10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form 10-K

(Mark One)
þ	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For fiscal year ended September 30, 2008
or
o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the transition period from          to          .

Commission File Number: 0-25434

Brooks Automation, Inc.

(Exact name of Registrant as Specified in Its Charter)

Delaware (State or Other Jurisdiction of Incorporation or Organization)	04-3040660 (I.R.S. Employer Identification No.)
15 Elizabeth Drive Chelmsford, Massachusetts (Address of Principal Executive Offices)	01824 (Zip Code)

978-262-2400

(Registrant’s Telephone Number, Including Area Code)

Securities registered pursuant to Section 12(b) of the Act:

None

Securities registered pursuant to Section 12(g) of the Act:

Common Stock, $0.01 par value

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.  Yes o     No þ

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.  Yes o     No þ

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes þ     No o

Indicate by check mark if disclosure of delinquent filers pursuant to Rule 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to the Form 10-K.  o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer þ Accelerated filer o Non-accelerated filer o Smaller reporting company o

(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Exchange Act Rule 12b-2).  Yes o     No þ

The aggregate market value of the registrant’s Common Stock, $0.01 par value, held by nonaffiliates of the registrant as of March 31, 2008, was approximately $605,483,000 based on the closing price per share of $9.72 on that date on the Nasdaq Stock Market. As of March 31, 2008, 63,505,047 shares of the registrant’s Common Stock, $0.01 par value, were outstanding. As of November 14, 2008, 63,574,290 shares of the registrant’s Common Stock, $0.01, par value, were outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the registrant’s Proxy Statement involving the election of directors, which is expected to be filed within 120 days after the end of the registrant’s fiscal year, are incorporated by reference in Part III of this Report.

TABLE OF CONTENTS

PART I
Item 1.	Business	1
Item 1A.	Risk Factors	7
Item 1B.	Unresolved Staff Comments	15
Item 2.	Properties	15
Item 3.	Legal Proceedings	15
Item 4.	Submission of Matters to a Vote of Security Holders	19
PART II
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	19
Item 6.	Selected Financial Data	20
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	22
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	36
Item 8.	Financial Statements and Supplementary Data	37
Item 9.	Changes In and Disagreements With Accountants on Financial Accounting and Financial Disclosure	76
Item 9A.	Controls and Procedures	76
Item 9B.	Other Information	77
PART III
Item 10.	Directors and Executive Officers of the Registrant	77
Item 11.	Executive Compensation	77
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	77
Item 13.	Certain Relationships and Related Transactions	77
Item 14.	Principal Accountant Fees and Services	77
PART IV
Item 15.	Exhibits and Financial Schedules	77
SIGNATURES		81
EX-10.09 EMPLOYMENT AGREEMENT STEVEN A. MICHAUD
EX-10.10 EMPLOYMENT AGREEMENT MICHAEL W. PIPPINS
EX-10.11 CONTRACT OF EMPLOYMENT RALF WUELLNER
EX-10.28 LEASE BERCAR II, LLC
EX-10.29 FIRST AMENDMENT TO LEASE BERCAR II, LLC
EX-10.38 LEASE KOLL/INTEREAL BAY AREA
EX-21.01 SUBSIDIARIES OF THE COMPANY
EX-23.01 CONSENT OF PRICEWATERHOUSECOOPERS LLP
EX-31.01 SECTION 302 CERTIFICATION OF CEO
EX-31.02 SECTION 302 CERTIFICATION OF CFO
EX-32 SECTION 906 CERTIFICATION OF CEO AND CFO

PART I

Item 1.   Business

Brooks Automation, Inc. (“Brooks”, “we”, “us”, or “our”), a Delaware Corporation, is a leading provider of automation, vacuum and instrumentation solutions and is a highly valued business partner to original equipment manufacturers (OEM) and equipment users throughout the world. We serve markets where equipment productivity and availability is a critical factor for our customers’ success. Our largest served market is the semiconductor manufacturing industry. We also provide unique solutions to customers in data storage, advanced display, analytical instruments and solar markets. We develop and deliver differentiated solutions that range from proprietary products to highly respected manufacturing services.

Our company was founded in 1978 initially to develop and market automated substrate handling equipment for semiconductor manufacturing and became a publicly traded company in February 1995. Since that time, we have grown significantly from a niche supplier of wafer handling robot modules for vacuum-based processes into a broader based supplier of products and services most notably through the consolidation with Helix Technology Corporation in 2005.

Markets

Our primary served market is the global semiconductor industry, which in recent years has experienced significant growth in both the unit volumes and device complexity. This growth is being driven by the increasing demand for high performance electronic products that require semiconductors, which are increasingly fabricated in Asia. The products include computers, telecommunications equipment, consumer electronics and wireless communications devices. In addition to this primary market, we have been increasing our presence in global markets outside of the semiconductor industry, primarily for our vacuum related technologies and services. Much like semiconductors, markets such as data storage; advanced flat panel displays; industrial instruments and solar have begun to experience an increasing need for the technologies and services we provide.

Our fiscal 2008 revenues by end market were as follows:

Semiconductor	77	%
Industrial	10	%
Other	13	%
	100	%

The production of advanced semiconductor chips is an extremely complex and logistically challenging manufacturing activity. To create the tens of millions of microscopic transistors and connect them both horizontally and in vertical layers in order to produce a functioning integrated circuit, or IC chip, the silicon wafers must go through hundreds of process steps that require complex processing equipment, or tools, to create the integrated circuits. A large production fab may have more than 70 different types of process and metrology tools, totaling as many as 500 tools or more. Up to 40% of these tools perform processes in a vacuum, such as removing, depositing, or measuring material on wafer surfaces. Wafers can go through as many as 400 different process steps before fabrication is complete. These steps, which comprise the initial fabrication of the integrated circuit and are referred to in the industry as front-end processes, are repeated many times to create the desired pattern on the silicon wafer. As the complexity of semiconductors continues to increase, the number of process steps that occur in a vacuum environment also increases, resulting in a greater need for both automation and vacuum technology solutions due to the sensitive handling requirements and increased number of tools. The requirement for efficient, higher throughput and extremely clean manufacturing for semiconductor wafer fabs and other high performance electronic-based products has created a substantial market for substrate handling automation (moving the wafers around and between tools in a semiconductor fab); tool automation (the use of robots and modules used in conjunction with and inside process tools that move wafers from station to station), and vacuum systems technology to create and sustain the environment necessary to fabricate various products.

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Products

In the semiconductor industry, wafer handling robotics have emerged as a critical technology in determining the efficacy and productivity of the complex tools which process 300mm wafers in the world’s most advanced wafer fabs. A tool is built around a process chamber using automation technology provided by a company such as Brooks, to move wafers into and out of the chamber. Today, OEMs build their tools using a cluster architecture, whereby several process chambers are mounted to one central frame that processes wafers. We specialize in developing and building the handling system, as well as the vacuum technology used in these tools. Our products can be provided as an individual component or as a complete handling system. Automation products are provided to support both atmospheric and vacuum based processes.

In order to facilitate the handling and transportation of wafers into a process tool, an equipment front-end module, or EFEM, is utilized. An EFEM serves as an atmospheric interface for wafers being fabricated by tools that use either atmospheric or vacuum processes. In addition to proprietary products, we also provide “Extended Factory” services to build EFEMs and other sub-systems which are based on an OEM specified design. We believe that we are the largest worldwide manufacturer of EFEMs through our Gresham, Oregon and Wuxi, China facilities.

We provide the products and technology to create the required vacuum as well as automate these processes. For vacuum-based processes, our automation systems use vacuum robots to transfer wafers into the OEM’s process modules. In addition, high vacuum pumps, which we also provide, are required in certain process steps to remove all potentially contaminating gases and impurities from the processing environment and to optimize that environment by maintaining pressure consistency of the known process gas. In achieving optimal production yields, semiconductor manufacturers must also ensure that each process operates at carefully controlled pressure levels. Impurities or incorrect pressure levels can lower production yields, thereby significantly increasing the cost per useable semiconductor chip produced. We provide various pressure measurement instruments that form part of this pressure control loop on production processing equipment. Some key vacuum processes include: dry etching and dry stripping; chemical vapor deposition, or CVD; physical vapor deposition, or PVD; and ion implantation.

Current Trends

Our primary served market is the global semiconductor industry. The demand for semiconductors and semiconductor manufacturing equipment is highly cyclical. We believe it is both reasonable and prudent to expect that the global semiconductor industry will experience market conditions that fluctuate unpredictably and at times, severely. During fiscal 2006 and continuing into fiscal 2007, Brooks benefited from a cyclical upturn in demand for its products and services, which helped drive revenues and earnings to record levels. During the fourth quarter of fiscal 2007, the Company began to observe a slowdown in the demand for semiconductor capital equipment, the duration of which carried through all of fiscal 2008. During fiscal 2008, we continued to see growth in demand for our products in the other markets we serve. Based on discussions with our customer base, and external market forecasts, we previously had expected an improvement in demand for semiconductor capital equipment during 2009. Our outlook changed dramatically near the end of our fourth quarter of fiscal 2008 based on the impact of major economies moving into recession and the collateral effects of the recent financial crisis which will likely result in an extended and deep downturn into fiscal 2009. It is difficult to accurately predict the length of such downturns. Further, the short lead times for semiconductor capital equipment result in limited visibility to future demand trends. Although the non-semiconductor markets we serve did not reflect weakness during 2008, the recent global economic contraction could impact these markets. The decline of market valuations for public companies in the semiconductor capital equipment industry, and the deterioration in demand within the industry resulted in an impairment to the carrying value of our goodwill, intangible assets and certain buildings and leasehold improvements. We recorded an impairment charge of $200.1 million to our goodwill and intangible assets, and an impairment charge of $3.5 million for certain buildings and leasehold improvements as of September 30, 2008.

The major tool manufacturers in the semiconductor capital equipment market have been changing their business models to outsource the manufacturing of key subsystems including wafer handling systems. This

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trend of outsourcing has accelerated through the semiconductor industry’s transition to cluster tools, which have increased the need for reliability and performance. Furthermore, our OEM customers believe they generate more value for their customers by leveraging their expertise in process technology, rather than electro-mechanical technology. Since the early 2000s, many of the major OEMs have begun to look outside their captive capabilities to suppliers, like us, who could provide them with fully integrated and tested systems. We continue to benefit from these trends.

Our customers serving the global semiconductor industry continue to experience a material shift in the fabrication of wafers from North American and European based facilities to wafer fabs and foundries located in Asia. We have positioned our Extended Factory business in Wuxi, China to become a critical partner of major OEMs as they execute supply chain strategies within this region. In addition to this regional shift, the global semiconductor industry is one that is continuously focused on cost reduction. As such, companies that are a part of, or a supplier to, this industry are expected to support their customers’ focus on reducing the costs of operating and maintaining their manufacturing network. In addition to innovative technology solutions that increase device yields at the wafer and wafer throughput per tool, we are aggressively looking to access markets and resources that enable us to leverage the benefits of lower cost materials and production facilities located in Asia.

Segments

In the fourth quarter of fiscal 2007, following the divestiture of our software division, we made changes to our internal reporting structure and began reporting results in three segments: Automation Systems; Critical Components; and Global Customer Operations. In the second quarter of fiscal 2008 these segment disclosures were refined to reflect the results of a comprehensive review of operations conducted subsequent to the appointment of a new CEO and CFO. These refinements resulted in minor changes to the previously disclosed split of revenues and gross margins among segments and between products and services.

The Automation Systems segment consists of a range of wafer handling products and systems that support both atmospheric and vacuum process technology used by our customers.

The Critical Components segment includes cryogenic vacuum pumping, thermal management and vacuum measurement solutions used to create, measure and control critical process vacuum applications. The pump, gauge and chiller products serve various markets that use vacuum as a critical enabler to overall system performance.

The Global Customer Operations segment consists of our after market activities including an extensive range of service support to our customers to address their on-site needs, spare parts and repair services, and support of legacy product lines.

Our fiscal 2008 segment revenues by end market were as follows:

	Automation			Critical			Global Customer
	Systems			Components			Operations
Semiconductor		87	%		53	%		77	%
Industrial		—			30	%		16	%
Other		13	%		17	%		7	%
		100	%		100	%		100	%

The Automation Systems segment provides automation products for vacuum and atmospheric equipment, as well as mini-environment products, calibration and alignment products and high-precision airflow controls primarily for the semiconductor industry and high performance electronics industries. These products include wafer transport robots and platforms sold to semiconductor equipment manufacturers, as well as products for lithography that automate storage, inspection and transport of photomasks or reticles sold directly to chip manufacturers. We offer hardware for process and metrology equipment as either modules or systems. The products sold as modules are discrete components such as robots, load ports, and aligners, while those

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products sold as systems are pre-integrated assemblies such as the cluster tool platform that may consist of a number of modules provided by us or other suppliers.

The Critical Components segment provides products and subsystems designed to create, measure and control vacuum technology solutions such as cryogenic pumps for creating vacuum, product for measuring vacuum, and thermal management products that are used in manufacturing equipment for the semiconductor, data storage, flat panel display and solar industries.

The Global Customer Operations segment provides customers worldwide with crucial and timely support of all our hardware offerings. We assist with the installation of hardware products, product training, consulting and sustaining on-site support. Our extensive range of global support and system monitoring services are designed to lower the total cost of ownership for our customers. The objective is to increase our customers’ system uptime through rapid response to potential operating problems. We also develop and deliver enhancements to our customers’ installed base of production tools through upgrades and other services, including the support of legacy product lines. In addition, we maintain spare parts inventories in regional hubs to enable our personnel to serve our customers and to service our products more efficiently.

