representative Director shall be the President of JVC.\nThe President of JVC shall have the authority to conduct the daily operation of\nJVC pursuant to the business plan approved by the Board of Directors of JVC.\n\n          6.1.3 STATUTORY AUDITORS. JVC shall have one (1) statutory auditor\nnominated by Credence or, if Innotech desires, two (2) statutory auditors, in\nwhich case, one shall be nominated by Credence and the other by Innotech. The\nparties agree to vote their shares so as to appoint the nominee(s) as statutory\nauditor(s) of JVC. In case a statutory auditor dies, resigns, or is removed\nprior to the fulfillment of his term, then the parties agree to fill the vacancy\npromptly and to vote their shares so as to appoint as his replacement a\nstatutory auditor as the case may be, \n\n                                       6\n\n\n \nnominated by the party who nominated the statutory auditor whose death,\nresignation, or removal created the vacancy.\n\n          The reasonable travel expense and accommodation charges of statutory\nauditor(s) attending the Meeting of the Board of Directors of JVC and\/or\nshareholder's Meeting of JVC shall be borne by JVC.\n\n          6.1.4  MEETINGS OF THE BOARD OF DIRECTORS.\n\n          (a)  Meetings of the Board of Directors shall be convened whenever\nnecessary but at least annually, and presided over by the Chairman of JVC.  In\ncase the Chairman is prevented from so doing, the President of JVC shall do so.\nAny Director may, whenever it is deemed necessary, request the Chairman to\nconvene a Meeting of the Board of Directors.  Meetings of the Board of Directors\nmay be conducted by video conference provided that a quorum of Directors are on\nthe line during the entire period of the meeting.\n\n          (b) Notice of all meetings of the Board of Directors shall be given at\nleast three (3) weeks in advance to each Director, and statutory auditor as\nappropriate, but where any matter requires such urgent action by the Board of\nDirectors as to preclude the possibility of giving notice as aforesaid, notice\nshall be given to each Director, and statutory auditor as appropriate, by\nfacsimile, as far in advance of the meeting as possible, but in no event less\nthan three (3) days prior thereto.\n\n          (c) The notice referred to in paragraph (b) above shall include an\nagenda of all matters to be considered at the meeting, in such detail as may be\nreasonable and necessary to permit the Directors, and statutory auditor(s) as\nappropriate, to study the matters which are to be considered at the meeting, and\nshall in any event describe in such detail any such matters which are referred\nto in Section 6.2 below.\n\n          (d) All resolutions of the Board of Directors shall be adopted by a an\naffirmative vote of six (6) or more Directors at a Meeting of the Board of\nDirectors. In the event of a tie vote by the Directors, adoption of the\nresolution shall be determined by a majority vote of all shareholders. \n\n          (e)  The substance of the proceedings at the Meeting of the Board of\nDirectors and the resolutions thereof shall be recorded in the Minutes of the\nMeeting in both the Japanese and English languages, which shall bear the names\nand the seals or signatures of the chairman of the Meeting, the Directors and\nthe Statutory Auditors present at the Meeting.  The original Minutes of the\nMeeting shall be preserved in the Head Office of JVC for a period of ten (10)\nyears.  \n\n                                       7\n\n\n \nCopies of the Minutes of Meetings of the Board of Directors shall be promptly\ndelivered to each shareholder along with a complete and accurate English\ntranslation thereof.\n\n          (f) Meetings of the Board of Directors shall be held in English.\nInterpretation into Japanese shall be provided at the request of any of the\nDirectors at the expense of JVC.\n\n          (g) The reasonable travel expense and accommodation charges of\nDirectors attending the Meeting of the Board of Directors of JVC and\/or\nshareholder's Meeting of JVC shall be borne by JVC.\n\n          6.1.5  ACTIONS REQUIRING APPROVAL BY THE BOARD OF DIRECTORS.  The\nfollowing actions require approval of the Board of Directors:\n\n          (a) The adoption, amendment or repeal of any share-handling\nregulation.\n\n          (b) Any borrowing or issue of bonds and\/or debentures.\n\n          (c) Any pledge or encumbrance of any shares, bonds or debentures.\n\n          (d) Any lending of money.\n\n          (e) Any guarantee of any obligation of any Person.\n\n          (f) The declaration of any dividend or other distribution of any kind.\n\n          (g) The investment or allocation of surplus funds.\n\n          (h) The transfer of any amount to reserves in any year out of\nearnings, after taxes.\n\n          (i) The establishment of salaries or other remuneration or allowances\nin excess of fifteen million Yen (15,000,000) per year per individual and\nthe salaries of the President and all persons reporting directly to the\nPresident.\n\n          (j) The adoption of any pension plan, bonus plan, plan for retirement\nallowances, or employee welfare plan or policy.\n\n          (k) The adoption of the business plan and operating budget.\n\n          (l) The organization of, or the acquisition or disposition of any\ninterest in the legal or beneficial ownership of any other company or\nbusiness organization.\n\n          (m) Any acquisition, mortgage, pledge, sale, assignment, transfer or\nother disposition of any capital having a value in excess of three million Yen\n(3,000,000) which has not been provided for in the business plan and budget.\n\n          (n) The manufacture of any new Products.\n\n          (o) Any agreement or transaction with any party hereto or any\nAffiliate of any such party, other than purchases or sales in the ordinary\ncourse of business.\n\n                                       8\n\n\n \n          (p) The establishment of prices paid to Credence for parts and\nservices, prices charged to Innotech and its affiliates for Products sold to\nInnotech and its affiliates, and prices charged to Credence and its affiliates\nfor Products sold to Credence and its affiliates.\n\n          (q) Any action substantially adversely affecting the financial\ncondition of JVC.\n\n          (r) Filing of any patent application.\n\n     6.2  ACCOUNTING.  JVC shall keep all books of accounts and make all\nfinancial reports in accordance with the standards prescribed by Japanese laws\nand regulations and established accounting principles in Japan, which, to such\nextent as may be practicable, shall also conform to Generally Acceptable\nAccounting Practices in the United States, and shall prepare preliminary\nfinancial statements, including without limitation a balance sheet and income\nstatement, within five (5) days after the end of each of the first three (3)\nquarters of Credence's fiscal year for the most recent quarter, followed by\nunaudited finalized versions thereof within fifteen (15) days; unaudited\nfinalized financial statements, including without limitation a balance sheet and\nincome statement, within fifteen (15) days after the end of the fourth quarter\nand its entire fiscal year; and such further reports as shall be required by the\nBoard of Directors, copies of which shall be forwarded to each party with an\nEnglish translation being provided to Credence.  JVC shall provide any financial\nstatement required by Credence to meet its United States reporting requirements\nas a public company.\n\n          6.2.1 CERTIFIED PUBLIC ACCOUNTANTS. JVC shall at its expense appoint a\nfirm of certified public accountants of good repute and mutually acceptable to\nboth Innotech and Credence, to audit its books of account for each accounting\nperiod. Said certified public accountants shall issue an audit report before the\nregular Meeting of Shareholders, copies of which shall be forwarded to each\nparty with an English translation being provided to Credence. Each audit report\nshall be in reasonable detail and shall contain such financial data as either\nInnotech or Credence may deem necessary in order to keep it advised of JVC's\nfinancial status. \n\n          6.2.2 RIGHT OF INSPECTION. At all times after JVC's incorporation,\neach party shall have the right by its duly authorized representative or\naccountant to inspect and have full access to all properties, books of account,\nrecords and the like of JVC, and JVC shall furnish to the requesting party all\ninformation concerning the same which the requesting party may reasonably\nrequire in connection with a complete examination thereof, and the requesting\nparty shall have the right to inspect and make copies from the books and records\nof JVC at all reasonable times.\n\n                                       9\n\n\n \n     6.3  PERSONNEL.  The parties agree that the policy of JVC is that it will\npay no salary or fees to anyone employed by Credence and\/or Innotech unless such\nperson is engaged full time in the operation of JVC and such salary or fee shall\nbe commensurate with amounts generally paid for such services in Japan.\n\n     6.4  MATERIALS AND COMPONENTS.  The sourcing of all materials and\ncomponents used in the manufacture of Products by JVC must be approved by\nCredence prior to such use.\n\n     6.5  LICENSE AGREEMENT.  For the manufacture and sale of the Products,\npromptly after the incorporation of JVC, Credence shall enter into a License and\nConsulting Agreement with JVC in form and substance as attached hereto as\nExhibit C.\n\n\n                                   ARTICLE 7.\n                            APPROPRIATION OF PROFIT\n                                        \n     The parties agree that JVC shall retain all profits (without payment of\ndividend) for use in expansion and development of JVC until the profitability\nand the expansion of JVC is assured by Innotech and Credence, and after that\ntime,  JVC may pay dividends.\n\n\n                                   ARTICLE 8.\n                                CONFIDENTIALITY\n                                        \n     8.1  CONFIDENTIAL OBLIGATIONS.  Innotech and Credence each covenants and\nagrees, during the term of this Agreement and for a period of five (5) years\nthereafter, on behalf of its Directors, officers, employees and agents to\nmaintain in strict confidence and not to make any unauthorized use of the\nConfidential Information (hereinafter defined) received from the other party and\nJVC, as the case may be, pursuant to this Agreement. The Confidential\nInformation shall be (i) disclosed in writing or in other tangible form and\nclearly marked as confidential at the time of disclosure, or (ii) disclosed\norally or in other intangible form and clearly indicated as confidential at the\ntime of disclosure and, within thirty (30) days after such disclosure, followed\nup with a written notice stating the content and nature of such Confidential\nInformation.\n\n                                       10\n\n\n \n     8.2  EXCEPTIONS.  The obligations in this Section 8 will not apply to any\ninformation which (i) is or becomes available to the public other than by breach\nof this Agreement by the receiving party, or (ii) is or has been rightfully\nreceived by the receiving party from a third party, or disclosed by the\ndisclosing party to a third party, without any restrictions as to its use or\ndisclosure, or (iii) is or has been independently developed by the receiving\nparty.\n\n\n                                   ARTICLE 9.\n                          REPRESENTATION AND WARRANTY\n                                        \n     The parties hereby represent and warrant to and hereby covenant with each\nother that they have the right and authority to enter into this Agreement and to\nperform the obligations on their respective parts under this Agreement.\n\n\n                                  ARTICLE 10.\n                TERMINATION AND RIGHT TO PURCHASE OR SELL SHARES\n\n     10.1  AUTOMATIC TERMINATION. This Agreement shall be terminated\nautomatically if Innotech and Credence fail to incorporate JVC by the Deadline.\n     \n     10.2  INSOLVENCY OF JVC.  This agreement shall be terminated and the JVC\ndissolved accordingly upon the occurrence of any of the following events to JVC.\n\n     (a) liquidation, bankruptcy or insolvency;\n\n     (b) termination of business by decision of the shareholders;\n\n     (c) the appointment of any trustee, receiver or liquidator for\nsubstantially all of the assets of the business of JVC;\n\n     (d) the attachment, sequestration, execution or seizure of substantially\nall of the assets of JVC, which attachment, sequestration, execution or seizure\nis not vacated within thirty (30) days from the institution thereof;\n\n     (e) judicial, governmental or any sale other than a voluntary sale of\nsubstantially all of the assets of JVC by its Board of Directors.\n\n                                       11\n\n\n \n     10.3  SALE OF ALL SHARES BY ONE OF THE PARTIES.  This agreement may be\nterminated after the Effective Date by either Innotech or Credence on not less\nthan ten (10) days' written notice to the other party hereto, if either Innotech\nor Credence shall cease to be the owner of any of the then issued common voting\nshares of JVC.\n\n     10.4  TERMINATION FOR CAUSE. By either Innotech or Credence in the event\nthat the other party hereto shall default in the performance of any of its\nundertakings in this Agreement and such default shall not be remedied to the\nreasonable satisfaction of the non-defaulting party within sixty (60) days next\nafter written notice of such default shall have been given to the defaulting\nparty, in which case such termination shall take place on such sixtieth (60th)\nday.\n\n          10.4.1   In the event that this Agreement is terminated by Innotech\nfor Credence's default, Credence agrees to pay to lnnotech in exchange for\nlnnotech's entire stock ownership of JVC either (i) the book value of Innotech's\nentire stock ownership of JVC at the time of such termination, or at Innotech's\noption, (ii) the fair market value of Innotech's entire stock ownership of JVC\nat the time of such termination as determined by a qualified appraiser whose\nservices are paid for by Innotech and whose selection is mutually agreed upon by\nthe parties hereto.\n\n          10.4.2   In the event that this Agreement is terminated by Credence\nfor Innotech's default, Credence shall have the option to either (i) purchase\nInnotech's entire stock ownership of JVC at the time of such termination for the\nbook value thereof, or (ii) cause JVC's dissolution, in which case both parties\nshall promptly take all the procedures to have JVC dissolved and liquidated in\naccordance with the laws of Japan.\n\n     10.5  INSOLVENCY OR MERGER.  This Agreement may be terminated by either\nInnotech or Credence on not less than ten (10) days' written notice to the other\nparty hereto, effective upon the date stated in such notice, if the other party\nshall file a petition in bankruptcy or for a receiver for all or any substantial\nportion of its property and assets, or if such petition shall be filed\nagainst the other party and shall not be dismissed with thirty (30) days from\nits filing, or if the other party shall file a petition for reorganization or to\neffect a compositions with its creditors or such a petition shall be filed\nagainst the other party and shall not be discharged within thirty (30) days\nafter the date of its filing, or if the other party shall make a general\nassignment for the benefit of creditors, and in the case of any such\ntermination, all of the rights and obligations under and pursuant to this\nAgreement shall cease and terminate, except such as shall have accrued prior to\ntermination, including but not limited to, any and all claims and demands for\n\n                                       12\n\n\n \ndamages for any breach of any covenant contained in this Agreement, and except\nfor the continuing obligations of Credence and lnnotech contained in Section 8\nwith respect to the confidential treatment of technical, economic and marketing\ninformation.