ASSET PURCHASE AGREEMENT
THIS ASSET PURCHASE AGREEMENT (the "AGREEMENT"), made and entered into as of July 16, 2001,
is by and between Delta Design, Inc., a Delaware corporation ("BUYER"), which is a wholly-owned subsidiary
of Cohu, Inc., a Delaware corporation ("COHU"), and Schlumberger Technologies, Inc., a Delaware
Seller desires to sell, and Buyer desires to purchase, substantially all of the Assets of Seller related to the
Automated Systems Business (as such terms are defined below) for the consideration and on the terms set forth
in this Agreement.
In consideration of the respective covenants and promises contained herein and for other good and valuable
consideration, the receipt and adequacy of which is hereby acknowledged, the parties hereto agree as follows:
For purposes of this Agreement, the following terms and variations thereof have the meanings specified or
referred to in this Article I:
"ACCOUNTS RECEIVABLE" -- (a) all trade accounts receivable and other rights to payment from customers
of the Automated Systems Business as of date of the Balance Sheet and arising thereafter and the full benefit of
all security for such accounts or debts, (b) any claims, remedies and other rights arising out of the foregoing, and
(c) any cash or cash equivalents received by Seller on such amounts prior to the date hereof.
"AFFILIATE" -- as defined in Rule 12(b)(2) promulgated under the Securities Exchange Act of 1934, as
"AGREEMENT" -- as defined in the first paragraph of this Agreement.
"ASSETS" -- as defined in Section 2.1.
"ASSIGNMENT AND ASSUMPTION AGREEMENT" -- as defined in Section 2.6(a)(iii).
"ASSIGNMENT AND ASSUMPTION OF LEASE" -- as defined in Section 2.6(a)(iv).
"ASSIGNMENT OF COPYRIGHTS" -- as defined in Section 2.6(a)(vii).
"ASSIGNMENT OF MARKS" -- as defined in Section 2.6(a)(v).
"ASSIGNMENT OF PATENTS" -- as defined in Section 2.6(a)(vi).
"ASSUMED LIABILITIES" -- as d