We continuously direct resources to introduce new generations of products and services to replace the current offerings. These products and services are the culmination of an extensive R&D program and extensive customer interactions over the past few years. New products and services are developed using a product life cycle management process designed to meet goals for performance, manufacturability, cost, reliability and support.

Customers

Within the semiconductor industry, we sell our products and services to nearly every major semiconductor chip manufacturer and OEM in the world, including all of the top ten chip companies and nine of the top ten equipment companies. Our customers outside the semiconductor industry are broadly diversified. We have major customers in North America, Europe and Asia. We expect international revenues to continue to represent a significant percentage of total revenues, as our industry is seeing an increasing business shift to Asia. See Note 16, “Segment and Geographic Information” of Notes to the Consolidated Financial Statements for further discussion of our sales by geographic region and revenue, income and assets by reportable segment. See Part I, Item 1A, “Risk Factors” for a discussion of the risks related to foreign operations.

Relatively few customers account for a substantial portion of our revenues, with the top 10 customers accounting for approximately 52% of our business in fiscal 2008. We have two customers, Applied Materials, Inc. and Lam Research Corporation, that each accounted for more than 10% of our overall revenues for the year.

Sales, Marketing and Customer Support

We market and sell our products and services in Asia, Europe and North America through our direct sales organization. The sales process for our products is often multilevel, involving a team comprised of individuals from sales, marketing, engineering, operations and senior management. In many cases a customer is assigned a team that engages the customer at different levels of its organization to facilitate planning, provide product customization when required, and to ensure open communication and support. Some of our Critical Components products and services for certain international markets are sold through local country distributors. Additionally, we serve the Japanese market for our Automation Systems products and services through our Yasakawa Brooks Automation (YBA) joint venture with Yasakawa Electric Corporation of Japan.

Our marketing activities include participation in trade shows, delivery of seminars, participation in industry forums, distribution of sales literature, publication of press releases and articles in business and industry publications. To enhance communication and support, particularly with our international customers, we maintain sales and service centers in Asian, European and North American locations. These facilities, together with our headquarters, maintain local support capability and demonstration equipment for customers to evaluate. Customers are encouraged to discuss features and applications of our demonstration equipment with our engineers located at these facilities.

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Competition

The semiconductor fab and process equipment manufacturing industries are highly competitive and characterized by continual changes and improvements in technology. The majority of equipment automation is still done in-house by OEMs. Our competitors among external vacuum automation suppliers are primarily Japanese companies such as Daihan, Daikin and Rorze. Also, contract manufacturing companies such as Sanmina, FoxSemicon and Flextronics are offering limited assembly and manufacturing services to OEMs. Our competitors among vacuum subsystems suppliers include Sumitomo Heavy Industries (SHI), Genesis, MKS Instruments and Inficon.

Atmospheric tool automation is outsourced to a larger degree and has a larger field of competitors due to the lower barriers to entry. We compete directly with other equipment automation suppliers of atmospheric modules and systems such as Asyst, Hirata, Kawasaki, Rorze, Sankyo, TDK and Shinko. Contract manufacturers are also providing assembly and manufacturing services for atmospheric systems.

We have a significant share of the market for vacuum cryogenic pumps and face few competitors. These competitors include SHI and Genesis. The vacuum measurement market for gauges is more fragmented with a variety of competitors that include MKS Instruments and Inficon.

We believe our customers will purchase our equipment automation products and vacuum subsystems as long as we continue to provide the necessary throughput, reliability, contamination control and accuracy for their advanced processing tools at an acceptable price point. We believe that we have competitive offerings with respect to all of these factors; however, we cannot guarantee that we will be successful in selling our products to OEMs who currently satisfy their automation needs in-house or from other independent suppliers, regardless of the performance or price of our products.

Research and Development

Our R&D efforts are principally focused on developing new products and services. Additionally, we invest in the enhancement of the functionality, degree of integration, reliability and performance of our existing products. Our engineering, marketing, operations and management personnel leverage their close collaborative relationships with many of their counterparts in customer organizations in an effort to proactively identify market demands with an ability to refocus our research and development investment to meet those demands as our customers require. With the rapid pace of change that characterizes semiconductor technology it is essential for us to provide high-performance and reliable products in order for us to maintain our leadership position.

Manufacturing

Our manufacturing operations are used for product assembly, integration and testing. We have adopted quality assurance procedures that include standard design practices, component selection procedures, vendor control procedures and comprehensive reliability testing and analysis to ensure the performance of our products. Our major manufacturing facilities are located in Chelmsford, Massachusetts; Gresham, Oregon; Petaluma, California; and Longmont, Colorado. As part of the Company’s long-term strategy to source products from lower cost Asian regions, we commenced utilizing our recently acquired manufacturing site in Wuxi, China to expand the reach of our Extended Factory strategy. The Wuxi facility conducts final assembly operations and the integration of products using sub-components being sourced from suppliers within a variety of lower cost Asian regions. Additionally, we manufacture certain sub-components for our vacuum products utilizing a third party manufacturing facility in Monterrey, Mexico.

We utilize a just-in-time manufacturing strategy, based on the concepts of demand flow technology, for a large portion of our manufacturing process. We believe that this strategy coupled with the outsourcing of non-critical components such as machined parts, wire harnesses and PC boards reduces our fixed operating costs, improves our working capital efficiency, reduces our manufacturing cycle times and improves our flexibility to rapidly adjust production capacities. While we often use single source suppliers for certain key components and common assemblies to achieve quality control and the benefits of economies of scale, we believe that these parts and materials are readily available from other supply sources. We will continue to broaden the sourcing of our components to low cost regions, more specifically Asia.

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Patents and Proprietary Rights

We rely upon patents, trade secret laws, confidentiality procedures, copyrights, trademarks and licensing agreements to protect our technology. Due to the rapid technological change that characterizes the semiconductor, flat panel display and related process equipment industries, we believe that the improvement of existing technology, reliance upon trade secrets and unpatented proprietary know-how and the development of new products may be as important as patent protection in establishing and maintaining competitive advantage. To protect trade secrets and know-how, it is our policy to require all technical and management personnel to enter into proprietary information and nondisclosure agreements. We cannot guarantee that these efforts will meaningfully protect our trade secrets.

We have obtained patents and will continue to make efforts to obtain patents, when available, in connection with our product development programs. We cannot guarantee that any patent obtained will provide protection or be of commercial benefit to us. Despite these efforts, others may independently develop substantially equivalent proprietary information and techniques. As of September 30, 2008, we have 368 United States patents and had 130 United States patent applications pending on our behalf. In addition, we have 392 foreign patents and had 439 foreign patent applications pending on our behalf. Our United States patents expire at various times through March 2027. We cannot guarantee that our pending patent applications or any future applications will be approved, or that any patents will not be challenged by third parties. Others may have filed and in the future may file patent applications that are similar or identical to ours. These patent applications may have priority over patent applications filed by us.

We have successfully licensed our FOUP (front-opening unified pod) load port technology to several companies and continue to pursue the licensing of this technology to more companies that we believe are utilizing our intellectual property.

There has been substantial litigation regarding patent and other intellectual property rights in the semiconductor and related industries. We have in the past been, and may in the future be, notified that we may be infringing intellectual property rights possessed by other third parties. We cannot guarantee that infringement claims by third parties or other claims for indemnification by customers or end users of our products resulting from infringement claims will not be asserted in the future or that such assertions, if proven to be true, will not materially and adversely affect our business, financial condition and results of operations. If any such claims are asserted against our intellectual property rights, we may seek to enter into a royalty or licensing arrangement. We cannot guarantee, however, that a license will be available on reasonable terms or at all. We could decide in the alternative to resort to litigation to challenge such claims or to attempt to design around the patented technology. Litigation or an attempted design around could be costly and would divert our management’s attention and resources. In addition, if we do not prevail in such litigation or succeed in an attempted design around, we could be forced to pay significant damages or amounts in settlement. Even if a design around is effective, the functional value of the product in question could be greatly diminished.

We acquired certain assets, including a transport system known as IridNet, from the Infab division of Jenoptik AG on September 30, 1999. Asyst Technologies, Inc. had previously filed suit against Jenoptik AG and other defendants, or collectively, the defendants, in the Northern District of California charging that products of the defendants, including IridNet, infringe Asyst’s U.S. Patent Nos. 4,974,166, or the ‘166 patent, and 5,097,421, or the ‘421 patent. Asyst later withdrew its claims related to the ‘166 patent from the case. Summary judgment of noninfringement was granted in that case by the District Court and judgment was issued in favor of Jenoptik on the ground that the product at issue did not infringe the asserted claims of the ’421 patent. Following certain rulings and findings adverse to Jenoptik, on August 3, 2007 the District Court issued final judgment in favor of Jenoptik. Asyst appealed, and on October 10, 2008, the United States Court of Appeals for the Federal Circuit entered an order affirming the District Court’s final judgment in favor of Jenoptik.

We had received notice that Asyst might amend its complaint in this Jenoptik litigation to name Brooks as an additional defendant, but no such action was ever taken. Based on our investigation of Asyst’s allegations, we do not believe we are infringing any claims of Asyst’s patents. Asyst may decide to seek to prohibit us from developing, marketing and using the IridNet product without a license. We cannot guarantee

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that a license would be available to us on reasonable terms, if at all. In any case, we could face litigation with Asyst. Jenoptik has agreed to indemnify us for any loss we may incur in this action.

Backlog

Backlog for our products as of September 30, 2008, totaled $63.8 million as compared to $111.2 million at September 30, 2007. This decrease is due to the cyclical semiconductor downturn and the current global economic contraction. Backlog consists of purchase orders for which a customer has scheduled delivery within the next 12 months. Backlog consists of orders principally for hardware and service agreements. Orders included in the backlog may be cancelled or rescheduled by customers without significant penalty. Backlog as of any particular date should not be relied upon as indicative of our revenues for any future period. A substantial percentage of current business generates no backlog because we deliver our products and services in the same period in which the order is received.

Employees

At September 30, 2008, we had 1,658 full time employees. In addition, the Company utilized 208 part time employees and contractors. We believe our future success will depend in larger part on our ability to attract and retain highly skilled employees. Approximately 55 employees in our facility in Jena, Germany are covered by a collective bargaining agreement. We consider our relationships with these and all employees to be good.

Available Information

Our internet website address is http://www.brooks.com. Through our website, we make available, free of charge, our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and any amendments to those reports, as soon as reasonably practicable after such materials are electronically filed, or furnished to, the Securities & Exchange Commission (“SEC”). These SEC reports can be accessed through the investor relations section of our website. The information found on our website is not part of this or any other report we file with or furnish to the SEC.

Item 1A.   Risk Factors

Factors That May Affect Future Results

You should carefully consider the risks described below and the other information in this report before deciding to invest in shares of our common stock. These are the risks and uncertainties we believe are most important for you to consider. Additional risks and uncertainties not presently known to us, which we currently deem immaterial or which are similar to those faced by other companies in our industry or business in general, may also impair our business operations. If any of the following risks or uncertainties actually occurs, our business, financial condition and operating results would likely suffer. In that event, the market price of our common stock could decline and you could lose all or part of your investment.

Risks Relating to Our Industry

Due in part to the cyclical nature of the semiconductor manufacturing industry and related industries, as well as due to volatility in worldwide capital and equity markets, we have recently incurred operating losses and may have future losses.

Our business is largely dependent on capital expenditures in the semiconductor manufacturing industry and other businesses employing similar manufacturing technology. The semiconductor manufacturing industry in turn depends on current and anticipated demand for integrated circuits and the products that use them. In recent years and at present, these businesses have experienced unpredictable and volatile business cycles due in large part to rapid changes in demand and manufacturing capacity for semiconductors, and these cycles have had a negative impact on our business, sometimes causing declining revenues and operation losses. Ongoing volatility in worldwide capital and equity markets is likely to have a similarly negative impact on our

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business. Recent economic developments on an international scale could lead to substantially diminished demand for our products and those of our customers which incorporate our products, especially in the semiconductor manufacturing industry. We could continue to experience future operating losses during an industry downturn and any period of uncertain demand. If an industry downturn continues for an extended period of time, our business could be materially harmed. Conversely, if demand improves rapidly, we could have insufficient inventory and manufacturing capacity to meet our customer needs on a timely basis, which could result in the loss of customers and various other expenses that could reduce gross margins and profitability.

We face substantial competition which may lead to price pressure and otherwise adversely affect our sales.

We face substantial competition throughout the world in each of our product areas. Our primary competitors are Asyst, Genesis, Inficon, Kawasaki, MKS Instruments, Rorze, Sankyo, SHI, Shinko and TDK and other smaller, regional companies. Also, contract manufacturing companies such as Sanmina and Flextronics are offering limited assembly and manufacturing services to the OEMs. We also endeavor to sell products to OEMs, such as Applied Materials, Novellus, KLA-Tencor and TEL, that also satisfy some or all of their semiconductor and flat panel display handling needs internally rather than by purchasing systems or modules from a supplier like us. Many of our competitors have substantial engineering, manufacturing, marketing and customer support capabilities. We expect our competitors to continue to improve the performance of their current products and to introduce new products and technologies that could adversely affect sales of our current and future products and services. New products and technologies developed by our competitors or more efficient production of their products could require us to make significant price reductions or decide not to compete for certain orders. If we fail to respond adequately to pricing pressures or fail to develop products with improved performance or developments with respect to the other factors on which we compete, we could lose customers or orders. If we are unable to compete effectively, our business and prospects could be materially harmed.