\n\n          10.5.1  INSOLVENCY OF CREDENCE.  In the event that (i) Credence\nbecomes or is caused to become insolvent or any voluntary or involuntary\npetition in bankruptcy or for corporate reorganization is filed by or against\nCredence, (ii) a receiver is appointed with respect to any of the assets of\nCredence, or (ii) liquidation proceeding is commenced by or against Credence,\nJVC shall be dissolved and liquidated and both parties shall promptly take all\nthe procedures to have JVC dissolved and liquidated in accordance with the laws\nof Japan.\n\n          10.5.2  INSOLVENCY OR MERGER OF INNOTECH.  In the event that (i) the\nwhole or any substantial part of the business or assets of Innotech is\ntransferred to a third party by agreement, order of court or otherwise, (ii)\nInnotech becomes or is caused to become insolvent or any voluntary or\ninvoluntary petition in bankruptcy or for corporate reorganization is filed by\nor against Innotech, (iii) a receiver is appointed with respect to any of the\nassets of Innotech, or (iv) liquidation proceeding is commenced by or against\nInnotech, Credence shall have the right to choose either purchasing all of the\noutstanding shares of stock owned by Innotech at a price according to section\n10.4.1 of this Agreement, or JVC's dissolution.  If Credence chooses JVC's\ndissolution, both parties shall promptly take all the procedures to have JVC\ndissolved and liquidated in accordance with the laws of Japan.\n\n     10.6 SURVIVAL. Section 6.2, Section 8, Section 10 and Section 11 of\nthis Agreement shall survive and continue to be effective after the termination\nof this Agreement.\n\n     10.7 EFFECTIVENESS OF THE RELATIVE AGREEMENTS.   The termination of this\nAgreement shall not affect the effectiveness of any agreement executed by the\nparties hereto and\/or JVC pursuant to this Agreement, and such relative\nagreements shall continue to be effective until such relative agreements will be\nterminated in accordance with the terms thereof.\n\n                                       13\n\n\n \n                                  ARTICLE 11.\n                               GENERAL PROVISIONS\n\n     11.1  LANGUAGE.  This Agreement and all other agreements executed on the\nbasis of this Agreement shall be written and interpreted in English, except for\nthe Articles of Incorporation of the JVC, which shall be written and interpreted\nin Japanese.\n\n     11.2  ENTIRE AGREEMENT.  This Agreement and related agreements executed\nconcurrently herewith supersede all negotiations, commitments and writings prior\nto the date hereof pertaining to the subject matter of this Agreement and such\nrelated agreements.  This Agreement shall not be changed or modified in any\nmanner, except by mutual consent in writing of subsequent date signed by duly\nauthorized representatives of both parties hereto.\n\n     11.3  BINDING EFFECT.  This Agreement shall be binding upon and inure to\nthe benefit of the parties hereto and their respective successors and assignees.\n\n     11.4  NOTICE.  Any notice provided for under this Agreement shall be deemed\neffective when delivered in person or seven (7) days after deposit in the mails\nby registered or certified mail postage prepaid and addressed to the respective\naddress listed in the introduction of this Agreement, or to such different\naddress as either party may designate in writing to the other pursuant to this\nparagraph.\n\n     11.5  INTERPRETATION AND GOVERNING LAW. This Agreement shall be interpreted\nin accordance with the plain English meaning of its terms and the construction\nthereof shall be governed by the laws of the State of California, United States\nof America.  The Articles of Incorporation of the JVC and matters affecting the\norganization and operation of the internal affairs of the JVC shall be governed\nby the laws of Japan.\n\n     11.6  ARBITRATION.  In the event of any dispute, controversy, or difference\nwhich may arise between the parties, out of or in relation to or in connection\nwith this Agreement, or a breach hereof (the \"Dispute\"), the parties hereto\nshall first settle such Dispute through friendly consultation.  If such Dispute\ncannot be satisfactorily resolved by the parties themselves through friendly\nconsultation within a period of two (2) months, then such Disputes shall be\nfinally settled by arbitration pursuant to the Japan-American Trade Arbitration\nAgreement of September 16. 1952, by which each party hereto is bound.\n\n     If Credence is the initiating party, the arbitration shall be held in\nTokyo, Japan unless mutually agreed otherwise by the parties hereto, and if\nInnotech is the initiating party, the \n\n                                       14\n\n\n \narbitration shall be held in Fremont, California, USA unless mutually agreed\notherwise by the parties hereto.\n\n     11.7  SEVERABILITY.  In case any one or more of the provisions, or portions\nof provisions, of this Agreement shall be deemed by any governmental authority\nto be invalid, illegal or unenforceable in any respect, the validity, legality\nand enforceability of the remaining provisions, or portions of provisions.\ncontained herein shall not be in any way affected or impaired thereby.\n\n     11.8  FORCE MAJEURE.  If the performance of this Agreement or any\nobligation hereunder is prevented, restricted or interfered with by reason of\nforce majeure, the party so affected, upon giving prompt notice to the other\nparty, shall be excused from such performance to the extent of such prevention,\nrestriction or interference; provided, that the party so affected shall use it\nbest efforts to avoid or remove such causes of non-performance and shall\ncontinue performance hereunder with the utmost dispatch whenever such causes are\nremoved; and provided, further, that whenever it appears advisable to a party\nhereto to consent to the entry of a judgment against it by a court of competent\njurisdiction rather that incur substantial expense or great inconvenience, the\nentry of such judgment shall excuse such party from performance hereunder to the\nextent that such judgment forbids or restrains such performance.\n\n     11.9  OMISSIONS OR DELAYS.  No omission or delay on the part of any party\nhereto in requiring a due and punctual fulfillment by the other party hereto of\nthe obligations of such other party hereunder shall be deemed to constitute a\nwaiver by the omitting or delaying party of any of its rights to require such\ndue and punctual fulfillment of any other obligation hereunder, whether similar\nor otherwise, or a waiver of any remedy it might have.\n\n     11.10 CLASSIFIED INFORMATION.  It is understood and agreed that nothing in\nthis Agreement shall authorize the disclosure of, or access to, classified\ninformation, material, or know-how, of the Government of the United States or\nJapan, or the violation of the Export Control Regulations of either country.\n\n     11.11 ASSIGNMENT AND SUCCESSION.  This Agreement shall inure to the\nbenefit of and be binding upon the parties hereto and their respective\nsuccessors and assigns, but shall not be assignable by any party other than a\nPerson acquiring substantially all of its business and assuming all of its\nobligation and liabilities, except with the written consent of the other party.\nIn the event of any such assignment the transferor or assignor shall remain\nobligated to perform its own obligations and in addition shall be jointly and\nseverally liable for the proper performance of the obligations of the transferee\nor assignee pursuant to this Agreement.\n\n                                       15\n\n\n \n     11.12  SECTION HEADINGS.  The section headings contained in this Agreement\nare for reference purposes only and shall not affect in any way the meaning or\ninterpretation of this Agreement.\n\n     IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day\nand year first above set forth.\n\n\nINNOTECH CORP.                         CREDENCE SYSTEMS CORP.\n\n\/s\/ L.M. Yoshida                       \/s\/ W.R. Bottoms\n- ------------------------------         ----------------------------------------\nLarry M. Yoshida                       W. R. Bottoms\n\nPresident and Chief Executive Officer  Chairman and Chief Executive Officer\n\n                                       16\n\n\n \n                                 - EXHIBIT A -\n                                        \n                           ARTICLES OF INCORPORATION\n                                        \n\nCHAPTER I.  GENERAL PROVISIONS\n\nArticle 1.  (Corporate Name)\n        The name of the Company shall be Innotech-Credence Kabushiki Kaisha,\nwhich shall be expressed in English as Innotech-Credence Corporation.\n\nArticle 2.  (Objective)\n        The objective of the Company shall be to carry on the following\nbusiness:\n\n        1.  To engage in manufacture, import, export, purchases and sales of\nautomatic test equipment and related products and parts, materials, and\ncomponents thereof and related software, for testing semiconductors and\nelectronic devices including same.\n\n        2.  To engage in research and development, localizing and customizing of\nautomatic test equipment and related products and parts, materials, and\ncomponents thereof and related software and consulting services related thereto,\nfor testing semiconductors and electronic devices including same.\n\n        3.  To engage in application for and assignment of patents and any other\nindustrial property rights, and agency services thereto.\n\n        4.  To engage in any other business related to the above.\n\n\nArticle 3.  (Location of Head Office)\n\n        The Head Office of the Company shall be located in Yokohama-shi,\nKanagawa Ken.\n\nArticle 4.  (Method of Public Notice)\n\n        Public notices of the Company shall be given in official gazette.\n\n\nCHAPTER II.  SHARES\n\nArticle 5.  (Total Number of Shares Authorized to be Issued, Type of Shares, and\n        Par Value of Each Share)\n\n\n                                       1\n\n\n \n        The total number of shares authorized to be issued by the Company shall\nbe eight thousand (8,000) shares. All shares of the Company shall be voting\nshares of common stock with a par value of fifty thousand yen (50,000) per\nshare.\n\nArticle 6.  (Share Certificate)\n\n        1.  Share certificates issued by the Company shall be in one (1) share,\nfive (5) shares, ten (10) shares, fifty (50) shares and one hundred (100) shares\nper certificate, or in such other denominations as shall be determined by the\nBoard of Directors.\n\n        2.  In the event that a shareholder does not wish to possess the share\ncertificates in his\/her custody, the shareholder shall make a written proposal\nto that effect to the Company and at the same time submit the share certificates\nto the Company if they have already been issued.\n\nArticle 7.  (Issuance of New Shares)\n\n        1.  The shareholders shall have preemptive rights to subscribe to any\nnew shares of the Company in proportion to their shares.\n\n        2.  In the event that a foreign shareholder has the right to subscribe\nto such new shares, the time during which shareholders may exercise such rights\nshall be determined in such manner as to give such foreign shareholder\nsufficient time to complete the procedures as required under the laws of Japan.\n\nArticle 8.  (Restriction on Transfer of Shares)\n\n        All transfers of the shares of the Company shall be subject to approval\nof the Board of Directors.\n\nArticle 9.  (Registration of Transfer)\n\n        1.  The request for registration of transfer of shares shall be made by\nsubmitting the form prescribed by the Company to which the name and seal of the\ntransferee are affixed together with the following documents:\n\n   (1)  In case of assignment; the share certificates;\n   (2)  In case of other than assignment, a document evidencing the acquisition\nand the share certificates.\n\n        2.  Foreign nationals who are not accustomed to using seal impressions\nmay utilize their signatures for the purposes of the preceding paragraph.\n\n\n\n                                       2\n\n\n \nArticle 10.  (Registration of Pledge and Indication of trust Property)\n\n        1.  The request for registration of pledge or indication of trust\nproperty with respect to shares shall be made by submitting the form prescribed\nby the Company to which the names and seals of the parties concerned are affixed\ntogether with the share certificates.\n\n        2.  The preceding paragraph shall apply to cancellation of pledge or\ntrust property.\n\n        3.  Foreign nationals who are not accustomed to using seal impressions\nmay utilize their signatures for the purposes of the preceding two (2)\nparagraphs.\n\nArticle 11.  (Reissuance of Share Certificates)\n\n        1.  In case that the issuance of new share certificates is requested due\nto subdivision, combination or defacement of share certificates, the form\nprescribed by the Company to which the name and seal of requesting person are\naffixed shall be submitted together with the share certificates. In case that\nthe issuance of new share certificates is requested due to loss, the form\nprescribed by the Company to which the name and seal of requesting person are\naffixed shall be submitted together with the original or a certified copy of\njudgment of nullification of the lost share certificates.\n\n        2.  Foreign nationals who are not accustomed to using seal impressions\nmay utilize their signatures for the purposes of the preceding paragraph.\n\nArticle 12.  (Handling Fees)\n\n        With respect to the request made pursuant to Articles 9 to 11 above, the\nCompany shall charge handling fees prescribed by the Company.\n\nArticle 13.  (Closing of Register of Shareholders and Record Date)\n\n        1.  The Company shall suspend changes of records in the Register of\nShareholders from the day following the last day of each fiscal year to the day\non which the Ordinary General Meeting of Shareholders is closed.\n\n        2.  In addition to the preceding paragraph, the Company may, in case of\nnecessity to determine the person who exercises the right as a shareholder or a\npledgee and through a resolution of the Board of Directors, suspend changes of\nrecords in the Register of Shareholders for a specific period not exceeding\nthree (3) months or establish a record date within three (3) month prior to the\ndate of exercise of such right by giving at least two (2) week prior public\nnotice thereof.\n\n\n                                       3\n\n\n \nArticle 14.  (Notification of Addresses etc. of Shareholders)\n\n        1.  Shareholders and registered pledgees or their statutory agents or\nrepresentatives shall notify the Company of their names, addresses and seal\nimpressions by using the form prescribed by the Company.\n\n        2.  In case of a change thereof, the same shall apply.\n\n        3.  Foreign nationals who are not accustomed to using seal impressions\nmay utilize their signatures for the purposes of the preceding two (2)\nparagraphs.\n\n\nCHAPTER III.  GENERAL MEETING OF SHAREHOLDERS\n\nArticle 15.  (Convocation)\n\n        1.  The Ordinary General Meeting of Shareholders shall be convened\nwithin three (3) months from the day following the last day of each fiscal year\nof the Company and the Extraordinary General Meeting of Shareholders may be\nconvened whenever necessary.\n\n        2.  Except as otherwise provided by law, General Meetings of\nShareholders shall be convened by the Chairman of the Board of Directors of the\nCompany pursuant to a resolution of the Board of Directors. If the Chairman is\nunable or unwilling to convene a General Meeting of Shareholders, another\nDirector, in accordance with the order previously determined by the Board of\nDirectors, may convene the Meeting.\n\n        3.  General Meetings of Shareholders of the Company shall be held at the\nhead office of the Company or at such other place as the majority of\nshareholders of record agree.\n\n        4.  In convening a General Meeting of Shareholders, notice thereof shall\nbe dispatched in Japanese and English to each shareholder of record at least\nfourteen (14) days prior to the date of such Meeting, unless the exceptions of\nparagraph 5 of this Article 15 apply.\n\n        5.  The notice set forth in the preceding paragraph may be waived for a\nparticular General Meeting at which all the shareholders of record are present\nin person or by proxy.  The period of the notice set forth in the preceding\nparagraph may be shortened for a particular General Meeting with the unanimous\nwritten consent of the shareholders of record.\n\n        6.  The notice of a General Meeting of Shareholders shall state the\nagenda of the Meeting.\n\nArticle 16.  (Chairman)\n\n        The Chairman of the Board of Directors shall act as chairman at the\nGeneral Meeting of Shareholders. In case the Chairman is prevented from so\nacting, one of the other Directors, chosen according to an order previously\ndetermined by the Board of Directors, shall so act.\n\n\n                                       4\n\n\n \nArticle 17.  (Method of Resolution)\n\n        Except for provisions of laws and ordinances or these Articles of\nIncorporation prescribing severer method of resolution, resolutions of a General\nMeeting of Shareholders shall be adopted (i) at a Meeting at which shareholders\nholding more than 50% of the issued and outstanding voting shares are present,\nand (ii) by the affirmative vote of shareholders holding more than 50% of all of\nthe issued and outstanding voting shares.\n\nArticle 18.  (Proxy Voting)\n\n        1.  A shareholder may exercise his\/her vote by proxy.\n\n        2.  The proxy shall submit to the Company for each General Meeting of\n Shareholders attended a document evidencing his\/her appointment as proxy.\n\nArticle 19.  (Minutes)\n\n        1.  The substance of the proceedings at the General Meeting of\nShareholders and the resolutions thereof shall be recorded in the Minutes of the\nMeeting, which shall bear the names and the seals or signatures of the Chairman\nand Directors present at the Meeting. The original Minutes of the Meeting shall\nbe preserved for ten (10) years in the Head Office of the Company, and all\ncopies thereof shall be preserved for five years in the Branch Offices\n\n        2.  Copies of the minutes of General Meetings of Shareholders of the\nCompany shall be promptly delivered to each shareholder.\n\n\nCHAPTER IV.  DIRECTORS, THE BOARD OF DIRECTORS AND AUDITORS\n\nArticle 20.  (Number of Directors and Auditors)\n\n        The number of Directors shall be not less than six (6) and not more than\nten (10) and the number of Auditors shall not exceed two (2).\n\nArticle 21.  (Election of Directors and Auditors)\n\n        Directors and Auditors shall be elected at a General Meeting of\nShareholders of the Company. A resolution for election of Directors shall not be\nmade by cumulative voting.\n\nArticle 22.  (Term of Office of Directors and Auditors)\n\n        1.  The term of office of Directors and Auditors shall expire at the\nclose of the Ordinary General Meeting of Shareholders pertaining to the last\nsettlement of accounts occurring within\n\n\n                                       5\n\n\n \ntwo (2) years after his\/her assumption of office, unless the exception of\nparagraph 2 of this Article 22 applies.\n\n        2.  In case of a Director or an Auditor who has been elected to fill a\nvacancy or to increase the number of Directors or Auditors, the term of office\nof such Director or Auditor shall be equal to the remaining term of office of\nthe predecessor or other Directors or Auditor(s) currently in office.\n\nArticle 23.  (Meeting of The Board of Directors)\n\n        1.  Meetings of the Board of Directors shall be convened whenever\nnecessary but at least annually, and presided over by the Chairman of the Board.\nIn case the Chairman is prevented from so doing, the President shall do so. Any\nDirector may, whenever it is deemed necessary, request the Chairman to convene a\nMeeting of the Board of Directors. Meetings of the Board of Directors may be\nconducted by video conference provided that a quorum of Directors are on the\nline during the entire period of the meeting.\n\n        2.  Notice of all meetings of the Board of Directors shall be given at\nleast three (3) weeks in advance to each Director, and Auditor as appropriate,\nbut where any matter requires such urgent action by the Board of Directors as to\npreclude the possibility of giving notice as aforesaid, notice shall be given to\neach Director, and Auditor as appropriate, by facsimile, as far in advance of\nthe meeting as possible, but in no event less than three (3) days prior thereto.\n\n        3.  The notice referred to in paragraph 2 of this Article 23, shall\ninclude an agenda of all matters to be considered at the meeting, in such detail\nas may be reasonable and necessary to permit the Directors, and Auditors as\nappropriate, to study the matters which are to be considered at the meeting.\n\n        4.  All resolutions of the Board of Directors shall be adopted by a\nmajority vote of six (6) or more Directors at a Meeting of the Board of\nDirectors. In the event of a tie vote by the Directors, the Directors shall\nbring the matter before a shareholder meeting and have it determined by a\nmajority vote of all shareholders .\n\n        5. If meetings of the Board of Directors are held in English,\ninterpretation into Japanese shall be provided at the request of any of the\nDirectors at the expense of the Company.\n\nArticle 24.  (Rules for the Board of Directors)\n\n        1.  Matters concerning the Board of Directors, except as otherwise\nprovided by laws and ordinances and these Articles of Incorporation, shall be\ngoverned by the Rules of the Board of Directors prescribed by the Board of\nDirectors.\n\n\n                                       6\n\n\n \nArticle 25.  (Actions Requiring Approval by the Board of Directors)\n\n        The following actions require approval of the Board of Directors.\n\n        1.  The adoption of the business plan and operating budget.\n\n        2.  The manufacture of any new Products.\n \nArticle 26.  (Remuneration)\n\n        The remuneration (including retirement allowance) of Directors and\nAuditors shall be respectively determined by resolutions of the General Meeting\nof Shareholders.\n\nArticles 27.  (Chairman, Representative Directors, etc.)\n\n        1.  The Board of Directors shall elect one (1) Representative Director\nfrom among the members of the Board of Directors.\n\n        2.  The Board of Directors shall elect the President and the Chairman\nfrom among the Directors.\n\n        3.  The Board of Directors may elect any of Executive Vice Presidents,\nSenior Managing Directors and Managing Directors from among its members whenever\nit is deemed necessary.\n\n\nCHAPTER V.  ACCOUNTS\n\nArticle 28.  (Fiscal Year)\n\n        The fiscal year of the Company shall commence on November 1 and end on\nOctober 31 each year.\n\nArticle 29.  (Dividends of Shares)\n\n        1.  Dividends of shares shall be paid to those shareholders and\/or\nregistered pledgees listed in the Register of Shareholders as of the last day of\neach fiscal year. Dividends shall not yield interest.\n\n        2.  The Company may, through a resolution of the Board of Directors,\nmake a distribution of interim dividends to the shareholders of record\n(including registered pledgees) as of the last day of April each year pursuant\nto the provisions of Articles 293-5 of the Commercial Code of Japan. Interim\ndividends shall not yield interest.\n\n        3.  The Company shall be relieved from the obligation to pay such\ndividends (or such interim dividends) when the same remain unreceived after a\nperiod of three full years from the payment date thereof.\n\n\n                                       7\n\n\n \nCHAPTER VI.  SUPPLEMENTARY PROVISIONS\n\nArticle 30.  (Shares to be Issued upon Incorporation of Company)\n\n        The total number of shares to be issued upon incorporation of the\nCompany shall be two thousand (2,000) par value shares, and shall be issued at\npar value.\n\nArticle 31.  (First Fiscal Year)\n  \n        The first fiscal year of the Company shall commence on the date of\nincorporation of the Company and end on October 31, 1997.\n\nArticle 32.  (Term of Office of Initial Directors and Auditors)\n\n        Notwithstanding the provisions of Article 22, Paragraph 1, the terms of\noffice of the Initial Directors and Auditors shall expire at the close of the\nOrdinary General Meeting of the Shareholders pertaining to the last settlement\nof accounts occurring within one (1) year after their assumption of office.\n\nArticle 33.  (Promoter's Name and Address)\n\n        The name and address of the promoter is as follows:\n\n      (Address):  2-15-10 Shin-Yokohama, Kouhoku-ku, Yokohama-shi, Kanagawa 222\n      (Name):  Innotech Corporation       Larry M. Yoshida, President\n\nIN WITNESS WHEREOF, these Articles of Incorporation shall be executed with the\nnames and seals of the promoters affixed hereto.\n\nDate:  June 10, 1997\n\nPromoter:    Innotech Corporation\n             Larry M. Yoshida, President\n\n\n\n\n                                       8\n\n\n \n                                 - EXHIBIT B -\n                                        \n                                  JVC PRODUCTS\n                                        \n1.  SC and TSK UF200 Prober integrated test system with new skin.\n2.  Kalos and TSK UF200 Prober integrated test system with new skin.\n\n\n                                       1\n\n\n \n                                 - EXHIBIT C -\n                                        \n                         TECHNOLOGY LICENSING AGREEMENT\n                                        \n     This Agreement is made and entered into this tenth (10th) day of June 1997,\nby and between CREDENCE SYSTEMS CORPORATION, a corporation organized and\nexisting under the laws of the State of Delaware, with its principal place of\nbusiness located at 215 Fourier Avenue, Fremont, California 94539 USA\n(\"Credence\"), and INNOTECH-CREDENCE KABUSHIKI KAISHA, a corporation organized\nand existing under the laws of the country of Japan, with its principal place of\nbusiness located at Yokohama-shi, Kanagawa, Japan (\"Licensee\").\n\n     WHEREAS, Credence owns certain patents, copyrights, trademarks, and trade\nsecrets (\"Credence Intellectual Property\"), and possesses considerable know-how\nin designing and manufacturing certain automatic test equipment products\n(\"Credence Products\");\n\n     WHEREAS, Licensee has been established as a joint venture company, pursuant\nto a Joint Venture Agreement by and between Credence and INNOTECH CORPORATION, a\ncorporation organized and existing under the laws of Japan with its principal\nplace of business located at 2-15-10 Shinyokohama, Kouhoku-ku, Yokohama-shi,\nKanagawa 222, Japan (\"Innotech\"), for the purpose of localizing, customizing,\ndeveloping, and manufacturing in Japan (\"Territory\"), certain products (\"JVC\nProducts\") defined in the Joint Venture Agreement, which integrate Credence\nProducts, for resale by Innotech in the Territory and Credence and its\nAffiliates outside the Territory; and\n\n     WHEREAS, Licensee, therefore, desires to obtain rights to certain of\nCredence's patents, copyrights, trademarks, trade secrets, and know-how related\nto the design, development and manufacture of such integrated Credence Products;\n\n     NOW, THEREFORE, in consideration of the mutual covenants and agreements\ncontained herein, the parties agree as follows:\n\n                                       1\n\n\n \n                                   ARTICLE 1.\n                                  DEFINITIONS\n\n     1.1    \"Effective date\" means the date of this Agreement as indicated\nabove.\n\n     1.2    \"Joint Venture Agreement\" means the Joint Venture Agreement executed\non the 9th day of June 1997, by and between Innotech and Credence, which is\nincorporated herein by this reference.\n\n     1.3    \"JVC Products\" means the equipment set forth in Exhibit B of the\nJoint Venture Agreement, and any additional equipment that may be added thereto\npursuant to the terms and conditions of the Joint Venture Agreement.\n\n     1.4    \"Integrated Credence Products\" means Credence Products integrated by\ndesign or construction into the JVC Products.\n\n     1.5    \"Credence Intellectual Property\" means all patents, copyrights,\ntrademarks, and trade secrets which relate to any or all of the manufacture, use\nand sale of the Integrated Credence Products in Japan during the term of this\nAgreement.\n\n     1.6    \"Credence Technology\" means the combination of the Credence\nIntellectual Property and know-how in the design, development and manufacture of\nthe Integrated Credence Products.\n\n     1.7    \"Person\" means a natural individual, partnership, firm, company,\ncorporation, and any other form of business association.\n\n     1.8    \"Control\" means the possession, direct or indirect, of the power to\ndirect or cause the direction of the management and policies of a Person,\nwhether through the ownership of voting securities, by contract, through members\nof the board of directors, or otherwise.\n\n     1.9    \"Affiliate\" means a Person that directly, or indirectly through one\nor more intermediaries, Controls, or is Controlled by, or is in common Control\nwith, the Person specified.\n\n\n                                   ARTICLE 2.\n                                     GRANT\n                                        \n\n     Credence grants to Licensee the exclusive license rights to the Credence\nTechnology for localizing, customizing and manufacturing the JVC Products in the\nTerritory, and for selling the \n\n                                       2\n\n\n \nJVC Products to Innotech for exclusive resale in the Territory and to\nCredence for exclusive resale outside the Territory, in accordance with the\nJoint Venture Agreement and Innotech\/ICC and Credence\/ICC Distribution\nAgreements attached thereto.\n\n\n                                   ARTICLE 3.\n                        TECHNOLOGY TRANSFER AND SUPPORT\n                                        \n       3.1    KNOW-HOW.  Credence shall from time-to-time and to such extent as\nit considers in its sole discretion to be reasonably necessary for the\nperformance of this Agreement, furnish to Licensee technical information for the\ndesign and manufacture of the Integrated Credence Products and processes or\nexperience incidental to the design and manufacture of the Integrated Credence\nProducts (\"know-how\").\n\n          3.1.1    TECHNICAL INFORMATION.  Credence shall provide Licensee the\ntechnical information described in Attachment C hereof, and shall make\nreasonably available Credence personnel to explain such technical information to\nLicensee.\n\n          3.1.2    TRAINING.  Credence shall provide at its facilities in\nFremont, California and\/or Beaverton, Oregon, training of Licensee employees\nwithout charge on a one-time basis, to be conducted within one-hundred and\ntwenty (120) days after the effective date of this Agreement, and may post a\nCredence engineer from time to time at Licensee's facilities to further train\nLicensee's employees without charge. Licensee shall pay all travel, lodging,\nmeals, and transportation expenses incurred by Licensee's employees to train at\nCredence's facilities and by Credence engineers to conduct training at\nLicensee's facilities. Additional training of Licensee employees shall be at\nCredence's standard charge at the time for conducting training of Credence's\ncustomers' engineers.\n\n          3.1.3    TECHNICAL SUPPORT.  