Risks Relating to Brooks

Our operating results could fluctuate significantly, which could negatively impact our business.

Our revenues, operating margins and other operating results could fluctuate significantly from quarter to quarter depending upon a variety of factors, including:

•  demand for our products as a result of the cyclical nature of the semiconductor manufacturing industry and the markets upon which it depends or otherwise;

•  changes in the timing and terms of product orders by our customers as a result of our customer concentration or otherwise;

•  changes in the mix of products and services that we offer;

•  timing and market acceptance of our new product introductions;

•  delays or problems in the planned introduction of new products, or in the performance of any such products following delivery to customers;

•  our competitors’ announcements of new products, services or technological innovations, which can, among other things, render our products less competitive due to the rapid technological change in our industry;

•  the timing and related costs of any acquisitions, divestitures or other strategic transactions;

•  our ability to reduce our costs in response to decreased demand for our products and services;

•  disruptions in our manufacturing process or in the supply of components to us;

•  write-offs for excess or obsolete inventory; and

•  competitive pricing pressures.

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As a result of these risks, we believe that quarter to quarter comparisons of our revenue and operating results may not be meaningful, and that these comparisons may not be an accurate indicator of our future performance.

Delays and technical difficulties in our products and operations may result in lost revenue, lost profit, delayed or limited market acceptance or product liability claims.

As the technology in our systems and manufacturing operations has become more complex and customized, it has become increasingly difficult to design and integrate these technologies into our newly-introduced systems, procure adequate supplies of specialized components, train technical and manufacturing personnel and make timely transitions to volume manufacturing. Due to the complexity of our manufacturing processes, we have on occasion failed to meet our customers’ delivery or performance criteria, and as a result we have deferred revenue recognition, incurred late delivery penalties and had higher warranty and service costs. We may experience these problems again in the future. We may be unable to recover expenses we incur due to changes or cancellations of customized orders. There are also substantial unanticipated costs associated with ensuring that new products function properly and reliably in the early stages of their life cycle. These costs have been and could in the future be greater than expected as a result of these complexities. Our failure to control these costs could materially harm our business and profitability.

Because many of our customers use our products for business-critical applications, any errors, defects or other performance or technical problems could result in financial or other damage to our customers and could significantly impair their operations. Our customers could seek to recover damages from us for losses related to any of these issues. A product liability claim brought against us, even if not successful, would likely be time-consuming and costly to defend and could adversely affect our marketing efforts.

If we do not continue to introduce new products and services that reflect advances in technology in a timely and effective manner, our products and services will become obsolete and our operating results will suffer.

Our success is dependent on our ability to respond to the technological change present in the markets we serve. The success of our product development and introduction depends on our ability to:

•  accurately identify and define new market opportunities and products;

•  obtain market acceptance of our products;

•  timely innovate, develop and commercialize new technologies and applications;

•  adjust to changing market conditions;

•  differentiate our offerings from our competitors’ offerings;

•  obtain intellectual property rights where necessary;

•  continue to develop a comprehensive, integrated product and service strategy;

•  properly price our products and services; and

•  design our products to high standards of manufacturability such that they meet customer requirements.

If we cannot succeed in responding in a timely manner to technological and/or market changes or if the new products that we introduce do not achieve market acceptance, we could lose our competitive position which could materially harm our business and our prospects.

Restructuring activities could adversely affect our ability to execute our business strategy.

Should it become necessary for us to restructure our business, including reducing our work force, due to worldwide market conditions or other factors that reduce the demand for our products and services, our ability to execute our business strategy could be adversely affected in a number of ways, including the loss of key employees; diversion of management’s attention from normal daily operations of the business; diminished

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ability to respond to customer requirements, both as to products and services; disruption of our engineering and manufacturing processes, which could adversely affect our ability to introduce new products and to deliver products both on a timely basis and in accordance with the highest quality standards; and a reduced ability to execute effectively internal administrative processes, including the implementation of key information technology programs.

We face risks associated with the implementation of our new Enterprise Resource Planning System.

We are in the process of installing a third party enterprise resource planning system, or ERP System, across our facilities, which will enable the sharing of customer, supplier and other data across our company. The installation and integration of the ERP System may divert the attention of our information technology professionals and certain members of management from the management of daily operations to the integration of the ERP System. Further, we may experience unanticipated delays in the implementation of the ERP System, increased costs from what we had anticipated to implement the ERP System, difficulties in the integration of the ERP System across our facilities or interruptions in service due to failures of the ERP System. Continuing and uninterrupted performance of our ERP System is critical to the success of our business strategy. Any damage or failure that interrupts or delays operations may dissatisfy customers and could have a material adverse effect on our business, financial condition, results of operations and cash flow.

The global nature of our business exposes us to multiple risks.

For the fiscal years ended September 30, 2008 and 2007, approximately 36% and 33%, respectively, of our revenues were derived from sales outside North America. We expect that international sales, including increased sales in Asia, will continue to account for a significant portion of our revenues. As a result of our international operations, we are exposed to many risks and uncertainties, including:

•  difficulties in staffing, managing and supporting operations in multiple countries;

•  longer sales-cycles and time to collection;

•  tariff and international trade barriers;

•  fewer legal protections for intellectual property and contract rights abroad;

•  different and changing legal and regulatory requirements in the jurisdictions in which we operate;

•  government currency control and restrictions on repatriation of earnings;

•  fluctuations in foreign currency exchange and interest rates; and

•  political and economic changes, hostilities and other disruptions in regions where we operate.

Negative developments in any of these areas in one or more countries could result in a reduction in demand for our products, the cancellation or delay of orders already placed, threats to our intellectual property, difficulty in collecting receivables, and a higher cost of doing business, any of which could materially harm our business and profitability.

Our business could be materially harmed if we fail to adequately integrate the operations of the businesses that we may acquire.

In the future, we may make acquisitions or significant investments in businesses with complementary products, services and/or technologies. Acquisitions present numerous risks, including:

•  difficulties in integrating the operations, technologies, products and personnel of the acquired companies and realizing the anticipated synergies of the combined businesses;

•  defining and executing a comprehensive product strategy;

•  managing the risks of entering markets or types of businesses in which we have limited or no direct experience;

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•  the potential loss of key employees, customers and strategic partners of ours or of acquired companies;

•  unanticipated problems or latent liabilities, such as problems with the quality of the installed base of the target company’s products or infringement of another company’s intellectual property by a target company’s activities or products;

•  problems associated with compliance with the target company’s existing contracts;

•  difficulties in managing geographically dispersed operations; and

•  the diversion of management’s attention from normal daily operations of the business.

If we acquire a new business, we may be required to expend significant funds, incur additional debt or issue additional securities, which may negatively affect our operations and be dilutive to our stockholders. In periods following an acquisition, we will be required to evaluate goodwill and acquisition-related intangible assets for impairment. When such assets are found to be impaired, they will be written down to estimated fair value, with a charge against earnings. The failure to adequately address these risks could materially harm our business and financial results.

Failure to retain key personnel could impair our ability to execute our business strategy.

The continuing service of our executive officers and essential engineering, technical and management personnel, together with our ability to attract and retain such personnel, is an important factor in our continuing ability to execute our strategy. There is substantial competition to attract such employees and the loss of any such key employees could have a material adverse effect on our business and operating results. The same could be true if we were to experience a high turnover rate among engineering and technical personnel and we were unable to replace them.

We face litigation risks relating to our past practices with respect to equity incentives that could have a material adverse effect on our business.

Several lawsuits, including both putative securities class actions and shareholder derivative actions, have been filed against us, our directors and officers and certain of our former directors and officers relating to our past practices with respect to equity incentives. See Part I, Item 3, “Legal Proceedings” for a more detailed description of these proceedings. Although all matters brought against us have been resolved or withdrawn, future actions could be taken. Litigation may be time-consuming, expensive and disruptive to normal business operations, and the outcome of litigation is difficult to predict. The defense of such lawsuits would result in significant expense and the continued diversion of our management’s time and attention from the operation of our business, which could impede our ability to achieve our business objectives. Some or all of the amount we may be required to pay to satisfy a judgment or settlement of any or all of these claims may not be covered by insurance.

Under indemnification agreements we have entered into with our officers and directors, we are required to indemnify them, and advance expenses to them, in connection with their participation in proceedings arising out of their service to us. These payments may be material, in particular since one of our former officers has been charged in connection with the United States Attorney’s investigation into our past practices with respect to equity incentives.

Risks Relating to Our Customers

Because we rely on a limited number of customers for a large portion of our revenues, the loss of one or more of these customers could materially harm our business.

We receive a significant portion of our revenues in each fiscal period from a relatively limited number of customers, and that trend is likely to continue. Sales to our ten largest customers accounted for approximately 52%, 54% and 50% of our total revenues in the fiscal years ended September 30, 2008, 2007 and 2006, respectively. As the semiconductor manufacturing industry continues to consolidate and a difficult cyclical downturn takes hold, the number of our potential customers could decrease, which would increase our

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dependence on our limited number of customers. The loss of one or more of these major customers, a decrease in orders from one of these customers, or the inability of one or more customers to make payments to us when they are due could materially affect our revenue, business and reputation.

Because of the lengthy sales cycles of many of our products, we may incur significant expenses before we generate any revenues related to those products.

Our customers may need several months to test and evaluate our products. This increases the possibility that a customer may decide to cancel or change plans, which could reduce or eliminate our sales to that customer. The impact of this risk can be magnified during the periods in which we introduce a number of new products, as has been the case during fiscal 2007 and 2008. As a result of this lengthy sales cycle, we may incur significant research and development expenses, and selling, general and administrative expenses before we generate the related revenues for these products, and we may never generate the anticipated revenues if our customer cancels or changes its plans.

In addition, many of our products will not be sold directly to the end-user but will be components of other products. As a result, we rely on OEMs to select our products from among alternative offerings to be incorporated into their equipment at the design stage; so-called design-ins. The OEMs’ decisions often precede the generation of volume sales, if any, by a year or more. Moreover, if we are unable to achieve these design-ins from an OEM, we would have difficulty selling our products to that OEM because changing suppliers involves significant cost, time, effort and risk on the part of that OEM.

Customers generally do not make long term commitments to purchase our products and our customers may cease purchasing our products at any time.

Sales of our products are often made pursuant to individual purchase orders and not under long-term commitments and contracts. Our customers frequently do not provide any assurance of minimum or future sales and are not prohibited from purchasing products from our competitors at any time. Accordingly, we are exposed to competitive pricing pressures on each order. Our customers also engage in the practice of purchasing products from more than one manufacturer to avoid dependence on sole-source suppliers for certain of their needs. The existence of these practices makes it more difficult for us to increase price, gain new customers and win repeat business from existing customers.

Other Risks

We may be subject to claims of infringement of third-party intellectual property rights, or demands that we license third-party technology, which could result in significant expense and prevent us from using our technology.

We rely upon patents, trade secret laws, confidentiality procedures, copyrights, trademarks and licensing agreements to protect our technology. Due to the rapid technological change that characterizes the semiconductor- and flat panel display process equipment industries, we believe that the improvement of existing technology, reliance upon trade secrets and unpatented proprietary know-how and the development of new products may be as important as patent protection in establishing and maintaining competitive advantage. To protect trade secrets and know-how, it is our policy to require all technical and management personnel to enter into nondisclosure agreements. We cannot guarantee that these efforts will meaningfully protect our trade secrets.

There has been substantial litigation regarding patent and other intellectual property rights in the semiconductor related industries. We have in the past been, and may in the future be, notified that we may be infringing intellectual property rights possessed by other third parties. We cannot guarantee that infringement claims by third parties or other claims for indemnification by customers or end users of our products resulting from infringement claims will not be asserted in the future or that such assertions, if proven to be true, will not materially and adversely affect our business, financial condition and results of operations.

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Particular elements of our technology could be found to infringe on the intellectual property rights or patents of others. Other companies may hold or obtain patents on inventions or otherwise claim proprietary rights to technology necessary to our business. For example, twice in 1992 and once in 1994 we received notice from General Signal Corporation that it believed that certain of our tool automation products infringed General Signal’s patent rights. We believe the matters identified in the notice from General Signal were also the subject of a dispute between General Signal and Applied Materials, Inc., which was settled in November 1997. There are also claims that have been made by Asyst Technologies Inc. that certain products we acquired through acquisition embody intellectual property owned by Asyst. To date no action has been instituted against us directly by General Signal, Applied Materials or Asyst.

We cannot predict the extent to which we might be required to seek licenses or alter our products so that they no longer infringe the rights of others. We also cannot guarantee that licenses will be available or the terms of any licenses we may be required to obtain will be reasonable. Similarly, changing our products or processes to avoid infringing the rights of others may be costly or impractical and could detract from the value of our products. If a judgment of infringement were obtained against us, we could be required to pay substantial damages and a court could issue an order preventing us from selling one or more of our products. Further the cost and diversion of management attention brought about by such litigation could be substantial, even if we were to prevail. Any of these events could result in significant expense to us and may materially harm our business and our prospects.