Credence shall provide reasonable levels\nof technical support to assist Licensee in its efforts to localize, customize\nand manufacture the JVC Products in the Territory. For this purpose, Credence\nmay appoint a project manager for the term of this Agreement.\n\n     3.2    TROUBLE-SHOOTING.  Licensee shall inform Credence of any problems\nencountered in manufacturing the JVC Products which affect the quality or\nreliability of the JVC Products; Licensee shall inform Credence of all design\nrelated defects in the Integrated Credence Products \n\n                                       3\n\n\n \nand the JVC Products reported by Innotech or its customers; and Licensee shall\ninform and consult with Credence prior to taking any corrective action or\nprovide any response to Innotech or its customers regarding such reported\ndefects.\n\n     3.3    DISCLAIMER OF WARRANTY AND PRODUCT LIABILITY.  Neither Credence nor\nits employees and representatives shall be liable to Licensee or to any other\nparty for direct or indirect damages, losses or injuries, including foreseeable\nand unforeseeable damages resulting from the use or application of the Credence\nTechnology transferred under this Agreement. Licensee shall indemnify Credence\nand its employees and representatives for and hold Credence and its employees\nand representatives harmless from any cause of action, claim, action or suit,\nincluding claims for civil liability, for recovery of said damages, losses or\ninjuries, as well as all costs and attorney's fees, if any, relating thereto.\n\n\n                                   ARTICLE 4.\n                     PRODUCT AND MANUFACTURING DEVELOPMENT\n\n     4.1    PRODUCT AND MANUFACTURING DEVELOPMENT.  Licensee shall make every\nreasonable effort to reduce manufacturing costs of the JVC Products by seeking\nand qualifying lower cost component vendors for the JVC Products, improving\nmanufacturing methods and the manufacturability of the JVC Products, and\nincorporating other such cost reduction mechanisms and schemes, subject to the\nconditions that the quality level of and customer satisfaction with the JVC\nProducts will be maintained or preferably enhanced, and the platform\ncompatibility and interchangeability between Credence Products and Licensee\nmanufactured JVC Products shall be maintained, including, but not limited to,\ncompatibility in hardware, software, electrical and chemical elements.\n\n     4.2    REVIEW AND APPROVAL.  Licensee shall consult closely with Credence\nduring the product and manufacturing development process of paragraph 4.1.  All\nproposed changes made by Licensee to the designs or manufacture of the JVC\nProducts shall require the review and prior written approval by Credence before\nbeing included in the designs or manufacture of the JVC Products by Licensee.\nThe review and approval procedure shall be determined by Credence after\nconsultation on the matter with Licensee, and shall be set forth in writing.\nNotwithstanding such, Credence shall have at least the opportunity to review and\napprove:\n\n       (i) manufacturing bill of materials and component sourcing;\n\n                                       4\n\n\n \n       (ii)  production and assembly process, including  manufacturing\nenvironment;\n\n       (iii) quality control, including test procedures; and\n\n       (iv)  packing, shipping and installation process.\n\n     4.3    QUALIFICATION TESTING.  In addition to the review and approval\nprocedure of paragraph 4.2 above, Credence may further require that any proposed\nchanges made by Licensee to the designs or manufacture of the JVC Products to be\nqualified by Credence before being included in the designs or manufacture of the\nJVC Products by Licensee.  In such event, the qualification criteria and\nprocedures may be the same or comparable to those used by Credence to qualify\nits own products for shipment.\n\n     4.4    LIABILITY.  Notwithstanding any review, testing or other action\ntaken by Credence pursuant to paragraphs 4.2 and 4.3 above, Licensee shall\nretain all responsibility for the quality of its manufactured JVC Products, and\nCredence shall not be liable to Licensee or any third parties for any defects in\nLicensee manufactured JVC Products, except for defects in any Integrated\nCredence Products included therein.\n\n\n                                   ARTICLE 5.\n                                QUALITY CONTROL\n\n       Licensee shall maintain manufacturing standards at least equal to those\nof Credence in the United States, which standards Licensee acknowledges and is\nfamiliar with, and any material proposed change involving any alteration in the\nstructure, quality or design of the JVC Products and the supplied know-how\nrelating thereto, shall be subject to the written approval of Credence.\nLicensee agrees that Credence may, at Credence's expense, visit the\nlaboratories, offices and factories of Licensee at reasonable times to observe\nthe operations contemplated by this Agreement.\n\n                                       5\n\n\n \n                                   ARTICLE 6.\n                              MARKING REQUIREMENTS\n\n     On each item of JVC Products manufactured hereunder, Licensee shall attach\nin a prominent position, suitable to Credence, a stamping, which shall indicate\nthat the item has been manufactured under license from Credence.\n\n\n                                   ARTICLE 7.\n                              ROYALTY AND RECORDS\n\n     7.1    ROYALTY.  Licensee shall pay to Credence a running royalty\nequivalent to the Royalty Rate (as defined below) of the \"net sale price\" of the\nJVC Products sold by Licensee to Innotech, and delivered after the Effective\nDate of this Agreement.  The net sale price shall mean the invoiced price of the\nJVC Products less the following deductions to the extent included in the\ninvoiced price: (i) sales or consumption taxes, import duties and similar\ngovernmental charges; (ii) packing expenses and storage charges; (iii) freight\ncharges including insurance premiums; (iv) invoiced price of returned Product;\nand (v) volume or similar sales discounts to Innotech.\n\n     The \"Royalty Rate\" shall mean such royalty rates as agreed to by the\nparties hereto in the written supplement hereto from time to time; provided that\neach Royalty Rate shall fall within the range of 1% up to 10%.  In the event\nthat a Royalty Rate is determined for a certain period of time and if another\nRoyalty Rate applicable after the former period is not determined, the former\nRoyalty Rate would be applied after such period.\n\n     7.2    PAYMENT OF ROYALTY.  Royalties shall be payable in Yen each June and\nDecember for shipments made during the preceding six (6) months ended May 31 and\nNovember 30, respectively.  At or before the time the royalty payment is made,\nLicensee shall submit to Credence a report setting out the volume of the JVC\nProducts manufactured and sold or otherwise distributed by Licensee during the\nrelevant six (6) month period, the total net sales price from such transactions,\nand the basis of calculation of royalty.\n\n     7.3    TAXATION.  If any Japanese taxes are required to be withheld from\nLicensee's payments to Credence, Licensee shall withhold such amounts, pay the\nsame to the appropriate tax authority, and promptly furnish Credence with\nappropriate documentation, including taxation\n\n                                       6\n\n\n \nreceipts, evidencing the amounts so withheld as soon as practicable. The parties\nshall cooperate to make any necessary filings to utilize the lowest withholding\ntax rate available with respect to the Treaty for the Avoidance of Double\nTaxation between Japan and the United States.\n\n     7.4    RECORDS.  Licensee shall maintain complete records of the JVC\nProducts' sales and make such records available for inspection by Credence from\ntime to time to permit Credence to verify the amount of the Royalty payable.\n\n     7.5    ADJUSTMENTS.  If the JVC Products' sales in the Territory are a\ndramatic success, the parties will consult and consider a royalty increase or\nother means of allowing Credence to share equitably in the success.  If the JVC\nProducts' sales in the Territory are dramatically unsuccessful, the parties will\nconsult and consider a royalty decrease.\n\n\n                                   ARTICLE 8.\n                             INTELLECTUAL PROPERTY\n\n     8.1    COPYRIGHTS AND PATENTS.  Subject to the terms and conditions of\nthis Agreement, Credence grants to Licensee an exclusive, nontransferable,\nroyalty-bearing license, without right of sub-license, during the term of this\nAgreement, to all Copyrights and Japanese Patents owned by Credence as of the\nEffective Date of this Agreement, for the sole purposes of making, using, and\nselling the JVC Products to Innotech for resale by Innotech in the Territory,\nand to Credence and its affiliates for resale outside the Territory.\n\n     8.2    FUTURE COPYRIGHTS AND PATENTS.  Credence grants to Licensee an\nexclusive, nontransferable, royalty-free license, without right of sub-license,\nduring the term of this Agreement, to all Copyrights and Japanese Patents\nacquired by Credence subsequent to the Effective Date of this Agreement, for the\nsole purposes of making, using, and selling the JVC Products to Innotech and its\naffiliates for resale by Innotech in the Territory, and to Credence and its\nAffiliates for resale outside the Territory.\n\n     8.3    GRANT-BACK.  Licensee shall disclose to Credence any and all\ndevelopments or improvements which Licensee may or does make in the design or\nmanufacture of the JVC Products, and grants to Credence an exclusive, royalty-\nfree license to make, use and sell products embodying such improvements and\ndevelopments in all countries of the world, with the exception of the Territory,\nfor the duration of this Agreement, and to permit and authorize\n\n                                       7\n\n\n \nCredence to secure in such countries, patents and other industrial property\nrights for Licensee at the sole discretion and expense of Credence.\n\n     8.4    TRADEMARKS.  Subject to the terms and conditions of this Agreement,\nCredence grants to Licensee a non-exclusive, royalty-free, and sub-licensable\nlicense, during the term of this Agreement, to place Credence on the JVC\nProducts, and their packaging and documentation produced by or for Licensee;\nprovided that Licensee may sub-license such license only to Innotech.\n\n     8.5    MAINTENANCE OF TRADEMARKS.  Credence shall register and maintain the\nregistration of their Trademarks in the Territory.  The Trademarks and all\ngoodwill associated therewith will be exclusively owned by Credence.  Licensee\nwill not apply for registration of any marks substantially similar to any of\nCredence's marks.  All uses of the Trademarks will inure solely to Credence, and\nLicensee shall obtain no rights with respect to any of Credence's Trademarks or\nother marks, other than the rights as set forth herein.\n\n     8.6    INFRINGEMENT OF CREDENCE TRADEMARKS BY THIRD PARTIES.  Credence and\nLicensee shall take reasonable measures to protect Credence's Trademarks from\ninfringement by third parties.  If Licensee discovers that such an infringement\nexists, Licensee shall inform Credence of all pertinent details of such, and\nCredence shall determine what action to take.  Credence shall bear the cost of\nany prosecution and retain any amounts recovered in such a proceeding.  Licensee\nshall provide reasonable cooperation in the event of any such suit.\n\n\n\n                                   ARTICLE 9.\n                                INDEMNIFICATION\n\n     9.1    INDEMNIFICATION BY CREDENCE FOR COPYRIGHT AND PATENT INFRINGEMENT.\nCredence shall defend, indemnify and hold harmless Licensee, its directors,\nofficers, employees and agents against and from any manufacture, sale or use of\nthe JVC Products which infringes third party copyright or patent rights to the\nextent such claims are based on Credence's designs, use or methods of\nmanufacturing the JVC Products, subject to the condition of paragraph 9.1.1\nbelow.  However, Credence shall have no indemnity obligation with respect to any\nclaim resulting from the use of the JVC Products in combination with any other\nproducts which caused infringement of the third party's copyright or patent.\n\n          9.1.1    CONDITION FOR INDEMNIFICATION.  Credence's indemnity\nobligation of this Section 9 is subject to the condition that Licensee gives\nCredence prompt notice, in writing, of the third party infringement claim and an\nopportunity to elect to take over, settle or defend the \n\n                                       8\n\n\n \nclaim through counsel of its own choice and under its sole discretion and at its\nown expense, and make available to Credence all defenses against such actions,\nclaims or proceedings, known or available to Licensee.\n\n          9.1.2    RIGHT TO TAKE CORRECTIVE ACTION.  If any portion of\nCredence's design of or manufacturing process for the JVC Products is or, in\nCredence's sole opinion, may become the subject of any third party copyright\nor patent claim, or if such a claim is upheld through adjudication, then\nCredence shall, at its option and expense, either modify the design or process\nto correct the liability or obtain a license to permit continued use of the\ninfringing design or process.\n\n     9.2    INDEMNIFICATION BY LICENSEE FOR COPYRIGHT AND PATENT INFRINGEMENT.\nLicensee shall defend, indemnify and hold harmless Credence and its affiliates,\ntheir directors, officers, employees and agents against and from any\nmanufacture, sale or use of the JVC Products which infringes third party\ncopyright or patent rights to the extent such claims are based on Licensee's\ndesigns, use or methods of manufacturing the JVC Products, subject to the\ncondition of paragraph 9.2.1 below.  However, Licensee shall have no indemnity\nobligation with respect to any claim resulting from the use of the JVC Products\nin combination with any other products which caused infringement of the third\nparty's copyright or patent.\n\n          9.2.1    CONDITION FOR INDEMNIFICATION.  Licensee's indemnity\nobligation of this Section 9 is subject to the condition that Credence or its\naffiliate, as the case may be, gives Licensee prompt notice, in writing, of the\nthird party infringement claim and an opportunity to elect to take over, settle\nor defend the claim through counsel of its own choice and under its sole\ndiscretion and at its own expense, and make available to Licensee all defenses\nagainst such actions, claims or proceedings, known or available to Credence or\nits affiliate, as the case may be.\n\n          9.2.2    RIGHT TO TAKE CORRECTIVE ACTION.  If any portion of\nLicensee's design of or manufacturing process for the JVC Products is or, in\nLicensee's sole opinion, may become the subject of any third party copyright\nor patent claim, or if such a claim is upheld through adjudication, then\nLicensee shall, at its option and expense, either modify the design or process\nto correct the liability or obtain a license to permit continued use of the\ninfringing design or process.\n\n     9.3    INFRINGEMENT OF THIRD PARTY MARKS BY CREDENCE.  Credence shall\ndefend, indemnify  and hold harmless Licensee against and from any claims that\nthe use of Credence's Trademarks in the marketing and sale of the JVC Products\ninfringes third party trademark rights.  Credence's indemnity obligation is\nsubject to the condition that Licensee gives Credence prompt notice, in writing,\nof the third party claim and gives Credence an opportunity to elect to take\nover, settle or defend the claim through counsel of its own choice and under its\nsole discretion, and make available to Credence all defenses against such\nactions, claims or proceedings, known\n\n                                       9\n\n\n \nor available to Licensee. If trademark infringement exists or if, in Credence's\njudgment, there is a risk of infringement, Credence may modify Credence's\nTrademarks or substitute new Marks after consulting with Licensee.