Our failure to protect our intellectual property could adversely affect our future operations.

Our ability to compete is significantly affected by our ability to protect our intellectual property. Existing trade secret, trademark and copyright laws offer only limited protection, and certain of our patents could be invalidated or circumvented. In addition, the laws of some countries in which our products are or may be developed, manufactured or sold may not fully protect our products. We cannot guarantee that the steps we have taken to protect our intellectual property will be adequate to prevent the misappropriation of our technology. Other companies could independently develop similar or superior technology without violating our intellectual property rights. In the future, it may be necessary to engage in litigation or like activities to enforce our intellectual property rights, to protect our trade secrets or to determine the validity and scope of proprietary rights of others, including our customers. This could require us to incur significant expenses and to divert the efforts and attention of our management and technical personnel from our business operations.

If the site of the majority of our manufacturing operations were to experience a significant disruption in operations, our business could be materially harmed.

The majority of our manufacturing facilities are concentrated in one location. If the operations of these facilities were disrupted as a result of a natural disaster, fire, power or other utility outage, work stoppage or other similar event, our business could be seriously harmed because we may be unable to manufacture and ship products and parts to our customers in a timely fashion.

Our business could be materially harmed if one or more key suppliers fail to deliver key components.

We currently obtain many of our key components on an as-needed, purchase order basis from numerous suppliers. Further, we are increasing our sourcing of products in Asia, and particularly in China, and we do not have a previous course of dealing with many of these suppliers. We do not generally have long-term supply contracts with any of these suppliers, and many of them have undertaken cost-containment measures in light of the recent downturn in the semiconductor industry. In the event of an industry upturn, these suppliers could face significant challenges in delivering components on a timely basis. Our inability to obtain components in required quantities or of acceptable quality could result in delays or reductions in product shipments to our customers. In addition, if a supplier or sub-supplier alters their manufacturing processes and suffers a production stoppage for any reason or modifies or discontinues their products, this could result in a delay or reduction in product shipments to our customers. Any of these contingencies could cause us to lose customers, result in delayed or lost revenue and otherwise materially harm our business.

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Our stock price is volatile.

The market price of our common stock has fluctuated widely. From the beginning of fiscal year 2007 through the end of fiscal year 2008, our stock price fluctuated between a high of $19.96 per share and a low of $7.68 per share. Consequently, the current market price of our common stock may not be indicative of future market prices, and we may be unable to sustain or increase the value of an investment in our common stock. Factors affecting our stock price may include:

•  variations in operating results from quarter to quarter;

•  changes in earnings estimates by analysts or our failure to meet analysts’ expectations;

•  changes in the market price per share of our public company customers;

•  market conditions in the semiconductor industry or the industries upon which it depends;

•  general economic conditions;

•  political changes, hostilities or natural disasters such as hurricanes and floods;

•  low trading volume of our common stock; and

•  the number of firms making a market in our common stock.

In addition, the stock market has recently experienced significant price and volume fluctuations. These fluctuations have particularly affected the market prices of the securities of high technology companies like ours. These market fluctuations could adversely affect the market price of our common stock.

A material amount of our assets represents goodwill and intangible assets, and our net income will be reduced if our goodwill or intangible assets become impaired.

As of September 30, 2008, our goodwill and intangible assets, net, represented approximately $178.4 million, or 26.9%, of our total assets. Goodwill is generated in our acquisitions when the cost of an acquisition exceeds the fair value of the net tangible and identifiable intangible assets we acquire. Goodwill is subject to an impairment analysis at least annually based on the fair value of the reporting unit. Intangible assets, which relate primarily to the customer relationships and technologies acquired by us as part of our acquisitions of other companies, are subject to an impairment analysis whenever events or changes in circumstances exist that indicate that the carrying value of the intangible asset might not be recoverable. During the year ended September 30, 2008, we recorded non-cash impairment charges of $200.1 million related to goodwill and intangible assets. We could be required to recognize additional reductions in our net income caused by the write-down of goodwill or intangible assets, which if significantly impaired, could materially and adversely affect our results of operations. See Note 6, “Goodwill and Intangible Assets” of Notes to the Consolidated Financial Statements for further discussion of goodwill and intangible assets.

Provisions in our organizational documents and contracts may make it difficult for someone to acquire control of us.

Our certificate of incorporation, bylaws and contracts contain provisions that would make more difficult an acquisition of control of us and could limit the price that investors might be willing to pay for our securities, including:

•  a prohibition on stockholder action by written consent;

•  the elimination of the right of stockholders to call a special meeting of stockholders;

•  a requirement that stockholders provide advance notice of any stockholder nominations of directors to be considered at any meeting of stockholders; and

•  a requirement that the affirmative vote of at least 80 percent of our shares be obtained for certain actions requiring the vote of our stockholders.

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Item 1B.   Unresolved Staff Comments

We have not received written comments from the Securities and Exchange Commission regarding our periodic or current reports under the Securities Exchange Act of 1934, as amended, that were received 180 days or more before September 30, 2008 and remain unresolved.

Item 2.   Properties

Our corporate headquarters and primary manufacturing/research and development facilities are currently located in three buildings in Chelmsford, Massachusetts, which we purchased in January 2001. We have a lease on a fourth building in Chelmsford adjacent to the three that we own. In summary, we maintain the following active principal facilities:

		Square Footage		Ownership Status/Lease
Location	Functions	(Approx.)		Expiration
Chelmsford, Massachusetts	Corporate headquarters, training, manufacturing and R&D		293,800	Owned
Chelmsford, Massachusetts	Manufacturing, training and warehouse		95,000	October 2014
Gresham, Oregon	Manufacturing and R&D		176,900	December 2010
Wuxi, China	Manufacturing		81,800	August 2010
Petaluma, California	Manufacturing and R&D		72,300	September 2011
Longmont, Colorado	Manufacturing and R&D		60,900	February 2015
Yongin-City, South Korea	Manufacturing, R&D and sales & support		35,200	November 2015
Jena, Germany	R&D, sales & support		31,300	Several leases with terms that end through July 2009

Our Automation Systems segment utilizes the facilities in Massachusetts, Oregon, South Korea and China. Our Critical Components segment utilizes the facilities in Massachusetts, California and Colorado. Our Global Customer Operations segment utilizes the facilities in Massachusetts, Germany and South Korea.

We maintain additional sales & support and training offices in California and Texas and overseas in Europe (France and Germany), as well as in Asia (Japan, China, Singapore and Taiwan) and the Middle East (Israel).

We currently sublease a total of 236,500 square feet of space previously exited as a result of our various restructuring activities. Another 141,800 square feet of mixed office and manufacturing/research and development space located in Massachusetts and Arizona is not in use and unoccupied at this time. We are actively exploring options to sublease, sell or negotiate an early termination agreement on this vacant property.

Item 3.   Legal Proceedings

There has been substantial litigation regarding patent and other intellectual property rights in the semiconductor and related industries. We have in the past been, and may in the future be, notified that we may be infringing intellectual property rights possessed by other third parties. We cannot guarantee that infringement claims by third parties or other claims for indemnification by customers or end users of our products resulting from infringement claims will not be asserted in the future or that such assertions, if proven to be true, will not materially and adversely affect our business, financial condition and results of operations. If any such claims are asserted against our intellectual property rights, we may seek to enter into a royalty or licensing arrangement. We cannot guarantee, however, that a license will be available on reasonable terms or at all. We could decide in the alternative to resort to litigation to challenge such claims or to attempt to design around the patented technology. Litigation or an attempted design around could be costly and would divert our management’s attention and resources. In addition, if we do not prevail in such litigation or succeed in an

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attempted design around, we could be forced to pay significant damages or amounts in settlement. Even if a design around is effective, the functional value of the product in question could be greatly diminished.

In addition to the material set forth below, please see “Patents and Proprietary Rights” in Part 1, Item 1, “Business” for a description of certain potential patent disputes.

Regulatory Proceedings Relating to Equity Incentive Practices and the Restatement

All pending inquiries and investigations of the Company by agencies of the United States Government pertaining to our past equity incentive-related practices have now been concluded, as described more fully below.

On May 12, 2006, we announced that Brooks had received notice that the Boston Office of the United States Securities and Exchange Commission (the “SEC”) was conducting an informal inquiry concerning stock option grant practices to determine whether violations of the securities laws had occurred. On June 2, 2006, the SEC issued a voluntary request for information to us in connection with an informal inquiry by that office regarding a loan we previously reported had been made to former Chairman and CEO Robert Therrien in connection with the exercise by him of stock options in 1999. On June 23, 2006, we were informed that the SEC had opened a formal investigation into this matter and on the general topic of the timing of stock option grants. On June 28, 2006, the SEC issued subpoenas to Brooks and to the Special Committee of the Board of Directors, which had previously been formed on March 8, 2006, requesting documents related to Brooks’ stock option grant practices and to the loan to Mr. Therrien.

On May 19, 2006, we received a grand jury subpoena from the United States Attorney (the “DOJ”) for the Eastern District of New York requesting documents relating to stock option grants. Responsibility for the DOJ’s investigation was subsequently assumed by the United States Attorney for the District of Massachusetts. On June 22, 2006 the United States Attorney’s Office for the District of Massachusetts issued a grand jury subpoena to us in connection with an investigation by that office into the timing of stock option grants by us and the loan to Mr. Therrien mentioned above. On May 9, 2007, we received a follow-up grand jury subpoena from the United States Attorney’s Office for the District of Massachusetts in connection with the same matters.

On July 25, 2007, a criminal indictment was filed in the United States District Court for the District of Massachusetts charging Robert J. Therrien, our former Chief Executive Officer and Chairman, with income tax evasion. A separate civil complaint was filed by the SEC on July 25, 2007 against Mr. Therrien in the United States District Court for the District of Massachusetts charging him with violations of federal securities laws.

On May 19, 2008, we entered into a settlement with the SEC relating to our historical stock option granting processes. We agreed to settle with the SEC, without admitting or denying the allegations in the Commission’s complaint, by consenting to the entry of a judgment enjoining future violations of the reporting, books and records, and internal controls provisions of the federal securities laws. We were not charged by the SEC with fraud nor were we required to pay any civil penalty or other money damages as part of the settlement. The option grants to which the SEC refers in its complaint were made between 1999 and 2001. The settlement completely resolves the previously disclosed SEC investigation into our historical stock option granting practices. As we disclosed previously, we were not charged in the criminal indictment against Mr. Therrien, and the United States Attorney’s Office has informed us that it has closed this matter as it relates to Brooks.

Private Litigation

All private class action and derivative action matters commenced against the Company relating to past equity incentive-related practices have been concluded or dismissed, as described more fully below.

On May 22, 2006, a derivative action was filed nominally on our behalf in the Superior Court for Middlesex County, Massachusetts, captioned as Mollie Gedell, Derivatively on Behalf of Nominal Defendant Brooks Automation, Inc. v. A. Clinton Allen, et al.

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On May 26, 2006, another derivative action was filed in the Superior Court for Middlesex County, Massachusetts nominally on our behalf, captioned as Ralph Gorgone, Derivatively on Behalf of Nominal Defendant Brooks Automation, Inc. v. Edward C. Grady, et al.

On August 4, 2006 the Superior Court for Middlesex County, Massachusetts, entered an order consolidating the above state derivative actions under docket number 06-1808 and the caption In re Brooks Automation, Inc. Derivative Litigation. On September 5, 2006, the plaintiffs filed a Consolidated Shareholder Derivative Complaint, which named several of our current and former directors, officers, and employees as defendants. The Consolidated Shareholder Derivative Complaint alleged that certain current and former directors and officers breached fiduciary duties owed to Brooks by backdating stock option grants, issuing inaccurate financial results and false or misleading public filings, and that Messrs. Therrien, Emerick and Khoury breached their fiduciary duties, and Mr. Therrien was unjustly enriched, as a result of the loan to and stock option exercise by Mr. Therrien mentioned above, and sought, on our behalf, damages for breaches of fiduciary duty and unjust enrichment, disgorgement to Brooks of all profits from allegedly backdated stock option grants, equitable relief, and plaintiffs’ costs and disbursements, including attorneys’ fees, accountants’ and experts’ fees, costs, and expenses. The defendants served motions to dismiss and, in response, plaintiffs moved for leave to amend their complaint. The Proposed Amended Complaint made allegations substantially similar to those in the Consolidated Shareholder Derivative Complaint, and named additional directors and officers as defendants. On May 4, 2007, the court granted plaintiffs leave to file an amended complaint. On June 22, 2007, the defendants served plaintiffs with motions to dismiss the amended complaint. The parties completed briefing the motions to dismiss on September 27, 2007, and oral argument was heard on December 4, 2007. On August 1, 2008, the court granted our motion to dismiss the case, and entered an order dismissing the amended consolidated shareholder derivative complaint in its entirety.

On May 30, 2006, a derivative action was filed in the United States District Court for the District of Massachusetts, captioned as Mark Collins, Derivatively on Behalf of Nominal Defendant Brooks Automation, Inc. v. Robert J. Therrien, et al. On June 7, 2006, a derivative action was filed in the United States District Court for the District of Massachusetts, captioned as City of Pontiac General Employees’ Retirement System, Derivatively on Behalf of Brooks Automation, Inc. v. Robert J. Therrien, et al.

The District Court issued an order consolidating the above federal derivative actions on August 15, 2006, and a Consolidated Verified Shareholder Derivative Complaint was filed on October 6, 2006, which named several of our current and former directors, officers, and employees as defendants. The Consolidated Verified Shareholder Derivative Complaint alleged violations of Section 10(b) and Rule 10b-5 of the Exchange act; Section 14(a) of the Exchange Act; Section 20(a) of the Exchange Act; breach of fiduciary duty; corporate waste; and unjust enrichment, and sought, on behalf of Brooks, damages, extraordinary equitable relief including disgorgement and a constructive trust for improvidently granted stock options or proceeds from alleged insider trading by certain defendants, plaintiffs’ costs and disbursements including attorneys’ fees, accountants’ and experts’ fees, costs and expenses. The court held a hearing on defendants’ motions to dismiss on August 6, 2008. On September 26, 2008, the court entered an order approving the plaintiffs’ voluntary dismissal of the action without prejudice.

On June 19, 2006, a putative class action was filed in the United States District Court, District of Massachusetts, captioned as Charles E. G. Leech Sr. v. Brooks Automation, Inc., et al.

On July 19, 2006, a second putative class action was filed in the United States District Court for the District of Massachusetts, captioned as James R. Shaw v. Brooks Automation, Inc. et al., No. 06-11239-RWZ. On December 13, 2006, the court issued an order consolidating the Shaw action with the Leech action described above and appointing a lead plaintiff and lead counsel. The lead plaintiff filed a Consolidated Amended Complaint, which named as defendants current and former directors and officers of Brooks, as well as PricewaterhouseCoopers LLP, our auditor. The Consolidated Amended Complaint alleged violations of Sections 10(b) and 20(a) of the Exchange Act and Rule 10b-5 and Sections 11, 12(a)(2), and 15 of the Securities Act.

Motions to dismiss were filed by all defendants in the case. In partial response to defendants’ motions to dismiss, the lead plaintiff filed a motion to amend the complaint to add a named plaintiff on May 10, 2007. Defendants filed an opposition to this motion. On June 26, 2007, the court heard argument on defendants’

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motions to dismiss and lead plaintiff’s motion to amend the complaint. On November 6, 2007, the court granted in part and denied in part defendants’ motions to dismiss, and allowed lead plaintiff’s motion to add a named plaintiff. The claims against PricewaterhouseCoopers LLP were dismissed. On June 24, 2008, a Stipulation and Agreement of Settlement Between All Parties was filed, pursuant to which the parties proposed a final settlement. The terms of the settlement, which includes no admission of liability or wrong doing by Brooks, provide for a full and complete release of all claims in the litigation, a bar order against claims in the nature of contribution, and a payment of $7.75 million to be paid directly by our insurance carrier into a settlement fund, pending final documentation and approval by the court of a plan of distribution. As of September 30, 2008, we recorded a receivable from our liability insurers of $8.8 million within current assets on our audited consolidated balance sheets which includes the settlement fund obligation of $7.75 million and a reimbursement of professional fees of $1.0 million. On October 3, 2008, the court entered orders granting the parties’ motion for settlement and closed the case.

On August 22, 2006, an action captioned as Mark Levy v. Robert J. Therrien and Brooks Automation, Inc., was filed in the United States District Court for the District of Delaware, seeking recovery, on behalf of Brooks, from Mr. Therrien under Section 16(b) of the Securities Exchange Act of 1934 for alleged “short-swing” profits earned by Mr. Therrien due to the loan and stock option exercise in November 1999 referenced above, and a sale by Mr. Therrien of Brooks stock in March 2000. The complaint seeks disgorgement of all profits earned by Mr. Therrien on the transactions, attorneys’ fees and other expenses. On February 20, 2007, a second Section 16(b) action, concerning the same loan and stock option exercise in November 1999 discussed above and seeking the same remedy, was filed in the United States District Court of the District of Delaware, captioned Aron Rosenberg v. Robert J. Therrien and Brooks Automation, Inc. On April 4, 2007, the court issued an order consolidating the Levy and Rosenberg actions. Brooks is a nominal defendant in the consolidated action and any recovery in this action, less attorneys’ fees, would go to the Company. On July 14, 2008, the court denied Mr. Therrien’s motion to dismiss this action.

On August 15, 2007, two actions were filed in Massachusetts Superior Court for Middlesex County, nominally on Brooks’ behalf, captioned Darr v. Grady et al. and Milton v. Grady et al. The two plaintiffs in these actions purported to be shareholders who had previously demanded that Brooks take action against individuals who allegedly had involvement with backdated stock options, and to which Brooks had responded. The defendants in these actions were several of our current and former officers, directors, and employees. These actions alleged several claims against the defendants based on granting or receiving backdated stock options, including breach of fiduciary duties, corporate waste, and unjust enrichment. The complaint sought on our behalf, inter alia, damages, extraordinary equitable and/or injunctive relief, an accounting, a constructive trust, disgorgement, and plaintiff’s costs and disbursements, including attorneys’ fees, accountants’ and experts’ fees, costs, and expenses. On September 20, 2007, the court granted defendants’ motion to consolidate the two matters. On June 5, 2008, the court granted plaintiffs’ motion for appointment as lead counsel, and on July 3, 2008, plaintiffs filed a consolidated amended complaint. On September 9, 2008, plaintiffs moved for voluntary dismissal, and on September 16, 2008, the court entered an order approving the plaintiffs’ motion for voluntary dismissal.

Matter to which the Company is Not a Party

Jenoptik-Asyst Litigation

We acquired certain assets, including a transport system known as IridNet, from the Infab division of Jenoptik AG on September 30, 1999. Asyst Technologies, Inc. had previously filed suit against Jenoptik AG and other defendants, or collectively, the defendants, in the Northern District of California charging that products of the defendants, including IridNet, infringe Asyst’s U.S. Patent Nos. 4,974,166, or the ’166 patent, and 5,097,421, or the ’421 patent. Asyst later withdrew its claims related to the ’166 patent from the case. Summary judgment of noninfringement was granted in that case by the District Court and judgment was issued in favor of Jenoptik on the ground that the product at issue did not infringe the asserted claims of the ’421 patent. Following certain rulings and findings adverse to Jenoptik, on August 3, 2007 the District Court issued final judgment in favor of Jenoptik. Asyst appealed, and on October 10, 2008, the United States Court

18

of Appeals for the Federal Circuit entered an order affirming the District Court’s final judgment in favor of Jenoptik.

We had received notice that Asyst might amend its complaint in this Jenoptik litigation to name Brooks as an additional defendant, but no such action was ever taken. Based on our investigation of Asyst’s allegations, we do not believe we are infringing any claims of Asyst’s patents. Asyst may decide to seek to prohibit us from developing, marketing and using the IridNet product without a license. We cannot guarantee that a license would be available to us on reasonable terms, if at all. In any case, we could face litigation with Asyst. Jenoptik has agreed to indemnify us for any loss we may incur in this action.

Litigation is inherently unpredictable and we cannot predict the outcome of the legal proceedings described above with any certainty. Should there be an adverse judgment against us, it may have a material adverse impact on our financial statements. Because of uncertainties related to both the amount and range of losses in the event of an unfavorable outcome in the lawsuits listed above or in certain other pending proceedings for which loss estimates have not been recorded, we are unable to make a reasonable estimate of the losses that could result from these matters and hence have recorded no accrual in our financial statements as of September 30, 2008.

Item 4.   Submission of Matters to a Vote of Security Holders

During the quarter ended September 30, 2008, no matters were submitted to a vote of security holders through the solicitation of proxies or otherwise.

PART II

Item 5.   Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Our common stock is traded on the Nasdaq Global Market under the symbol “BRKS”. The following table sets forth, for the periods indicated, the high and low close prices per share of our common stock, as reported by the Nasdaq Global Market:

	High		Low
Fiscal year ended September 30, 2008
First quarter	$	15.01	$	12.07
Second quarter		13.07		9.40
Third quarter		11.16		8.27
Fourth quarter		11.25		7.68
Fiscal year ended September 30, 2007
First quarter	$	15.26	$	12.79
Second quarter		17.53		13.74
Third quarter		18.66		16.38
Fourth quarter		19.96		13.52

Number of Holders

As of October 31, 2008, there were 1,211 holders of record of our common stock.

Dividend Policy

We have never declared or paid a cash dividend on our capital stock. The Board of Directors periodically reviews the strategic use of cash in excess of business needs.

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Issuance of Unregistered Common Stock

Not applicable.

Issuer’s Purchases of Equity Securities

On November 9, 2007, we announced that our Board of Directors authorized a stock repurchase plan to buy up to $200.0 million of our outstanding common stock. We did not repurchase any of our stock pursuant to this plan during the three months ended September 30, 2008. At each of July 31, August 31 and September 30, 2008, approximately $109.8 million of our common stock remained available for repurchase under the plan. There is no expiration date for the plan.

The following table provides information concerning shares of the Company’s Common Stock $0.01 par value purchased in connection with the forfeiture of shares to satisfy the employees’ obligations with respect to withholding taxes in connection with the vesting of certain shares of restricted stock during the three months ended September 30, 2008. Upon purchase, these shares are immediately retired.

							Maximum
							Number (or
							Approximate
					Total Number of		Dollar Value) of
	Total				Shares Purchased as		Shares that May Yet
	Number				Part of Publicly		be Purchased Under
	of Shares		Average Price Paid		Announced Plans		the Plans or
Period	Purchased		per Share		or Programs		Programs
July 1 — 31, 2008		396	$	8.11		396	$	—
August 1 — 31, 2008		2,899		9.25		2,899		—
September 1 — 30, 2008		515		8.82		515		—
Total		3,810	$	9.07		3,810	$	—

Item 6.   Selected Financial Data

The selected consolidated financial data set forth below should be read in conjunction with our consolidated financial statements and notes thereto and “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” appearing elsewhere in this report.

	Year Ended September 30,
	2008(4)			2007(1)(3)		2006(1)(2)		2005(1)			2004(1)
	(In thousands, except per share data)
Revenues	$	526,366		$	743,258	$	607,494	$	369,778		$	415,474
Gross profit	$	126,828		$	219,595	$	186,650	$	99,786		$	130,124
Income (loss) from continuing operations before income taxes, minority interests and equity in earnings of joint ventures	$	(236,152	)	$	55,636	$	24,067	$	(5,054	)	$	15,889
Income (loss) from continuing operations	$	(236,625	)	$	54,301	$	22,346	$	(5,953	)	$	19,318
Net income (loss)	$	(235,946	)	$	151,472	$	25,930	$	(11,612	)	$	14,659
Basic earnings (loss) from continuing operations per share	$	(3.67	)	$	0.74	$	0.31	$	(0.13	)	$	0.45
Diluted earnings (loss) from continuing operations per share	$	(3.67	)	$	0.73	$	0.31	$	(0.13	)	$	0.44
Shares used in computing basic earnings (loss) per share		64,542			73,492		72,323		44,919			43,006
Shares used in computing diluted earnings (loss) per share		64,542			74,074		72,533		44,919			43,573

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	As of September 30,
	2008		2007		2006		2005		2004
	(In thousands)
Total assets	$	663,638	$	1,014,838	$	992,577	$	624,080	$	671,039
Working capital	$	235,795	$	346,883	$	252,633	$	168,231	$	294,137
Current portion of long-term debt and other obligations	$	—	$	—	$	—	$	12	$	11
Subordinated notes due 2008	$	—	$	—	$	—	$	175,000	$	175,000
Other long-term debt (less current portion)	$	—	$	—	$	—	$	2	$	14
Stockholders’ equity	$	541,995	$	859,779	$	799,134	$	309,835	$	312,895

	Year Ended September 30, 2008
	First			Second			Third			Fourth
	Quarter			Quarter			Quarter			Quarter
	(In thousands, except per share data)
Revenues	$	147,833		$	147,647		$	124,016		$	106,870
Gross profit	$	38,449		$	36,439		$	28,857		$	23,083
Loss from continuing operations	$	(1,419	)	$	(8,664	)	$	(10,326	)	$	(216,216	)
Basic and diluted loss from continuing operations per share	$	(0.02	)	$	(0.14	)	$	(0.17	)	$	(3.45	)

	Year Ended September 30, 2007
	First		Second		Third		Fourth
	Quarter		Quarter		Quarter		Quarter
	(In thousands, except per share data)
Revenues	$	191,368	$	194,926	$	190,461	$	166,503
Gross profit	$	59,682	$	62,490	$	57,436	$	39,987
Income (loss) from continuing operations	$	16,979	$	15,751	$	22,864	$	(1,293	)
Basic earnings (loss) from continuing operations per share	$	0.23	$	0.21	$	0.30	$	(0.02	)
Diluted earnings (loss) from continuing operations per share	$	0.23	$	0.21	$	0.30	$	(0.02	)

(1)	Amounts from continuing operations exclude results of operations of the Specialty Equipment and Life Sciences division and the Software division which were reclassified as a discontinued operation in June 2005 and October 2006, respectively.
(2)	Amounts include results of operations of Helix Technology Corporation (acquired October 26, 2005) and Synetics Solutions Inc. (acquired June 30, 2006) for the periods subsequent to their respective acquisitions.
(3)	Amounts include results of operations of Keystone Electronics (Wuxi) Co., Ltd. (acquired effective July 1, 2007) for the periods subsequent to its acquisition.
(4)	Income (loss) from continuing operations before income taxes, minority interests and equity in earnings of joint ventures, income (loss) from continuing operations and net income (loss) includes a non-cash $200.1 million charge for the impairment of goodwill and intangible assets and a $3.5 million charge for the impairment of certain buildings and leasehold improvements.