\n\n     9.4    DISCLAIMER.  THE FOREGOING STATES EACH PARTY'S ENTIRE LIABILITY AND\nOBLIGATION (EXPRESS, IMPLIED, STATUTORY OR OTHERWISE) WITH RESPECT TO\nINTELLECTUAL PROPERTY INFRINGEMENT OR CLAIMS THEREFORE REGARDING ANY OF THE JVC\nPRODUCTS OR TECHNOLOGY DEVELOPED, MANUFACTURED OR SOLD PURSUANT TO THIS\nAGREEMENT.\n\n\n                                  ARTICLE 10.\n                            CONFIDENTIAL OBLIGATIONS\n\n     10.1    CONFIDENTIAL OBLIGATIONS.  The parties hereto each covenants and\nagrees, during the term of this Agreement and for a period of five (5) years\nthereafter, on behalf of its Directors, officers, employees and agents to\nmaintain in strict confidence and not to make any unauthorized use of the\nConfidential Information (hereinafter defined) received from the other party\npursuant to this Agreement.  The Confidential Information shall be (i) disclosed\nin writing or in other tangible form and clearly marked as confidential at the\ntime of disclosure, or (ii) disclosed orally or in other intangible form and\nclearly indicated as confidential at the time of disclosure and, within thirty\n(30) days after such disclosure, followed up with a written notice stating the\ncontent and nature of such Confidential Information.\n\n     10.2    EXCEPTIONS.  The obligations in this Section 10 will not apply to\nany information which (i) is or becomes available to the public other than by\nbreach of this Agreement by the receiving party, or (ii) is or has been\nrightfully received by the receiving party from a third party, or disclosed by\nthe disclosing party to a third party, without any restrictions as to its use or\ndisclosure, or (iii) is or has been independently developed by the receiving\nparty.\n\n\n\n                                  ARTICLE 11.\n                           GOVERNMENT APPROVAL, TAXES\n\n\n     11.1    REVIEW BY FAIR TRADE COMMISSION.  Each party hereto agrees to\nfile this Agreement, if required, with the Japan Fair Trade Commission (the\nOJFTCO) and the Japanese \n\n                                      10\n\n\n \nMinistry of Finance (\"MOF\"). Licensee shall provide Credence with English\nlanguage translations of all notifications filed in connection with this\nAgreement promptly after such filing. If the JFTC or MOF advises or recommends\nthe amendment or deletion of any terms and conditions of, or any addition to,\nthis Agreement pursuant to the Law Relating to Prohibition of Private Monopoly\nand Methods of Preserving Fair Trade of Japan and the guidelines promulgated\nthereunder, Licensee shall immediately inform Credence of such advice or\nrecommendation and the parties shall negotiate in good faith to modify this\nAgreement in accordance with such advice or recommendation. If the parties do\nnot reach agreement within thirty (30) days, either party may terminate this\nAgreement without incurring any further liability or obligation.\n\n     11.2    COMPLIANCE WITH APPLICABLE LAWS.  At its own expense, Licensee\nshall make, obtain, and maintain in force at all times during the terms of this\nAgreement, all filings, registrations, reports, licenses, permits and\nauthorizations (collectively, \"Authorizations\") in the Territory in order for\nLicensee to perform its obligations under this Agreement and shall promptly\nforward English translations of such Authorizations to Credence, and Credence\nshall provide Licensee with such assistance as Licensee may reasonably request\nin making or obtaining any such Authorizations.\n\n     11.3    EXPORT CONTROLS.  Licensee acknowledges that Credence is subject to\nregulation by agencies of the U.S. government, including the U.S. Department of\nCommerce, which prohibit export or diversion of certain products and technology\nto certain countries.  Any and all obligations of Credence to provide technical\ninformation, technical assistance, any media in which any of the foregoing is\ncontained, training and related technical data (collectively, ODataO) shall be\nsubject in all respects to such United States laws and regulations as shall from\ntime to time govern the license and delivery of technology and products abroad\nby persons subject to the jurisdiction of the United States, including the\nExport Administration Act of 1979, as amended, any successor legislation, and\nthe Administration, Bureau of Export Administration.  Licensee will not export\nor transfer the Products, Data disclosed or provided by Credence to Licensee, or\nthe direct products of such Data if such export or transfer would constitute a\nviolation of such United States laws and regulations.\n\n\n                                  ARTICLE 12.\n                              TERM AND TERMINATION\n\n                                      11\n\n\n \n     12.1    TERM.  This Agreement shall remain in force for five (5) years from\nits effective date, and will automatically renew year after year on the\nanniversary date of such effective date unless terminated pursuant to this\nSection 12.\n\n     12.2    TERMINATION WITH CAUSE.  Either party hereto may terminate this\nAgreement by giving a written notice of termination to the other party upon\noccurrence of any of the following events; provided, however, that the\ntermination of this Agreement pursuant to this paragraph 12.2 does not prevent\nclaims for damages from the non-liable party for such termination:\n\n     (i)   When the other party becomes or is caused to become insolvent or any\nvoluntary or involuntary petition in bankruptcy or for corporate reorganization\nis filed by or against the other party, or a receiver is appointed with respect\nto any of the assets of the other party, or liquidation proceeding is commenced\nby or against the other party;\n\n     (ii)  When the whole or any substantial part of the business or assets of\nthe other party is transferred to a third party by agreement, order of court or\notherwise; or\n\n     (iii) When the other party defaults in any of the provisions of this\nAgreement and does not make the remedy the default within thirty (30) days after\na written notice is given requesting to make remedy the default.\n\n     12.3    NON-AUTOMATIC TERMINATION.  The termination of the Joint Venture\nAgreement shall not affect the effectiveness of this Agreement unless otherwise\nmutually agreed by Credence and Licensee in writing.\n\n     12.4    EFFECT OF TERMINATION.  The provisions of 3.3, 4.4, 7, 9, 10, 11,\n12 and 13 shall survive any termination or expiration of this Agreement.  All\nother rights and obligations of the parties under this Agreement shall cease\nupon termination of this Agreement.\n\n\n                                  ARTICLE 13.\n                                    GENERAL\n                                        \n     13.1    NO AGENCY.  Neither party hereto is the agent of the other for any\npurpose and neither shall so represent itself or allow others to so reasonably\nconclude.\n\n     13.2    ENTIRE AGREEMENT, AMENDMENT.  This is the entire Agreement between\nthe parties as to the subject matter of this Agreement and no amendment or\nwaiver of this Agreement shall be binding unless it is in writing and signed by\nauthorized representatives of both parties.\n\n     13.3    ASSIGNMENT.  Neither party may assign this Agreement nor any rights\nor benefits hereunder, or delegate any of its duties under this Agreement\nwithout the prior written consent of\n\n\n                                      12\n\n\n \nthe other party.  Subject to the foregoing sentence, this Agreement will be\nbinding upon and inure to the benefit of the parties hereto, their successors\nand assignees.\n\n     13.4    FORCE MAJEURE.  If the performance of this agreement or of any\nobligation hereunder, except the payment of the sums and\/or royalties, is\nprevented, restricted, or interfered with by reason of force majeure, the party\nso affected, upon giving prompt notice to the other party, shall be excused from\nsuch performance to the extent of such prevention, restriction, or interference;\nprovided that the party so affected shall use its best efforts to avoid or\nremove such causes of nonperformance and shall continue performance hereunder\nwith the utmost dispatch whenever such causes are removed.\n\n     13.5    ARBITRATION.  All disputes, controversies, or differences which may\narise between the parties, out of or in relation to or in connection with this\nAgreement, or the breach hereof, which cannot be satisfactorily resolved by the\nparties themselves, shall be finally settled by arbitration pursuant to the\nJapan-American Trade Arbitration Agreement of September 16, 1952, by which each\nparty hereto is bound.\n\n     13.6    NOTICES, AUTHORITY.  Any communications required by or pursuant to\nthis Agreement shall be sent to the respective addresses of the parties set out\nin the preamble of this Agreement.  The parties signing below have full power\nand authority to bind their principals.\n\n     13.7    GOVERNING LAW.  This agreement shall be construed in accordance\nwith and governed by the laws of the State of California and the United States\nof America.\n\n   IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day\nand year first above set forth.\n\n\nCREDENCE SYSTEMS CORP.                     INNOTECH-CREDENCE K.K.            \n                                                                             \n______________________________             _________________________________ \nW.R. BOTTOMS                               TYPED NAME:                       \nCHAIRMAN &amp; CEO                             PRESIDENT                          \n\n\n                                      13\n\n\n \n                                - EXHIBIT D -\n                                        \n                             DISTRIBUTOR AGREEMENT\n\n  This Agreement is made and entered into this ___________ day of\n_____________________, 1997 by and between INNOTECH CORPORATION, a Japanese\ncorporation organized and existing under the laws of Japan with its principal\nplace of business located at 2-15-10 Shinyokohama Kouhoku-ku, Yokohama-shi,\nKanagawa 222, Japan (\"Innotech\") and INNOTECH-CREDENCE KABUSHIKI KAISHA, a\nJapanese corporation organized and existing under the laws of Japan with its\nprincipal place of business located at Yokohama-shi, Kanagawa-ken, Japan\n(\"ICC\").\n\n     WHEREAS, ICC has been established as a joint venture company, pursuant to\nan agreement executed on the 9th day of June 1997 (\"Joint Venture Agreement\"),\nby and between Innotech and CREDENCE SYSTEMS CORPORATION, a corporation\norganized and existing under the laws of the State of Delaware, with its\nprincipal place of business located at 215 Fourier Avenue, Fremont, California\n94539 USA (\"Credence\"), for the purpose of localizing, customizing, developing\nand manufacturing in Japan certain products (\"JVC Products\"), as defined in the\nJoint Venture Agreement, for resale by Innotech in Japan and Credence outside\nJapan;\n\n     NOW, THEREFORE, in consideration of the mutual covenants contained herein,\nthe parties hereto agree as follows:\n\n\n                                   ARTICLE 1.\n                                  APPOINTMENT\n                                        \n  ICC hereby appoints Innotech its exclusive distributor in Japan (\"Territory\"),\nand Innotech hereby accepts such appointment for the sale of JVC Products, as\nlisted in Appendix A, in the Territory.  Innotech is authorized by the above\nappointment to sell the JVC Products only to customers located in the Territory,\nand Innotech shall refer to ICC all inquiries made from prospective customers\nfrom outside the Territory.\n\n  The list of JVC Products as set forth in Appendix A may be changed, abandoned\nor added to by mutual written agreement between the parties.\n\n                                     1 \n\n\n \n                                   ARTICLE 2.\n                               TERM OF AGREEMENT\n                                        \n  This Agreement shall continue in effect for a period of five (5) years from\nthe date of its execution and shall automatically renew year after year, unless\nterminated pursuant to Article 15 hereof.\n\n\n                                   ARTICLE 3.\n                             PARTY RESPONSIBILITIES\n                                        \n  3.1  ICC agrees to the following responsibilities under this Agreement.\n\n       3.1.1 ICC shall make every reasonable effort to manufacture quantities\nof the JVC Products sufficient to meet the resale requirements of Innotech,\nbased on a monthly forecast given to ICC by Innotech.\n\n       3.1.2 ICC shall make every reasonable effort to satisfy Innotech's\ncustomer's request for quality of the JVC Products and shall establish a\nquality assurance system and ensure its operation to achieve this purpose. ICC\nshall provide reports in writing about such system upon request from Innotech\nand\/or customer.\n\n       3.1.3 ICC shall ensure that an inventory of spare parts be\nmaintained for each model of the JVC Products in the Territory for five (5)\nyears from the date of the last technical acceptance of such JVC Products by\ncustomers. ICC shall not terminate such supply during the term of this\nAgreement without written consent of Innotech.\n\n       3.1.4 ICC shall retain and submit to Innotech upon request by Innotech\nany information (including, but not limited to, technical information, data,\ncompany regulations related to the JVC Products) which are related to Product\ndesign, Product manufacturing, or Product quality control that are necessary\nfor performing Innotech's obligation under the Product Liability Law in the\nTerritory at least eleven (11) years after the last shipments of each of the\nJVC Products for Innotech's customers. If any claim, demand, proceeding,\naction arises against Innotech and\/or Innotech's customers in relation with\nthe JVC Products under the Product Liability Law in the Territory, ICC shall\ncooperate with and support Innotech to execute Innotech's obligations under\nthe Product Liability Law in the Territory.\n\n  3.2  INNOTECH agrees to the following responsibilities under this Agreement.\n\n       3.2.1 Innotech shall make every reasonable effort to promote the sale\nand technical support service related to the sales of the JVC Products and\nfurther shall serve the best interests of ICC in any and all matters in\naccordance with this Agreement.\n\n                                      2\n\n\n \n       3.2.2 Innotech shall refrain from manufacturing or selling products\nwhich are thought by both ICC and Innotech to directly compete with the JVC\nProducts for the duration of this Agreement, provided, however, it is not\nprohibited that Innotech may provide its customer with delivery, service and\nmaintenance for directly competitive products if the equipment was supplied to\nsuch customer prior to the start of this Agreement and Innotech is requested\nto provide the above services by its customer. This prohibition against\nselling competitive products shall not apply, however, to products\nmanufactured by Credence and\/or its subcontractors, and sold through Innotech\nin the Territory pursuant to an existing distribution agreement between\nInnotech and Credence.\n\n       3.2.3 Innotech agrees to maintain a qualified sales staff sufficient to\nprovide for the sales and support of the JVC Products in the Territory.\n\n       3.2.4 Innotech agrees to provide ICC with an Order Forecast at the\nbeginning of each month that details the account, product, order value,\nanticipated order date, delivery requirement, and probability of order\nplacement with ICC.\n\n       3.2.5 Innotech agrees to provide ICC with a Prospects List (funnel) at\nthe beginning of each quarter that projects opportunities for 9-12 months. The\nlist will detail the account, product, order value, and anticipated order\ndate.