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Item 7.   Management’s Discussion and Analysis of Financial Condition and Results of Operations

Certain statements in this Form 10-K constitute “forward-looking statements” which involve known risks, uncertainties and other factors which may cause the actual results, our performance or our achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements such as estimates of future revenue, gross margin, and expense levels as well as the performance of the semiconductor industry as a whole. Such factors include the “Risk Factors” set forth in Part I, Item 1A. Precautionary statements made herein should be read as being applicable to all related forward-looking statements whenever they appear in this report.

Overview

We are a leading provider of automation, vacuum and instrumentation solutions and are a highly valued business partner to original equipment manufacturers (OEM) and equipment users throughout the world. We serve markets where equipment productivity and availability is a critical factor for our customers’ success. Our largest served market is the semiconductor manufacturing industry. We also provide unique solutions to customers in data storage, advanced display, analytical instruments and solar markets. We develop and deliver differentiated solutions that range from proprietary products to highly respected manufacturing services.

On March 30, 2007, we completed the sale of our software division, Brooks Software, to Applied Materials, Inc. (“Applied”) for cash consideration and the assumption of certain liabilities related to Brooks Software. Brooks Software provided real-time applications for greater efficiency and productivity in collaborative, complex manufacturing environments. We transferred to Applied substantially all of our assets primarily related to Brooks Software, including the stock of several subsidiaries engaged only in the business of Brooks Software, and Applied assumed certain liabilities related to Brooks Software. We sold our software division in order to focus on our core semiconductor-related hardware businesses. We recognized a gain on disposal of the software division. Effective October 1, 2006, our consolidated financial statements and notes have been reclassified to reflect this business as a discontinued operation in accordance with SFAS No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets.”

In the fourth quarter of fiscal 2007, we made changes to our internal reporting structure and began reporting results in three segments: Automation Systems, Critical Components and Global Customer Operations. In the second quarter of fiscal 2008 these segment disclosures were refined to reflect the results of a comprehensive review of operations conducted subsequent to the appointment of a new CEO and CFO. These refinements resulted in minor changes to the previously disclosed split of revenues and gross margins among segments and between products and services. Our Automation Systems segment provides a range of wafer handling products and systems that support both atmospheric and vacuum process technology used by our customers. Our Critical Components Operations segment includes cryogenic vacuum pumping, thermal management and vacuum measurement products used to create, measure and control critical process vacuum applications. Our Global Customer Operations segment consists of our after market activities including an extensive range of service support to our customers to address their on-site needs, spare parts and repair services, and support of legacy product lines. Certain reclassifications have been made in the 2007 and 2006 consolidated financial statements to conform to the 2008 presentation.

The demand for semiconductors and semiconductor manufacturing equipment is cyclical, resulting in periodic expansions and contractions. Demand for our products has been impacted by these cyclical industry conditions. During fiscal 2006 and throughout most of fiscal 2007, we benefited from an industry expansion. During the fourth quarter of fiscal 2007, we began to observe a contraction in the demand for semiconductor manufacturing equipment. The length and severity of these downturns can be difficult to predict.

Recent Developments

We have experienced changes in our senior management team during fiscal year 2008 including the appointment of a new President and Chief Executive Officer, Robert J. Lepofsky, on October 1, 2007, and the appointment of a new Chief Financial Officer, Martin S. Headley, on January 28, 2008. Our new management

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team embarked on a review of our organizational structure and resource requirements, which resulted in restructuring charges during fiscal year 2008.

In fiscal 2008, our total revenues decreased from fiscal 2007 by 29.2% to $526.4 million. Our revenue by segment for fiscal 2008 and 2007 is as follows (in thousands):

	For the Year Ended September 30,
	2008				2007
Automation Systems	$	273,294	51.9	%	$	443,501	59.7	%
Critical Components		127,035	24.1	%		165,225	22.2	%
Global Customer Operations		126,037	24.0	%		134,532	18.1	%
	$	526,366	100.0	%	$	743,258	100.0	%

During the fourth quarter of fiscal 2007, we began to observe a slowdown in the demand for semiconductor capital equipment. This slowdown continued throughout fiscal year 2008. Based on discussions with our customer base, and external market forecasts, we had expected a material improvement in demand for semiconductor capital equipment during 2009. Based on recent communications with our semiconductor customers, and revised external market forecasts, we now believe that demand for our products will decline further as a result of the global economic slowdown. This abrupt change in our outlook has resulted in an expectation of lower cash flows from all three of our operating segments, which has led to an impairment of our goodwill and intangible assets of $200.1 million as of September 30, 2008. In addition, we recorded an impairment charge of $3.5 million to write-down certain buildings and leasehold improvements to fair value as of September 30, 2008.

In response to the weakness in demand, we have begun an analysis of our cost structure and expect to make further significant cost reductions during 2009. Due to the preliminary stage of this analysis, we cannot yet predict the cost or benefit of this restructuring effort.

Critical Accounting Policies and Estimates

The preparation of the Consolidated Financial Statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an ongoing basis, we evaluate our estimates, including those related to bad debts, inventories, intangible assets, goodwill, income taxes, warranty obligations and contingencies. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, including current and anticipated worldwide economic conditions both in general and specifically in relation to the semiconductor industry, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. As discussed in the year over year comparisons below, actual results may differ from these estimates under different assumptions or conditions.

We believe the following critical accounting policies affect our more significant judgments and estimates used in the preparation of our Consolidated Financial Statements.

Revenues

Product revenues are associated with the sale of hardware systems, components and spare parts as well as product license revenue. Service revenues are associated with service contracts, repairs, upgrades and field service.

Revenue from product sales that do not include significant customization is recorded upon delivery and transfer of risk of loss to the customer provided there is evidence of an arrangement, fees are fixed or determinable, collection of the related receivable is reasonably assured and, if applicable, customer acceptance criteria have been successfully demonstrated. Customer acceptance provisions include final testing and acceptance carried out prior to shipment. These pre-shipment testing and acceptance procedures ensure that the product meets the published specification requirements before the product is shipped. In the limited

23

situations where the arrangement contains extended payment terms, revenue is recognized as the payments become due. When significant on site customer acceptance provisions are present in the arrangement, revenue is recognized upon completion of customer acceptance testing.

Revenue associated with service agreements is generally recognized ratably over the term of the contract. Revenue from repair services or upgrades of customer-owned equipment is recognized upon completion of the repair effort and upon the shipment of the repaired item back to the customer. In instances where the repair or upgrade includes installation, revenue is recognized when the installation is completed.

Intangible Assets, Goodwill and Other Long-Lived Assets

As a result of our acquisitions, we have identified intangible assets and generated significant goodwill. Intangible assets are valued based on estimates of future cash flows and amortized over their estimated useful life. Goodwill is subject to annual impairment testing as well as testing upon the occurrence of any event that indicates a potential impairment. Intangible assets and other long-lived assets are subject to an impairment test if there is an indicator of impairment. The carrying value and ultimate realization of these assets is dependent upon estimates of future earnings and benefits that we expect to generate from their use. If our expectations of future results and cash flows are significantly diminished, intangible assets and goodwill may be impaired and the resulting charge to operations may be material. When we determine that the carrying value of intangibles or other long-lived assets may not be recoverable based upon the existence of one or more indicators of impairment, we use the projected undiscounted cash flow method to determine whether an impairment exists, and then measure the impairment using discounted cash flows. For goodwill, we compare the fair value of our reporting units by measuring discounted cash flows to the book value of the reporting units and measure impairment, if any, as the difference between the resulting implied fair value of goodwill and the recorded book value of the goodwill.

The estimation of useful lives and expected cash flows require us to make significant judgments regarding future periods that are subject to some factors outside of our control. Changes in these estimates can result in significant revisions to the carrying value of these assets and may result in material charges to the results of operations.

We have elected to perform our annual goodwill impairment testing as required under FAS 142 on September 30 of each fiscal year. During this process, estimates of revenue and expense were developed for each of our reporting units based on internal as well as external market forecasts. Our analyses indicated no impairment of the goodwill in fiscal 2006 and 2007. Although we experienced a cyclical slowdown in demand during fiscal 2008, external market forecasts available to us throughout this period indicated that demand would improve in 2009. These external market forecasts changed abruptly toward the end of fiscal 2008 and again into early fiscal 2009. The downturn experienced in the semiconductor capital equipment market during 2008 has been worsened by the global economic slowdown. We do not expect a recovery in demand for semiconductor capital equipment in the near term. This abrupt change in our outlook has resulted in an expectation of lower cash flows from all three of our operating segments, which has led to an impairment of our goodwill and intangible assets of $200.1 million as of September 30, 2008. The determination of the amount of an impairment includes a number of judgments including the determination of peer companies, which are used to determine discount rates and terminal value factors. We also construct multi-year cash flow forecasts for each segment, which are discounted to present value using the predetermined discount rate.

Accounts Receivable

We record trade accounts receivable at the invoiced amount. Trade accounts receivables do not bear interest. The allowance for doubtful accounts is our best estimate of the amount of probable credit losses in our existing accounts receivable. We determine the allowance based on historical write-off experience by customer. We review our allowance for doubtful accounts quarterly. Past due balances over 90 days and over a specified amount are reviewed individually for collectibility. All other balances are reviewed on a pooled basis by type of receivable. Account balances are charged off against the allowance when we feel it is probable the receivable will not be recovered. We do not have any off-balance-sheet credit exposure related to our customers.

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Warranty

We provide for the estimated cost of product warranties at the time revenue is recognized. While we engage in extensive product quality programs and processes, including actively monitoring and evaluating the quality of our component suppliers, our warranty obligation is estimated by assessing product failure rates, material usage and service delivery costs incurred in correcting a product failure. Should actual product failure rates, material usage or service delivery costs differ from our estimates, revisions to the estimated warranty liability would be required and may result in additional benefits or charges to operations.

Inventory

We provide reserves for estimated obsolescence or unmarketable inventory equal to the difference between the cost of inventory and the estimated market value based upon assumptions about future demand and market conditions. We fully reserve for inventories and noncancelable purchase orders for inventory deemed obsolete. We perform periodic reviews of all inventory items to identify excess inventories on hand by comparing on-hand balances to anticipated usage using recent historical activity as well as anticipated or forecasted demand, based upon sales and marketing inputs through our planning systems. If estimates of demand diminish further or actual market conditions are less favorable than those projected by management, additional inventory write-downs may be required.

Deferred Taxes

We record a valuation allowance to reduce our deferred tax assets to the amount that is more likely than not to be realized. We have considered future taxable income and ongoing tax planning strategies in assessing the need for the valuation allowance. In the event we determine that we would be able to realize our deferred tax assets in excess of their net recorded amount, an adjustment to the deferred tax asset would increase income in the period such determination was made. Likewise, should we subsequently determine that we would not be able to realize all or part of our net deferred tax assets in the future, an adjustment to the deferred tax assets would be charged to income in the period such determination was made.

In accordance with SFAS 109, management has considered the weight of all available evidence in determining whether a valuation allowance remains to be required against its deferred tax assets at September 30, 2008. Given the losses incurred in fiscal 2008 combined with the near term uncertainty with regard to the outlook of the semiconductor sector, we have determined that it is more likely than not that the net deferred tax assets will not be realized. The amount of the deferred tax asset considered realizable is subject to change based on future events, including generating taxable income in future periods. We continue to assess the need for the valuation allowance at each balance sheet date based on all available evidence.

Stock-Based Compensation

As of October 1, 2005, we adopted SFAS 123R using the modified prospective method, which requires measurement of compensation cost for all stock awards at fair value on date of grant and recognition of compensation over the service period for awards expected to vest. The fair value of restricted stock is determined based on the number of shares granted and the excess of the quoted price of our common stock over the exercise price of the restricted stock on the date of grant, and the fair value of stock options is determined using the Black-Scholes valuation model, which is consistent with our valuation techniques previously utilized for options in footnote disclosures required under SFAS 123, as amended by SFAS 148. Such value is recognized as expense over the service period, net of estimated forfeitures. The estimation of stock awards that will ultimately vest requires significant judgment. We consider many factors when estimating expected forfeitures, including types of awards, employee class, and historical experience. Actual results, and future changes in estimates, may differ substantially from our current estimates. Restricted stock with market-based vesting criteria is valued using a lattice model.

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Year Ended September 30, 2008, Compared to Year Ended September 30, 2007

Revenues

We reported revenues of $526.4 million for the year ended September 30, 2008, compared to $743.3 million in the previous year, a 29.2% decrease. The total decrease in revenues of $216.9 million impacted all of our operating segments. Our Automation Systems segment revenues decreased by $170.2 million, our Critical Components segment revenues decreased by $38.2 million and our Global Customer Operations segment revenues decreased by $8.5 million. These decreases were the result of lower volume shipments in response to declining demand for semiconductor capital equipment. We expect the volume of shipments to further decline in the near term in response to the global economic slowdown.

Our Automation Systems segment reported revenues of $273.3 million in the year ended September 30, 2008, a decrease of 38.4% from $443.5 million in the prior year. This decrease is attributable to weaker demand for semiconductor capital equipment and impacted all product lines within this segment.

Our Critical Components segment reported revenues of $127.0 million, a 23.1% decrease from $165.2 million in the prior year. This decrease principally reflects lower revenues of $30.7 million for cryogenic vacuum pumping, including a one-time royalty license of $8.5 million recorded in the prior year. These decreases were partially offset by $4.9 million of increased revenue from non-semiconductor industry related customers.

Our Global Customer Operations segment reported revenues of $126.0 million, a 6.3% decrease from $134.5 million in the prior year. This decrease is attributable to lower legacy product revenue of $5.3 million, lower service contract and repair revenues of $2.5 million and lower spare part revenue of $0.6 million. Service contract and repair revenues, which include spare parts, were $114.7 million, a 2.7% decrease from $117.9 million in the prior year. All service revenues are related to our Global Customer Operations segment.

Revenues outside the United States were $189.5 million, or 36.0% of total revenues, and $248.8 million, or 33.5% of total revenues, in the years ended September 30, 2008 and 2007, respectively. We expect that foreign revenues will continue to account for a significant portion of total revenues.

Gross Margin

Gross margin dollars decreased to $126.8 million for the year ended September 30, 2008, a decrease of 42.3% from $219.6 million for the year ended September 30, 2007. Gross margin for both periods included $9.3 million of completed technology amortization related to the acquisitions of Helix Technology Corporation in October 2005 and Synetics Solutions Inc. in June 2006. Gross margin percentage decreased to 24.1% for the year ended September 30, 2008, compared to 29.5% for the prior year, primarily due to the lower absorption of indirect factory overhead on lower revenues.

Gross margin of our Automation Systems segment decreased to $54.7 million in the year ended September 30, 2008, a decrease of 54.2% from $119.5 million for the year ended September 30, 2007. Gross margin included $0.6 million in both years for completed technology amortization related to the Synetics acquisition. Gross margin percentage decreased to 20.0% for the year ended September 30, 2008 as compared to 26.9% in the prior year, primarily due to lower absorption of indirect factory overhead on lower revenues.

Gross margin of our Critical Components segment decreased to $47.9 million in the year ended September 30, 2008, a decrease of 27.6% from $66.2 million in the prior year. Gross margin for both periods included $3.9 million of completed technology amortization related to the Helix acquisition. Gross margin for the prior year includes an $8.5 million one-time royalty license. Gross margin percentage was 37.7% for the year ended September 30, 2008 as compared to 40.1% in the prior year. This decrease is the result of the one-time royalty license in the prior year which increased the prior year gross margin percentage by 3.2%. Effective cost containment efforts for this segment offset the impact of lower absorption of factory overhead on lower revenues.

Gross margin of our Global Customer Operations segment decreased to $24.2 million in the year ended September 30, 2008, a decrease of 28.6% from the $33.9 million in the prior year. Gross margin for both periods included $4.8 million of completed technology amortization related to the Helix acquisition. Gross

26

margin percentage was 19.2% for the year ended September 30, 2008 as compared to 25.2% in the prior year. The decrease in gross margin percentage was attributable to reduced margin on legacy product sales caused primarily by charges to write-down legacy product inventory to net realizable value, and an under utilization of our service infrastructure. In response to these declining gross margins, we have reduced the size of our service infrastructure, and expect to make additional cost reductions.

Research and Development

Research and development expenses for the year ended September 30, 2008, were $42.9 million, a decrease of $8.8 million, compared to $51.7 million in the previous year. While there is continued support for high priority projects, we did experience lower spending of $6.6 million associated with automation systems product development with certain development cycles coming to completion.

Selling, General and Administrative

Selling, general and administrative expenses were $110.5 million for the year ended September 30, 2008, a decrease of $9.9 million compared to $120.4 million in the prior year. The decrease is primarily attributable to a $6.2 million decrease in management incentive costs, a $2.5 million decrease in legal fees primarily as a result of the settlement of stockholder litigation and a $1.3 million reduction in stock-based compensation expense mainly due to the departure of certain executives. In connection with our implementation of the Oracle ERP system, we treat certain internal labor costs as part of the cost to implement this system. These costs, along with third party consulting fees and software licenses are treated as capital expenditures, and will be depreciated over the useful life of this system. During fiscal 2008, we increased the amount of labor costs capitalized for our Oracle project by $1.2 million, with an offsetting reduction to our selling, general and administrative expenses. These decreases were partially offset by $1.1 million of higher intangible asset amortization.

Impairment Charges

We recorded a non-cash impairment charge of $203.6 million in the year ended September 30, 2008. We experienced a cyclical slowdown in demand during fiscal 2008. Throughout most of fiscal 2008, external market forecasts indicated that demand would improve in 2009. These external market forecasts changed abruptly at the end of fiscal 2008 and into early fiscal 2009. The downturn experienced in the semiconductor capital equipment market during 2008 has been worsened by the global economic slowdown. We do not expect a recovery in demand for semiconductor capital equipment in the near term. This abrupt change in our outlook has resulted in an expectation of lower cash flows from all three of our operating segments, which has led to a non-cash impairment of our goodwill and intangible assets of $200.1 million as of September 30, 2008. In addition, we recorded a non-cash impairment charge of $3.5 million to write-down certain buildings and leasehold improvements to fair value as of September 30, 2008.

Restructuring Charges

We recorded a charge to continuing operations of $7.3 million in the year ended September 30, 2008. This charge consists of $6.8 million of severance costs associated with workforce reductions of 230 employees in operations, service and administrative functions across all the main geographies in which we operate. We also incurred $0.5 million of costs to vacate excess facilities in San Jose, California and South Korea. Our restructuring charges by segment for fiscal 2008 were: Global Customer Operations — $2.7 million, Automated Systems — $2.2 million and Critical Components - $0.4 million. In addition, we incurred $2.0 million of restructuring charges in fiscal 2008 that were related to general corporate functions that support all of our segments. The accruals for workforce reductions are expected to be paid over the next twelve months. We expect the annual salary and benefit savings as a result of these actions will be approximately $14.0 million. The cost savings resulting from these restructuring actions are expected to yield actual cash savings, net of the related costs, within twelve months. We are expanding our cost reduction efforts in response to the global economic slowdown and expect to take further restructuring charges during fiscal 2009.

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We recorded a restructuring charge to continuing operations of $7.1 million in the year ended September 30, 2007. This charge consists of $3.1 million to fully recognize our remaining obligation on the lease associated with our vacant facility in Billerica, Massachusetts, along with $4.0 million of severance costs associated with workforce reductions of approximately 90 employees in operations, service and administrative functions principally in the U.S., Germany and Korea.

Interest Income and Expense

Interest income decreased by $4.5 million, to $7.4 million, in the year ended September 30, 2008, from $11.9 million for the prior year. Approximately $2.6 million of this decrease is due to lower investment balances as a result of repurchases of our common stock during the first and second quarters of fiscal 2008, with the balance of the decrease attributable to lower interest rates on our investments. Interest expense decreased to $0.4 million for the year ended September 30, 2008 as compared to $0.6 million in the prior year. Interest expense relates primarily to discounting of multi-year restructuring costs.

Gain (Loss) on Investment

During the three months ended June 30, 2007, a company in which Brooks held a minority equity interest was acquired by a closely-held Swiss public company. Our minority equity investment had been previously written down to zero in 2003. As a result, we received shares of common stock from the acquirer in exchange for our minority equity interest and recorded a gain of $5.1 million.

During the year ended September 30, 2008, we recorded a charge of $3.9 million to write-down our minority equity investment in the Swiss public company to its fair value based on our determination that the decline in fair value was other than temporary. The remaining balance of this investment at September 30, 2008 after giving effect to foreign exchange was $1.7 million.

Other (Income) Expense

Other expense, net of $1.7 million for the year ended September 30, 2008 consists of foreign exchange losses of $3.5 million, which was partially offset by royalty income of $0.9 million, the receipt of $0.8 million of principal repayments on notes that had been previously written off and other income of $0.1 million. Other expense, net of $1.1 million for the year ended September 30, 2007 consisted of foreign exchanges losses of $3.2 million, offset by the receipt of $2.1 million of principal repayment on two notes that had been previously written off.

Income Tax Provision

We recorded an income tax provision of $1.2 million in the year ended September 30, 2008 and an income tax provision of $2.3 million in the year ended September 30, 2007. The tax provision recorded in fiscal 2008 and 2007 is principally attributable to alternative minimum tax and taxes on foreign income. We continued to provide a full valuation allowance for our net deferred tax assets at September 30, 2008 and 2007, as we believe it is more likely than not that the future tax benefits from accumulated net operating losses and deferred taxes will not be realized.

We adopted the provisions of FIN No. 48 on October 1, 2007. The implementation of FIN No. 48 did not materially affect our financial position or results of operations. Of the unrecognized tax benefits of $11.9 million at September 30, 2008, we currently anticipate that approximately $1.0 million will be paid in settlement during the next twelve months as a result of finalizing certain non-U.S. audits.

Equity in Earnings of Joint Ventures

Income associated with our 50% interest in ULVAC Cryogenics, Inc., a joint venture with ULVAC Corporation of Japan, was $0.2 million in the year ended September 30, 2008, compared to $0.9 million in the prior year. Income associated with our 50% interest in Yaskawa Brooks Automation, Inc., a joint venture with

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Yaskawa Electric Corporation of Japan was $0.5 million for the year ended September 30, 2008 as compared to $0.1 million in the prior year.

Discontinued Operations

We completed the sale of our software division to Applied Materials on March 30, 2007. During the year ended September 30, 2008, we settled all remaining escrow items resulting in an additional gain of $0.7 million. We recorded income from the operation of our discontinued software business of $13.3 million for the year ended September 30, 2007. We recorded a gain of $83.9 million in the second quarter of fiscal year 2007 on the sale of our discontinued software business. This gain reflects the proceeds of $132.5 million of cash consideration, offset by expenses of $7.7 million, a tax provision of $1.9 million, and the write-off of net assets totaling $39.0 million.

Year Ended September 30, 2007, Compared to Year Ended September 30, 2006

Revenues

We reported revenues of $743.3 million for the year ended September 30, 2007, compared to $607.5 million in the previous year, a 22.4% increase. The increase reflects higher revenues related to our Automation Systems segment of $106.6 million, higher revenues associated with our Critical Components segment of $21.7 million, and higher revenues associated with our Global Customer Operations segment of $7.5 million due primarily to higher demand for semiconductor capital equipment experienced in fiscal 2007.

Our Automation Systems segment reported revenues of $443.5 million in the year ended September 30, 2007, an increase of 31.6% from $336.9 million in the prior year. This increase reflects the additional revenues of $75.5 million related to the Synetics acquisition, along with higher revenues related to our legacy Brooks automation products due to higher demand for semiconductor capital equipment experienced in fiscal 2007.

Our Critical Components segment reported revenues of $165.2 million, a 15.1% increase from $143.5 million in the prior year. This increase reflects higher revenues of $17.0 million for cryogenic vacuum pumping including incremental product license revenues of $8.5 million experienced in the third quarter of fiscal 2007, higher revenues of $3.4 million associated with thermal measurement products, and $1.3 million of additional revenues for vacuum measurement and air flow control products.

Our Global Customer Operations segment reported revenues of $134.5 million, a 5.9% increase from $127.0 million in the prior year. This increase is primarily attributed to higher revenues of $4.6 million related to repairs, higher revenues of $3.2 million for hardware maintenance and field services, offset by lower revenues for hardware spares of $0.3 million. The increase in hardware maintenance and field services revenue is due in part to the Synetics acquisition, which increased service revenue by $2.7 million.

Revenues outside the United States were $248.8 million, or 33.5% of total revenues, and $230.7 million, or 38.0% of total revenues, in the years ended September 30, 2007 and 2006, respectively.

Gross Margin

Gross margin dollars increased to $219.6 million for the year ended September 30, 2007, compared to $186.7 million for the prior year. Gross margin for the year ended September 30, 2007 includes $9.3 million of completed technology amortization related to the Helix and Synetics acquisitions. The prior year gross margin includes $11.7 million of charges to write-off the step-up in inventory related to the Helix and Synetics acquisitions and $8.1 million of completed technology amortization. Gross margin percentage decreased to 29.5% for the year ended September 30, 2007, compared to 30.7% for the year ended September 30, 2006, primarily due to the lower margin on the additional Synetics revenues. Excluding the $11.7 million inventory write-off taken in fiscal year 2006 and the amortization of completed technology, the overall increase in gross margin primarily reflects the additional margin associated with our Automation Systems segment of $14.9 million, higher margin associated with our Critical Components segment of $7.3 million, and higher margin associated with our Global Customer Operations segment of $0.3 million due primarily to higher demand for semiconductor capital equipment experienced in fiscal 2007.

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Gross margin of our Automation Systems segment increased to $119.5 million in the year ended September 30, 2007, and included $0.6 million of completed technology amortization related to the Synetics acquisition, compared to $104.6 million in the prior year which included $0.4 million of charges to write-off the step-up in inventory and $0.2 million of completed technology amortization related to the Synetics acquisition. Excluding the inventory write-off taken in fiscal year 2006 and the amortization of completed technology, this increase reflects the additional margin of $9.3 million related to the Synetics acquisition, along with additional margin on higher revenues related to our legacy Brooks automation products of $5.6 million.