\n\n       3.2.6 Innotech or its subsidiary shall provide on-site installation,\ntechnical and maintenance support in the Territory for Innotech's customers\nduring the Warranty Period (defined in Article 13 hereof) and after the\nWarranty Period upon customer's request.\n\n                                   ARTICLE 4.\n                            PRICE AND PRICE CHANGES\n                                        \n  4.1  PRICE.  Innotech agrees to pay ICC for the JVC Products purchased\nhereunder in accordance with price schedules or bulletins supplied by ICC and\naccepted by Innotech from time to time.  The presently applicable schedule is\nattached hereto as Appendix B.\n\n  4.2  PRICE CHANGES.  ICC shall give Innotech at least ninety (90) days written\nnotice prior to any price change which may be made by ICC; provided that, in\ncase of price increase, notwithstanding the provision provided above, any order\nplaced by Innotech to ICC and accepted by ICC prior to the effective date of\nsuch price increase will not be affected with such price change.\n\n\n                                   ARTICLE 5.\n                                     ORDERS\n\n                                      3\n\n\n \n  5.1  QUOTATIONS, ORDERS, ACCEPTANCE.  ICC will generate price and delivery\nquotations for the JVC Products to Innotech. Product shipment information must\nbe confirmed by ICC prior to Innotech making a written or verbal commitment or\naccepting an order from a customer.\n\n  5.2  RECORDS.  Innotech will maintain a file of all quotations, proposals, and\npurchase orders which shall be available to ICC for review upon reasonable\nrequest.\n\n  5.3  TAXES.  All taxes shall be set forth separately on the face of the order\nacknowledgment.  Failure of ICC to so set forth any of these items shall relieve\nInnotech from the obligation to pay such amounts.  In lieu of the imposition of\nany particular tax, Innotech may, where applicable, provide a tax exemption\ncertificate to ICC in a form acceptable to the taxing authorities.\n\n\n                                   ARTICLE 6.\n                                TERMS OF PAYMENT\n\n  The terms of payment and applicable discounts shall be as provided in Appendix\nA attached hereto.  In case a  JVC Product does not meet specifications which\nhave been committed by mutual agreement and Innotech does not obtain customer\nacceptance due to an engineering problem of the machine, payment to ICC shall be\nadjusted accordingly.  If payment has been made by Innotech to ICC on that JVC\nProduct, the next payment shall be adjusted accordingly.\n\n\n                                   ARTICLE 7.\n                                    DELIVERY\n                                        \n  7.1  GENERAL.  ICC shall make every reasonable effort to fill all orders\npromptly upon acceptance thereof.  However, if conditions beyond the control of\nICC arise which prevent compliance with normal delivery schedules, ICC shall not\nbe liable for damages, general, special or otherwise arising from such delivery\ndelay.\n\n       All sales are made F.O.B. point of shipment, ICC facility in Machida-shi,\nTokyo, Japan.  Innotech shall have the right to select the carrier of its\nchoice.  Unless written instructions from Innotech specifying the method of\nshipment to be used have been received by ICC, ICC will exercise its own\ndiscretion with respect to manner of shipment and insurance to be used.\n\n                                      4\n\n\n \n  7.2  RISK OF LOSS.  ICC shall retain title and bear the risk of loss until\nsuch time as a shipment has been placed on board the carrier at the factory, at\nwhich time title shall pass to Innotech and the risk of loss shall be borne by\nInnotech.\n\n\n                                   ARTICLE 8.\n                                CONFIDENTIALITY\n                                        \n  During the term of this Agreement and for two (2) years thereafter, both\nparties hereto agree not to disclose to any third party nor to use for its own\nbenefits (except in performing its duties hereunder) any information disclosed\nby the other party hereunder (hereinafter referred to as \"CONFIDENTIAL\nINFORMATION\") which is (i) of a confidential nature and (ii) disclosed in\nwriting or other tangible form and clearly marked as \"Confidential\" or promptly\nreduced to writing and clearly designated as \"Confidential\" if first transmitted\norally.\n\n  The obligation described herein shall not apply to any information (i) which\nis generally known to the public, or (ii) which subsequently becomes generally\nknown to the public through no fault of the receiving party, or (iii) which has,\nat the time of disclosure thereof, been in the possession of the receiving\nparty, or (iv) which may subsequently be rightfully obtained by the receiving\nparty from a third party without confidential restriction, or (v) which may\nsubsequently be developed by the receiving party independently of the\nCONFIDENTIAL INFORMATION.\n\n\n                                   ARTICLE 9.\n                        PATENTS, TRADE MARKS, INDEMNITY\n                                        \n  9.1  USE.  During the term of this Agreement, ICC grants to Innotech the right\nto use ICC's trade mark or trade name without charge only for the purposes of\nsales or sales promotion of JVC Products.\n\n  9.2  RETENTION.  Innotech recognizes that ICC retains all rights to patents,\ncopyrights, trademarks, trade names, other marketing names and trade secrets.\nCopying or reproduction of any portion of the JVC Products by Innotech without\nthe written approval of ICC is expressly prohibited.\n\n  9.3  PRODUCTS.  Products marketed by Innotech shall be sold only in the forms\nshipped by ICC, and Innotech shall not alter, modify or change any system or its\npackage or use any trademark of Innotech on any Product without the prior\nwritten consent of ICC.  Innotech agrees that it shall not include any parts in\nJVC Products except parts supplied by ICC, without the prior\n\n                                      5\n\n\n \nwritten consent of ICC.  If ICC consents to any alteration, modification or\nchange in any Product or to the use of any non-ICC part, Innotech shall provide\nand pay for a) all costs incurred thereby, b) all related warranty service and\nc) all long-term maintenance service.  Innotech shall be responsible for any\nclaim of patent or copyright infringement or for any claim under the product\nliability law in the Territory, which result from such Innotech's alteration,\nmodification or change in any Product or the use of any non-ICC part.\n\n  9.4  INDEMNIFICATION.  ICC shall indemnify Innotech against claims of\ninfringement of any patent or copyright brought by any third party in accordance\nwith the Patents and Copyrights statement in Appendix E. The term \"Seller\" used\nin such statements shall mean ICC, and the term \"Buyer\" used in such statements\nshall be interpreted to include both Innotech and Innotech's customers.\n\n\n                                  ARTICLE 10.\n                                  ADVERTISING\n                                        \n  ICC shall supply reasonable quantities of materials such as catalogs,\nbrochures of new JVC Products, and reprints of its advertising materials at no\ncharge to Innotech.  Innotech shall have the right to conduct advertising\ncampaigns with respect to the JVC Products but shall be required to obtain an\napproval of ICC prior to releasing the same.  Innotech agrees to refrain from\nmaking any claims or representations concerning the JVC Products in excess of\nthose made by ICC.\n\n  ICC and Innotech may jointly conduct advertising and\/or sales promotion in the\nTerritory with respect to the JVC Products upon mutual agreement.\n\n\n                                  ARTICLE 11.\n                                   WARRANTIES\n\n  Products are warranted in accordance with ICC's standard Hardware and Software\nWarranties set forth in Appendix F. The warranty period determined in Appendix F\nbegins upon completion of installation procedures, including customers'\nacceptance, at the customer site.  The warranty services for the JVC Products\nduring the warranty period shall be provided by Innotech to customers directly.\n\n                                  ARTICLE 12.\n\n                                      6\n\n\n \n                               PRODUCT LIABILITY\n                                        \n  If, under the product liability law in the Territory, any claim is made or any\nsuit or action is instituted against Innotech and\/or Innotech's customers\narising out of or otherwise in connection with any defect or alleged defects of\nthe JVC Products supplied by ICC to Innotech under this Agreement, ICC shall, at\nits own expenses and upon request of lnnotech:\n\n  (i)   investigate or research the causes of accidents, occurrences, injuries\nor losses affecting any person or property as a result of the manner in which\nthe JVC Products are designed, manufactured, treated, fabricated, constructed,\npackaged, labeled, delivered, sold or used, and use its every reasonable\neffort to correct or eliminate such causes within a reasonable period; and\n\n  (ii)  support Innotech's recall, repair, replacement in whole or in part or\nresearch into the need to recall any JVC Products supplied by ICC to Innotech in\nthe event that such recall is required by law or is considered necessary or\nprudent by mutual agreement of Innotech and ICC, and indemnify and hold harmless\nInnotech from and against all costs and expenses of any kind whatsoever arising\nout of or in connection with such recall, repair, replacement and\/or research;\nand\n\n  (iii) provide to Innotech any and all assistance (including, without\nlimitation, technical and other information, documents, data, materials and\nwitnesses) which are, in the opinion of Innotech or its counsel, necessary or\nuseful for Innotech's defense to such claim, suit or action in relation to the\nJVC Products supplied by ICC to Innotech hereunder.\n\n  (iv)  If a succession of claims are made, or a succession of suits or actions\nare instituted (whether or not they are against Innotech, and whether or not\nthey are made or instituted in the Territory) in relation to a product\nmanufactured by ICC which is the same as or similar to the JVC Products supplied\nby ICC to Innotech hereunder, then notwithstanding anything else in this\nAgreement; (1) ICC shall, at the request of Innotech, stop delivery of the JVC\nProducts to Innotech; and (2) Innotech shall have no obligation to purchase or\ntake delivery of the JVC Products, until ICC can establish to Innotech's\ncomplete satisfaction that: (a) the JVC Products arc free from defects in\nmaterials, design, workmanship, manufacture, treatment, fabrication,\nconstruction, packaging, instruction manuals, labeling, warnings or otherwise;\nor (b) all such defects have been completely corrected or eliminated.\n\n  (v)  If ICC is unable to satisfy Innotech in such manner as stipulated in\nsubsection (iv) above within a ninety (90) days period, lnnotech may terminate\nthis Agreement by written notice with immediate effect.  Upon termination,\nInnotech shall have no obligation to purchase or accept delivery of any JVC\nProducts remaining undelivered under this Agreement, and ICC shall, upon\nInnotech's request, buy back from Innotech any and all JVC Products and parts\nthereof then\n\n                                      7\n\n\n \nin Innotech's inventory.  The re-purchase price for such JVC Products shall\ninclude the original purchase price in Japanese Yen paid by Innotech to ICC,\nplus freight costs, import duty and customs clearance charges paid on such JVC\nProducts.\n\n\n                                  ARTICLE 13.\n                                     EXPORT\n\n  13.1  Innotech will not export JVC Products, and will not sell JVC Products to\nothers who might export JVC Products outside the Territory except as authorized\nby the appropriate U.S. and Japanese export authorities.\n\n  13.2  The Export Administration Regulations of the U.S. Department of Commerce\n(the \"Regulations\") permit the exportation from the U.S. under General License\nGTDR, technical data relating to certain commodities or direct JVC Products of\nsuch technical data, provided the exporter has obtained certain written\nassurances from the foreign importer.  Accordingly, to facilitate the furnishing\nof data under this agreement, Innotech hereby gives its assurance that unless\nprior authorization is obtained form the U.S. Bureau of Export Administration,\nInnotech will not knowingly export or sell to any party which might export from\nthe Territory, directly or indirectly, to any country any such technical data or\nJVC Products except as permitted by the Regulations.\n\n\n                                  ARTICLE 14.\n                     CHANGE OF BUSINESS NAME OR ACTIVITIES\n                                        \n  Either party shall immediately notify the other party of any change of its\nfirm's name, address or representative, or of any significant change in its\nbusiness activities.\n\n                                      8\n\n\n \n                                  ARTICLE 15.\n                                  TERMINATION\n                                        \n  15.1  GENERAL.\n\n       15.1.1 This Agreement may be terminated (i) by an agreement in writing\nduly signed by the parties hereto, or (ii) by either party at will, with or\nwithout cause, upon not less than ninety (90) days written notice, given by\nregistered or certified mail to the other party; provided, however, that\nneither party hereto shall, by reason of the termination of this Agreement\npursuant to this Article 15.1.1, be liable to the other for compensation,\nreimbursement or damages on account of the loss of prospective profits on\nanticipated sales, or on account of expenditures, investments, leases or\ncommitments in connection with the business or good will of ICC or Innotech,\nor otherwise.\n\n       15.1.2 Either party hereto may terminate this Agreement by giving a\nwritten notice of termination to the other party upon occurrence of any of the\nfollowing events; provided, however, that the termination of this Agreement\npursuant to this Article 15.1.2 doesn't prevent claims for damages from the\nunliable party for such termination:\n\n       (i)   When the other party becomes or is caused to become insolvent or\nany voluntary or involuntary petition in bankruptcy or for corporate\nreorganization is filed by or against the other party, or a receiver is\nappointed with respect to any of the assets of the other party, or liquidation\nproceeding is commenced by or against the other party, and such proceeding is\nnot discharged within sixty (60) days;\n\n       (ii)  When the whole or any substantial part of the business or assets\nof the other party is transferred to a third party by agreement, order of\ncourt or otherwise; or\n\n       (iii) When the other party defaults in payment for the JVC Products or\notherwise defaults in any of the provisions of this Agreement and does not make\nthe payment or remedy the default within thirty (30) days after a written notice\nis given requesting to make the payment or remedy the default.\n\n  15.2  SALES AFTER TERMINATION.  The acceptance of any order from or the sale\nof any JVC Products to Innotech after the termination of this Agreement shall\nnot be construed as a renewal or extension hereof nor as a waiver of\ntermination.\n\n  15.3  TRADE NAMES.  If during the term of this Agreement, Innotech uses signs\ncontaining the name of ICC or uses any trade name, trademark, or the listing of\nICC's name in any telephone book, directory, public record or elsewhere,\nInnotech, regardless of the cause of termination of this Agreement, will take\nall reasonable and necessary steps to discontinue any use of the aforementioned\nin any manner whatsoever and cause the removal of ICC's name from any such\nlisting.\n\n                                      9\n\n\n \n  15.4  INVENTORY BUY-BACK.  In the event ICC terminates this Agreement for its\nconvenience, rather than as a result of Innotech's default or insolvency, or\nInnotech terminates this Agreement as a result of ICC's default or insolvency,\nICC shall buy back from Innotech any and all JVC Products and part thereof\npurchased by Innotech then in Innotech's inventory.\n\n  The re-purchase price for such JVC Products shall include the original\npurchase price in Japanese Yen paid by Innotech to ICC, plus freight costs,\nimport duty and customs clearance charges paid on such JVC Products.\n\n  In the event that ICC terminates this Agreement as a result of Innotech's\ninsolvency, or its default of obligations hereunder or if Innotech terminates\nthis Agreement for any reason excluding as a result of ICC's defaults or\ninsolvency, ICC shall have first right of purchase, but no obligation to\nrepurchase any of its JVC Products from Innotech.\n\n  15.5  EFFECT OF TERMINATION.  Article 3.1.4, Article 8, Article 9.4, Article\n11, Article 12, Article 15, Article 16, Article 17 and Article 18 shall survive\nand continue to be effective after the termination of this Agreement.\n\n\n                                  ARTICLE 16.\n                                  ARBITRATION\n                                        \n  All disputes, controversies, or differences which may arise between the\nparties, out of or in relation to or in connection with this Agreement or the\nbreach hereof, which cannot be satisfactorily resolved by the parties\nthemselves, shall be finally settled by arbitration held in Tokyo, Japan by the\nJapan Commercial Arbitration Association, by which each party hereto is bound.\n \n\n                                  ARTICLE 17.\n                                 GOVERNING LAW\n                                        \n  This Agreement shall be construed in accordance with and governed by the\nlaws of the country of Japan.\n\n                                     10\n\n\n \n                                  ARTICLE 18.\n                                 MISCELLANEOUS\n                                        \n  18.1  FORCE MAJEURE.  If performance of any part of this Agreement or\nindividual contracts of sale hereunder is interfered with for any length of time\nby governmental restrictions, war, civil commotions, riots, strike, lock out, or\nActs of God such as typhoon, earthquake, flood, fire or any other similar or\ndissimilar causes which are beyond the control of the parties, the party so\naffected shall not be responsible for delay or failure of performance of this\nAgreement or such individual contracts of sale for such length of time.\n\n  18.2  ASSIGNMENT.  This Agreement is not assignable or transferable by either\nparty in whole or in part, except with the written consent of the other party.\nHowever, this Agreement shall not prohibit its assignment or transfer to wholly\nowned subsidiaries or divisions of Innotech.\n\n  18.3  WAIVER.  Any failure of either party to enforce any of the provisions of\nthis Agreement or to exercise any right hereunder shall not constitute a waiver\nof same or prejudice its right to enforce the same thereafter.\n\n  18.4  NOTICES.  Any notices provided for under this Agreement shall be deemed\neffective when delivered in person or seven (7) days after deposit in the mail\nby registered or certified mail postage prepaid and addressed to the party\nlisted in the introduction of this Agreement, or to such different address as\neither party may designate in writing to the other pursuant to this Article\n18.4.\n\n  18.5  RELATIONSHIP OF PARTIES.  The parties hereto agree that Innotech shall\noperate as an independent contractor and not as an agent or employee of ICC.\nInnotech has no express or implied authorization to incur any obligation or in\nany manner otherwise make any commitments on behalf of ICC.\n\n  Innotech shall employ its own personnel and shall be responsible for them and\ntheir acts and in no way shall ICC be liable to Innotech, its employees or third\nparties for any losses, injuries, damages or the like occasioned by Innotech's\nactivities in connection with this Agreement, except as expressly provided\nherein.\n\n  18.6  SOFTWARE INCORPORATED IN THE JVC PRODUCTS.  Innotech understands that\nthe JVC Products may include computer software which is subject to protection\nunder copyright laws of the United States, Japan and other jurisdictions.\nInnotech is authorized to distribute this software only as a part of the JVC\nProducts.\n\n  18.7  ENTIRE AGREEMENT.  This Agreement (including all attachments referenced\nherein) sets forth the entire agreement between the parties hereto with respect\nto the subject matter hereof, and supersedes all previous and contemporaneous\nagreement, negotiations,\n\n                                     11\n\n\n \nrepresentations and commitments in respect of the subject matter hereof.  This\nAgreement shall not be changed or modified in any manner, except by mutual\nconsent in writing of subsequent date signed by duly authorized representatives\nof both parties hereto.\n\n  18.8  BINDING EFFECT.  This Agreement shall be binding upon and inure to the\nbenefit of the parties hereto and their respective successors and assignees.\nBoth parties hereto acknowledge that the branches, subsidiaries and affiliates\nof ICC shall be bound by this Agreement.\n\n  IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the\nday and year set forth first above.\n\n\nINNOTECH CORPORATION         INNOTECH-CREDENCE K.K.\n\n_______________________      ________________________________________________\nLARRY M. YOSHIDA             TYPED NAME:\nPRESIDENT &amp; C.E.O.           PRESIDENT\n .\n\n\n \n                                - EXHIBIT E -\n                                        \n                             DISTRIBUTOR AGREEMENT\n\n  This Agreement is made and entered into this ___________ day of\n_____________________, 1997 by and between CREDENCE SYSTEMS CORPORATION, a\ncorporation organized and existing under the laws of the State of Delaware, with\nits principal place of business located at 215 Fourier Avenue, Fremont,\nCalifornia 94539 USA (\"Credence\") and INNOTECH-CREDENCE KABUSHIKI KAISHA, a\nJapanese corporation organized and existing under the laws of Japan with its\nprincipal place of business located at Yokohama-shi, Kanagawa-ken, Japan\n(\"ICC\").\n\n     WHEREAS, ICC has been established as a joint venture company, pursuant to\nan agreement executed on the 9th day of June 1997 (\"Joint Venture Agreement\"),\nby and between Credence and INNOTECH CORPORATION, a corporation organized and\nexisting under the laws of Japan with its principal place of business located at\n2-15-10 Shinyokohama, Kouhoku-ku, Yokohama-shi, Kanagawa 222, Japan\n(\"Innotech\"), for the purpose of localizing, customizing, developing and\nmanufacturing in Japan certain products (\"JVC Products\"), as defined in the\nJoint Venture Agreement, for resale by Innotech in Japan and Credence outside\nJapan;\n\n     NOW, THEREFORE, in consideration of the mutual covenants contained herein,\nthe parties hereto agree as follows:\n\n\n                                   ARTICLE 1.\n                                  APPOINTMENT\n                                        \n  ICC hereby appoints Credence its exclusive distributor outside of Japan\n(\"Territory\"), and Credence hereby accepts such appointment for the sale of JVC\nProducts, as listed in Appendix A, in the Territory.  Credence is authorized by\nthe above appointment to sell the JVC Products only to customers located in the\nTerritory, and Credence shall refer to ICC all inquiries made from prospective\ncustomers from outside the Territory.\n\n  The list of JVC Products as set forth in Appendix A may be changed, abandoned\nor added to by mutual written agreement between the parties.\n\n                                      1\n\n\n \n                                   ARTICLE 2.\n                               TERM OF AGREEMENT\n                                        \n  This Agreement shall continue in effect for a period of five (5) years from\nthe date of its execution and shall automatically renew year after year, unless\nterminated pursuant to Article 15 hereof.\n\n\n                                   ARTICLE 3.\n                             PARTY RESPONSIBILITIES\n                                        \n  3.1  ICC agrees to the following responsibilities under this Agreement.\n\n       3.1.1 ICC shall make every reasonable effort to manufacture quantities\nof the JVC Products sufficient to meet the resale requirements of Credence,\nbased on a monthly forecast given to ICC by Credence.\n\n       3.1.2 ICC shall make every reasonable effort to satisfy Credence's\ncustomer's request for quality of the JVC Products and shall establish a\nquality assurance system and ensure its operation to achieve this purpose. ICC\nshall provide reports in writing about such system upon request from Credence\nand\/or customer.\n\n       3.1.3 ICC shall ensure that an inventory of spare parts be\nmaintained for each model of the JVC Products in the Territory for five (5)\nyears from the date of the last technical acceptance of such JVC Products by\ncustomers. ICC shall not terminate such supply during the term of this\nAgreement without written consent of Credence.\n\n       3.1.4 ICC shall retain and submit to Credence upon request by Credence\nany information (including, but not limited to, technical information, data,\ncompany regulations related to the JVC Products) which are related to Product\ndesign, Product manufacturing, or Product quality control that are necessary\nfor performing Credence's obligation under the Product Liability Law in the\nTerritory at least eleven (11) years after the last shipments of each of the\nJVC Products for Credence's customers. If any claim, demand, proceeding,\naction arises against Credence and\/or Credence's customers in relation with\nthe JVC Products under the Product Liability Law in the Territory, ICC shall\ncooperate with and support Credence to execute Credence's obligations under\nthe Product Liability Law in the Territory.\n\n  3.2   CREDENCE agrees to the following responsibilities under this Agreement.\n\n                                      2\n\n\n \n       3.2.1 Credence shall make every reasonable effort to promote the sale\nand technical support service related to the sales of the JVC Products and\nfurther shall serve the best interests of ICC in any and all matters in\naccordance with this Agreement.\n\n       3.2.2 Credence agrees to maintain a qualified sales staff sufficient to\nprovide for the sales and support of the JVC Products in the Territory.\n\n       3.2.3 Credence agrees to provide ICC with an Order Forecast by the\nmiddle of each month that details the account, product, order value,\nanticipated order date, delivery requirement, and probability of order\nplacement with ICC.\n\n       3.2.4 Credence agrees to provide ICC with a Prospects List (funnel) in\nthe first month of each quarter that projects opportunities for 9-12 months.\nThe list will detail the account, product, order value, and anticipated order\ndate.\n\n       3.2.5 Credence or its subcontractor shall provide on-site installation,\ntechnical and maintenance support in the Territory for Credence's customers\nduring the Warranty Period (defined in Article 13 hereof) and after the\nWarranty Period upon customer's request.\n\n                                        \n                                   ARTICLE 4.\n                            PRICE AND PRICE CHANGES\n                                        \n  4.1  PRICE.  Credence agrees to pay ICC for the JVC Products purchased\nhereunder in accordance with price schedules or bulletins supplied by ICC and\naccepted by Credence from time to time.  The presently applicable schedule is\nattached hereto as Appendix B.\n\n  4.2  PRICE CHANGES.  ICC shall give Credence at least ninety (90) days written\nnotice prior to any price change which may be made by ICC; provided that, in\ncase of price increase, notwithstanding the provision provided above, any order\nplaced by Credence to ICC and accepted by ICC prior to the effective date of\nsuch price increase will not be affected with such price change.\n\n\n                                   ARTICLE 5.\n                                     ORDERS\n                                        \n  5.1  QUOTATIONS, ORDERS, ACCEPTANCE.  ICC will generate price and delivery\nquotations for the JVC Products to Credence. Product shipment information must\nbe confirmed by ICC prior to Credence making a written or verbal commitment or\naccepting an order from a customer.\n\n                                      3\n\n\n \n  5.2  RECORDS.  Credence will maintain a file of all quotations, proposals, and\npurchase orders which shall be available to ICC for review upon reasonable\nrequest.\n\n  5.3  TAXES.  All taxes shall be set forth separately on the face of the order\nacknowledgment.  Failure of ICC to so set forth any of these items shall relieve\nCredence from the obligation to pay such amounts.  In lieu of the imposition of\nany particular tax, Credence may, where applicable, provide a tax exemption\ncertificate to ICC in a form acceptable to the taxing authorities.\n\n\n                                   ARTICLE 6.\n                                TERMS OF PAYMENT\n\n  The terms of payment and applicable discounts shall be as provided in Appendix\nA attached hereto.  In case a JVC Product does not meet specifications which\nhave been committed by mutual agreement and Credence does not obtain customer\nacceptance due to an engineering problem of the machine, payment to ICC shall be\nadjusted accordingly.  If payment has been made by Credence to ICC on that JVC\nProduct, the next payment shall be adjusted accordingly.\n\n\n                                   ARTICLE 7.\n                                    DELIVERY\n                                        \n  7.1  GENERAL.  ICC shall make every reasonable effort to fill all orders\npromptly upon acceptance thereof.  However, if conditions beyond the control of\nICC arise which prevent compliance with normal delivery schedules, ICC shall not\nbe liable for damages, general, special or otherwise arising from such delivery\ndelay.\n\n       All sales are made F.O.B. point of shipment, ICC facility in Machida-shi,\nTokyo, Japan.  Credence shall have the right to select the carrier of its\nchoice.  Unless written instructions from Credence specifying the method of\nshipment to be used have been received by ICC, ICC will exercise its own\ndiscretion with respect to manner of shipment and insurance to be used.\n\n  7.2  RISK OF LOSS.  ICC shall retain title and bear the risk of loss until\nsuch time as a shipment has been placed on board the carrier at the factory, at\nwhich time title shall pass to Credence and the risk of loss shall be borne by\nCredence.\n\n                                   ARTICLE 8.\n\n                                      4\n\n\n \n                                CONFIDENTIALITY\n                                        \n  During the term of this Agreement and for two (2) years thereafter, both\nparties hereto agree not to disclose to any third party nor to use for its own\nbenefits (except in performing its duties hereunder) any information disclosed\nby the other party hereunder (hereinafter referred to as \"CONFIDENTIAL\nINFORMATION\") which is (i) of a confidential nature and (ii) disclosed in\nwriting or other tangible form and clearly marked as \"Confidential\" or promptly\nreduced to writing and clearly designated as \"Confidential\" if first transmitted\norally.\n\n  The obligation described herein shall not apply to any information (i) which\nis generally known to the public, or (ii) which subsequently becomes generally\nknown to the public through no fault of the receiving party, or (iii) which has,\nat the time of disclosure thereof, been in the possession of the receiving\nparty, or (iv) which may subsequently be rightfully obtained by the receiving\nparty from a third party without confidential restriction, or (v) which may\nsubsequently be developed by the receiving party independently of the\nCONFIDENTIAL INFORMATION.\n\n\n                                   ARTICLE 9.\n                       TRADE MARKS, TRADE NAME, INDEMNITY\n                                        \n  9.1  PRODUCTS.  Products marketed by Credence shall be sold only in the forms\nshipped by ICC, and Credence shall not alter, modify or change any system or its\npackage or use any trademark of Credence on any Product without the prior\nwritten consent of ICC.  Credence agrees that it shall not include any parts in\nJVC Products except parts supplied by ICC, without the prior written consent of\nICC.  If ICC consents to any alteration, modification or change in any Product\nor to the use of any non-ICC part, Credence shall provide and pay for a) all\ncosts incurred thereby, b) all related warranty service and c) all long-term\nmaintenance service.  Credence shall be responsible for any claim of patent or\ncopyright infringement or for any claim under the product liability law in the\nTerritory, which result from such Credence's alteration, modification or change\nin any Product or the use of any non-ICC part.\n\n  9.2  INDEMNIFICATION.  ICC shall indemnify Credence against claims of\ninfringement of any patent or copyright brought by any third party in accordance\nwith the Patents and Copyrights statement in Appendix E. The term \"Seller\" used\nin such statements shall mean ICC, and the term \"Buyer\" used in such statements\nshall be interpreted to include both Credence and Credence's customers.\n\n                                      5\n\n\n \n                                  ARTICLE 10.\n                                  ADVERTISING\n\n  ICC shall supply reasonable quantities of materials such as catalogs,\nbrochures of new JVC Products, and reprints of its advertising materials at no\ncharge to Credence.  Credence shall have the right to conduct advertising\ncampaigns with respect to the JVC Products but shall be required to obtain an\napproval of ICC prior to releasing the same.  Credence agrees to refrain from\nmaking any claims or representations concerning the JVC Products in excess of\nthose made by ICC.\n\n  ICC and Credence may jointly conduct advertising and\/or sales promotion in the\nTerritory with respect to the JVC Products upon mutual agreement.\n\n\n                                  ARTICLE 11.\n                                  WARRANTIES\n\n  Products are warranted in accordance with ICC's standard Hardware and Software\nWarranties set forth in Appendix F. The warranty period determined in Appendix F\nbegins upon completion of installation procedures, including customers'\nacceptance, at the customer site.  The warranty services for the JVC Products\nduring the warranty period shall be provided by Credence to Credence's\ncustomers.\n\n\n                                  ARTICLE 12.\n                               PRODUCT LIABILITY\n                                        \n  If, under the product liability law in the Territory, any claim is made or any\nsuit or action is instituted against Credence and\/or Credence's customers\narising out of or otherwise in connection with any defect or alleged defects of\nthe JVC Products supplied by ICC to Credence under this Agreement, ICC shall, at\nits own expenses and upon request of Credence:\n\n  (i)  investigate or research the causes of accidents, occurrences, injuries or\nlosses affecting any person or property as a result of the manner in which the\nJVC Products are designed, manufactured, treated, fabricated, constructed,\npackaged, labeled, delivered, sold or used, and use its every reasonable effort\nto correct or eliminate such causes within a reasonable period; and\n\n                                      6\n\n\n \n  (ii)  support Credence's recall, repair, replacement in whole or in part or\nresearch into the need to recall any JVC Products supplied by ICC to Credence in\nthe event that such recall is required by law or is considered necessary or\nprudent by mutual agreement of Credence and ICC, and indemnify and hold harmless\nCredence from and against all costs and expenses of any kind whatsoever arising\nout of or in connection with such recall, repair, replacement and\/or research;\nand\n\n  (iii) provide to Credence any and all assistance (including, without\nlimitation, technical and other information, documents, data, materials and\nwitnesses) which are, in the opinion of Credence or its counsel, necessary or\nuseful for Credence's defense to such claim, suit or action in relation to the\nJVC Products supplied by ICC to Credence hereunder.\n\n  (iv)  If a succession of claims are made, or a succession of suits or actions\nare instituted (whether or not they are against Credence, and whether or not\nthey are made or instituted in the Territory) in relation to a product\nmanufactured by ICC which is the same as or similar to the JVC Products supplied\nby ICC to Credence hereunder, then notwithstanding anything else in this\nAgreement; (1) ICC shall, at the request of Credence, stop delivery of the JVC\nProducts to Credence; and (2) Credence shall have no obligation to purchase or\ntake delivery of the JVC Products, until ICC can establish to Credence's\ncomplete satisfaction that: (a) the JVC Products arc free from defects in\nmaterials, design, workmanship, manufacture, treatment, fabrication,\nconstruction, packaging, instruction manuals, labeling, warnings or otherwise;\nor (b) all such defects have been completely corrected or eliminated.\n\n  (v)   If ICC is unable to satisfy Credence in such manner as stipulated in\nsubsection (iv) above within a ninety (90) days period, Credence may terminate\nthis Agreement by written notice with immediate effect.  Upon termination,\nCredence shall have no obligation to purchase or accept delivery of any JVC\nProducts remaining undelivered under this Agreement, and ICC shall, upon\nCredence's request, buy back from Credence any and all JVC Products and parts\nthereof then in Credence's inventory.  The re-purchase price for such JVC\nProducts shall include the original purchase price in Japanese Yen paid by\nCredence to ICC, plus freight costs, import duty and customs clearance charges\npaid on such JVC Products.\n\n\n                                  ARTICLE 13.\n                     CHANGE OF BUSINESS NAME OR ACTIVITIES\n                                        \n  Either party shall immediately notify the other party of any change of its\nfirm's name, address or representative, or of any significant change in its\nbusiness activities.\n\n                                      7\n\n\n \n                                  ARTICLE 14.\n                                  TERMINATION\n                                        \n  14.1  GENERAL.\n\n       14.1.1 This Agreement may be terminated (i) by an agreement in writing\nduly signed by the parties hereto, or (ii) by either party at will, with or\nwithout cause, upon not less than ninety (90) days written notice, given by\nregistered or certified mail to the other party; provided, however, that\nneither party hereto shall, by reason of the termination of this Agreement\npursuant to this Article 14.1.1, be liable to the other for compensation,\nreimbursement or damages on account of the loss of prospective profits on\nanticipated sales, or on account of expenditures, investments, leases or\ncommitments in connection with the business or good will of ICC or Credence,\nor otherwise.\n\n       14.1.2 Either party hereto may terminate this Agreement by giving a\nwritten notice of termination to the other party upon occurrence of any of the\nfollowing events; provided, however, that the termination of this Agreement\npursuant to this Article 14.1.2 doesn't prevent claims for damages from the\nunliable party for such termination:\n\n       (i)   When the other party becomes or is caused to become insolvent or\nany voluntary or involuntary petition in bankruptcy or for corporate\nreorganization is filed by or against the other party, or a receiver is\nappointed with respect to any of the assets of the other party, or liquidation\nproceeding is commenced by or against the other party, and such proceeding is\nnot discharged within sixty (60) days;\n\n       (ii)  When the whole or any substantial part of the business or assets\nof the other party is transferred to a third party by agreement, order of\ncourt or otherwise; or\n\n       (iii) When the other party defaults in payment for the JVC Products or\notherwise defaults in any of the provisions of this Agreement and does not make\nthe payment or remedy the default within thirty (30) days after a written notice\nis given requesting to make the payment or remedy the default.\n\n  14.2  SALES AFTER TERMINATION.  The acceptance of any order from or the sale\nof any JVC Products to Credence after the termination of this Agreement shall\nnot be construed as a renewal or extension hereof nor as a waiver of\ntermination.\n\n  14.3  TRADE NAMES.  If during the term of this Agreement, Credence uses signs\ncontaining the name of ICC or uses any trade name, trademark, or the listing of\nICC's name in any telephone book, directory, public record or elsewhere,\nCredence, regardless of the cause of termination of this Agreement, will take\nall reasonable and necessary steps to discontinue any use\n\n                                      8\n\n\n \nof the aforementioned in any manner whatsoever and cause the removal of ICC's\nname from any such listing.\n\n  14.4  INVENTORY BUY-BACK.  In the event ICC terminates this Agreement for its\nconvenience, rather than as a result of Credence's default or insolvency, or\nCredence terminates this Agreement as a result of ICC's default or insolvency,\nICC shall buy back from Credence any and all JVC Products and part thereof\npurchased by Credence then in Credence's inventory.\n\n  The re-purchase price for such JVC Products shall include the original\npurchase price in Japanese Yen paid by Credence to ICC, plus freight costs,\nimport duty and customs clearance charges paid on such JVC Products.\n\n  In the event that ICC terminates this Agreement as a result of Credence's\ninsolvency, or its default of obligations hereunder or if Credence terminates\nthis Agreement for any reason excluding as a result of ICC's defaults or\ninsolvency, ICC shall have first right of purchase, but no obligation to\nrepurchase any of its JVC Products from Credence.\n\n  14.5  EFFECT OF TERMINATION.  Article 3.1.4, Article 8, Article 9.4, Article\n11, Article 12, Article 14, Article 15, Article 16 and Article 17 shall survive\nand continue to be effective after the termination of this Agreement.\n\n\n                                  ARTICLE 15.\n                                  ARBITRATION\n                                        \n  All disputes, controversies, or differences which may arise between the\nparties, out of or in relation to or in connection with this Agreement or the\nbreach hereof, which cannot be satisfactorily resolved by the parties\nthemselves, shall be finally settled by arbitration pursuant to the Japan -\nAmerican Trade Arbitration Agreement of September 16, 1952, by which each party\nhereto is bound.  The arbitration shall be held in Tokyo, Japan or any other\nconvenient location mutually agreed upon by the parties.\n \n\n                                  ARTICLE 16.\n                                 GOVERNING LAW\n\n  This Agreement shall be construed in accordance with and governed by the laws\nof the country of Japan.\n\n                                      9\n\n\n \n                                  ARTICLE 17.\n                                 MISCELLANEOUS\n                                        \n  17.1  FORCE MAJEURE.  If performance of any part of this Agreement or\nindividual contracts of sale hereunder is interfered with for any length of time\nby governmental restrictions, war, civil commotions, riots, strike, lock out, or\nActs of God such as typhoon, earthquake, flood, fire or any other similar or\ndissimilar causes which are beyond the control of the parties, the party so\naffected shall not be responsible for delay or failure of performance of this\nAgreement or such individual contracts of sale for such length of time.\n\n  17.2  ASSIGNMENT.  This Agreement is not assignable or transferable by either\nparty in whole or in part, except with the written consent of the other party.\nHowever, this Agreement shall not prohibit its assignment or transfer to wholly\nowned subsidiaries or divisions of Credence.\n\n  17.3  WAIVER.  Any failure of either party to enforce any of the provisions of\nthis Agreement or to exercise any right hereunder shall not constitute a waiver\nof same or prejudice its right to enforce the same thereafter.\n\n  17.4  NOTICES.  Any notices provided for under this Agreement shall be deemed\neffective when delivered in person or seven (7) days after deposit in the mail\nby registered or certified mail postage prepaid and addressed to the party\nlisted in the introduction of this Agreement, or to such different address as\neither party may designate in writing to the other pursuant to this Article\n17.4.\n\n  17.5  RELATIONSHIP OF PARTIES.  The parties hereto agree that Credence shall\noperate as an independent contractor and not as an agent or employee of ICC.\nCredence has no express or implied authorization to incur any obligation or in\nany manner otherwise make any commitments on behalf of ICC.\n\n  Credence shall employ its own personnel and shall be responsible for them and\ntheir acts and in no way shall ICC be liable to Credence, its employees or third\nparties for any losses, injuries, damages or the like occasioned by Credence's\nactivities in connection with this Agreement, except as expressly provided\nherein.\n\n  17.6  SOFTWARE INCORPORATED IN THE JVC PRODUCTS.  Credence understands that\nthe JVC Products may include computer software which is subject to protection\nunder copyright laws of the United States, Japan and other jurisdictions.\nCredence is authorized to distribute this software only as a part of the JVC\nProducts.\n\n  17.7  ENTIRE AGREEMENT.  This Agreement (including all attachments referenced\nherein) sets forth the entire agreement between the parties hereto with respect\nto the subject matter hereof, and supersedes all previous and contemporaneous\nagreement, negotiations,\n\n                                     10\n\n\n \nrepresentations and commitments in respect of the subject matter hereof.  This\nAgreement shall not be changed or modified in any manner, except by mutual\nconsent in writing of subsequent date signed by duly authorized representatives\nof both parties hereto.\n\n  17.8  BINDING EFFECT.  This Agreement shall be binding upon and inure to the\nbenefit of the parties hereto and their respective successors and assignees.\nBoth parties hereto acknowledge that the branches, subsidiaries and affiliates\nof ICC shall be bound by this Agreement.\n\n  IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the\nday and year set forth first above.\n\nCREDENCE SYSTEMS CORP.            INNOTECH-CREDENCE K.K.\n\n____________________________      ____________________________________________\nW.R. BOTTOMS                      TYPED NAME:\nCHAIRMAN &amp; C.E.O.                 PRESIDENT\n\n\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7232],"corporate_contracts_industries":[9512],"corporate_contracts_types":[9613,9617],"class_list":["post-42406","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-credence-systems-corp","corporate_contracts_industries-technology__semiconductors","corporate_contracts_types-operations","corporate_contracts_types-operations__jv"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/42406","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=42406"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=42406"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=42406"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=42406"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}