Gross margin of our Critical Components segment increased to $66.2 million in the year ended September 30, 2007, and included $3.9 million of completed technology amortization related to the Helix acquisition, compared to $55.4 million in the prior year, which included $3.8 million of charges to write-off the step-up in inventory and $3.6 million of completed technology amortization related to the Helix acquisition. Excluding the inventory write-off taken in fiscal year 2006 and the amortization of completed technology, this increase primarily reflects the incremental margin of $8.5 million from product license revenue, additional margin of $2.1 million on higher revenues of thermal measurement and air flow control products, offset by lower margins of $3.3 million on cryogenic pumping and vacuum measurement products.

Gross margin of our Global Customer Operations segment increased to $33.9 million in the year ended September 30, 2007, which included $4.8 million of completed technology amortization related to the Helix acquisition, compared to $26.6 million in the prior year, which included $7.4 million of charges to write-off the step-up in inventory and $4.4 million of completed technology amortization related to the Helix acquisition. Excluding the inventory write-off taken in fiscal year 2006 and the amortization of completed technology, this increase reflects additional margin on higher revenues of hardware support services.

Gross margin on product revenues increased to $193.8 million for the year ended September 30, 2007, compared to $165.1 million for the prior year. The increase in product margins is primarily attributable to additional margin of $9.3 million related to the Synetics acquisition, along with higher margin of $5.6 million related to our legacy automation products, higher margin of $10.8 million associated with our critical components products, and higher margin of $3.0 million related to end-user factory hardware products. Gross margin percentage on product revenues decreased to 31.0% for the year ended September 30, 2007, compared to 33.4% for the year ended September 30, 2006, primarily due to the lower margin on the additional Synetics revenues.

Gross margin on service revenues was $25.8 million or 21.9% for the year ended September 30, 2007, compared to $21.5 million or 19.1% in the previous year. The increase in service margins is primarily attributable to incremental margin on higher global customer support service revenue.

Research and Development

Research and development expenses for the year ended September 30, 2007, were $51.7 million, an increase of $6.1 million, compared to $45.6 million in the previous year. The increase is primarily attributable to the additional spending of $3.5 million related to the Synetics acquisition, plus additional spending associated with our critical components and global customer support segments of $2.2 million and $2.3 million respectively, offset by lower spending in our legacy automation systems business. The decrease in absolute legacy Brooks spending and the overall decrease in R&D spending as a percentage of revenue is the result of our continued efforts to control costs and focus our development activities.

Selling, General and Administrative

Selling, general and administrative expenses were $120.4 million for the year ended September 30, 2007, an increase of $3.2 million, compared to $117.2 million in the prior year. The increase is primarily attributable to the additional spending of $5.3 million related to the Synetics acquisition, additional amortization of various intangible assets of $1.7 million primarily related to the Synetics acquisition, offset by lower management incentive costs of $3.0 million. A total of $5.2 million was incurred in fiscal year 2007 on legal expenses

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arising out of matters described more fully in Note 19, “Commitments and Contingencies” of Notes to the Consolidated Financial Statements, compared to $4.8 million in fiscal 2006.

Restructuring Charges

We recorded a charge to continuing operations of $7.1 million in the year ended September 30, 2007. This charge consists of $3.1 million to fully recognize our remaining obligation on the lease associated with our vacant facility in Billerica, Massachusetts, along with $4.0 million of severance costs associated with workforce reductions of approximately 90 employees in operations, service and administrative functions principally in the U.S., Germany and Korea.

We recorded a charge to continuing operation of $4.3 million in the year ended September 30, 2006. This charge consisted of $2.0 million of excess facilities charges primarily related to a vacant facility in Billerica Massachusetts due to a longer period than initially estimated to sub-lease the facility, $2.5 million for costs incurred related to the termination of approximately 30 employees worldwide whose positions were made redundant as a result of the Helix acquisition, offset by the $0.2 million reversal of previously accrued termination costs to employees who will no longer be terminated or whose termination was settled at a reduced cost.

We recorded a charge of $1.0 million in fiscal year 2006 for workforce reductions related to our discontinued software division which is included in the loss from discontinued operations.

Interest Income and Expense

Interest income decreased by $1.8 million, to $11.9 million, in the year ended September 30, 2007, from $13.7 million the previous year. This decrease is due primarily to lower investment balances following the repayment of $175.0 million of the Convertible Subordinated Notes in the quarter ended September 30, 2006, and the purchase of 6,060,000 shares of our common stock in the quarter ended September 30, 2007 for a total cost of approximately $110.8 million. We recorded interest expense of $0.6 million in fiscal year 2007 compared to $9.4 million in the previous year. The interest expense incurred in the prior year related primarily to the Convertible Subordinated Notes that were paid off in the quarter ended September 30, 2006.

Gain on Investment

During the three months ended June 30, 2007, a company in which Brooks held a minority equity interest was acquired by a closely-held Swiss public company. Our minority equity investment had been previously written down to zero in 2003. As a result, we received shares of common stock from the acquirer in exchange for our minority equity interest and recorded a gain of $5.1 million.

Other (Income) Expense

Other expense, net of $1.1 million for the year ended September 30, 2007 consisted of foreign exchanges losses of $3.2 million, offset by the receipt of $2.1 million of principal repayment on two notes that had been previously written off. Other income, net of $0.2 million for the year ended September 30, 2006 consisted of the receipt of $2.0 million of principal repayment on a note that had been previously written off and a gain of $0.3 million on the sale of other assets offset by an accrual of $1.6 million related to various legal contingencies and foreign exchanges losses of $0.5 million.

Income Tax Provision

We recorded an income tax provision of $2.3 million in the year ended September 30, 2007 and an income tax provision of $3.4 million in the year ended September 30, 2006. The tax provision recorded in fiscal 2007 and 2006 is principally attributable to alternative minimum tax and taxes on foreign income. We continued to provide a full valuation allowance for our net deferred tax assets at September 30, 2007 and 2006, as we believe it is more likely than not that the future tax benefits from accumulated net operating losses and deferred taxes will not be realized.

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Equity in Earnings of Joint Ventures

Income associated with our 50% interest in ULVAC Cryogenics, Inc., a joint venture with ULVAC Corporation of Japan, was $0.9 million in the year ended September 30, 2007, compared to $1.0 million in the prior year. We also recorded income of $0.1 million associated with our 50% interest in Yaskawa Brooks Automation, Inc., a joint venture with Yaskawa Electric Corporation of Japan that began operations on September 21, 2006.

Discontinued Operations

We completed the sale of our software division to Applied Materials on March 30, 2007. We recorded income from the operation of our discontinued software business of $13.3 million for the year ended September 30, 2007, compared to income of $3.5 million associated with this business for the year ended September 30, 2006. This favorable change is primarily the result of reduced research and development and SG&A spending, lower amortization of completed technology and the recognition of a tax benefit resulting from the reversal of tax reserves due to an audit settlement, offset by lower margin on lower revenues for six months of operations in fiscal 2007 vs. twelve months in fiscal 2006.

We recorded a gain of $83.9 million in the second quarter of fiscal year 2007 on the sale of our discontinued software business. This gain reflects the proceeds of $132.5 million of cash consideration, offset by expenses of $7.7 million, a tax provision of $1.9 million, and the write-off of net assets totaling $39.0 million.

We recorded income from operations for our discontinued Specialty Equipment and Life Sciences (“SELS”) business of $0.1 million for the year ended September 30, 2006. The income in fiscal year 2006 relates to maintenance revenues earned during the year that had previously been deferred. There was no activity associated with this discontinued business in fiscal year 2007.

Liquidity and Capital Resources

Our business is significantly dependent on capital expenditures by semiconductor manufacturers and OEMs that are, in turn, dependent on the current and anticipated market demand for semiconductors. Demand for semiconductors is cyclical and has historically experienced periodic downturns. In response to these downturns, we have and are continuing to implement cost reduction programs aimed at aligning our ongoing operating costs with our currently expected revenues over the near term. These cost management initiatives include consolidating facilities, reductions to headcount and reduced spending. The cyclical nature of the industry make estimates of future revenues, results of operations and net cash flows inherently uncertain.

At September 30, 2008, we had cash, cash equivalents and marketable securities aggregating $177.3 million. This amount was comprised of $110.3 million of cash and cash equivalents, $33.1 million of investments in short-term marketable securities and $33.9 million of investments in long-term marketable securities.

Cash and cash equivalents were $110.3 million at September 30, 2008, a decrease of $57.9 million from the prior year. This decrease was primarily due to $90.2 million for treasury share purchases and $23.4 million of capital equipment expenditures, which were partially offset by $13.7 million in cash provided by operations and $39.4 million of net sales and maturities of marketable securities.

Cash provided by operations was $13.7 million for the year ended September 30, 2008, and was primarily attributable to $11.8 million of income after adjusting our net loss for non-cash expenses, including depreciation and amortization of $34.5 million, asset impairment of $203.6 million, stock-based compensation of $6.9 million, and other non-cash items of $2.7 million. Cash provided by operations was further increased by $1.8 million of changes in working capital which was primarily due to decreased accounts receivable balances of $38.6 million and lower prepaid expenses of $5.8 million which was partially offset by lower accounts payable levels of $20.6 million and decreased accrued expenses of $19.5 million due to the decreased level of our business. Our change in working capital was partially offset by an increased investment of $4.9 million in field service inventory in order to improve customer response time for service transactions.

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Cash provided by investing activities was $16.8 million for the year ended September 30, 2008, and is principally comprised of net sales and maturities of marketable securities of $39.4 million, the final escrow proceeds of $1.9 million from Applied Materials for the sale of our software division, which have been partially offset by $23.4 million in capital expenditures, including $13.4 million in expenditures related to our Oracle ERP implementation, and the final contingent payment of $1.0 million in connection with our Keystone Wuxi acquisition. Our Oracle ERP implementation is expected to cost approximately $26.5 million when fully implemented, of which $20.7 million has been incurred from inception through September 30, 2008. We completed the financial module portion of the Oracle ERP implementation during fiscal 2008, and placed in service $8.0 million of Oracle ERP costs. The remaining $12.7 million of costs incurred to date is included in construction in progress within property, plant and equipment. We will continue to make capital expenditures to support and maintain our operations, and may also use our resources to acquire companies, technologies or products that complement our business.

Cash used in financing activities were $87.8 million for the year ended September 30, 2008, primarily due to $90.2 million for treasury share purchases.

At September 30, 2007, we had cash, cash equivalents and marketable securities aggregating $274.6 million. This amount was comprised of $168.2 million of cash and cash equivalents, $80.1 million of investments in short-term marketable securities and $26.3 million of investments in long-term marketable securities.

Cash and cash equivalents were $168.2 million at September 30, 2007, an increase of $52.4 million from September 30, 2006. This increase in cash and cash equivalents was primarily due to proceeds received from the sale of the software division of $130.4 million and cash provided by operations of $72.9 million, partially offset by $110.8 million for treasury share purchases, $28.9 million of net purchases of marketable securities and the $20.6 million used for capital additions.

Cash provided by operations was $72.9 million for the year ended September 30, 2007, and was primarily attributable to our net income of $151.5 million, adjustments for non-cash depreciation and amortization of $32.8 million and stock-based compensation of $8.7 million, partially offset by the gain on sale of the software division of $81.8 million, a non-cash gain on investment of $5.1 million and changes in our net working capital of $32.7 million. The $32.7 million decrease in working capital was primarily the result of decreased accounts payable levels of $14.8 million primarily as a result of lower inventory purchases, and decreased accrued expenses of $10.8 million.

Cash provided by investing activities was $81.0 million for the year ended September 30, 2007, and is principally comprised of proceeds on the sale of the software division of $130.4 million, partially offset by net purchases of marketable securities of $28.9 million and $20.6 million used for capital additions.

Cash used in financing activities was $103.2 million for the year ended September 30, 2007 from the treasury share repurchases of $110.8 million, partially offset by $9.3 million due to proceeds from the issuance of stock under our employee stock purchase plan and the exercise of options to purchase our common stock.

At September 30, 2008, we had approximately $0.7 million of letters of credit outstanding.

Our contractual obligations consist of the following at September 30, 2008 (in thousands):

				Less than		One to		Four to
	Total			One Year		Three Years		Five Years		Thereafter
Contractual obligations
Operating leases — continuing	$	23,057		$	5,974	$	11,365	$	4,690	$	1,028
Operating leases — exited facilities		16,042	(1)		5,864		10,178		—		—
Pension funding		1,000			1,000		—		—		—
Purchase commitments		44,703			44,703		—		—		—
Total contractual obligations	$	84,802		$	57,541	$	21,543	$	4,690	$	1,028

(1) Amounts do not reflect approximately $4.9 million of contractual sublease income.

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We adopted Financial Accounting Standards Board Interpretation No. 48, Accounting for Uncertainty in Income Taxes, as of October 1, 2007. As of September 30, 2008, the total amount of net unrecognized tax benefits for uncertain tax positions and the accrual for the related interest was $11.9 million. Although we anticipate that we will settle approximately $1.0 million of the $11.9 million within the next twelve months, we are unable to make a reasonably reliable estimate for the remaining $10.9 million as to when cash settlement, if any, will occur with a tax authority as the timing of examinations and ultimate resolution of those examinations is uncertain.

In addition, we are a guarantor on a lease in Mexico that expires in January 2013 for approximately $1.6 million.

On November 9, 2007 we announced that our Board of Directors authorized a stock repurchase plan to buy up to $200.0 million of our outstanding common stock. During the year ended September 30, 2008, we purchased 7,401,869 shares of our common stock for a total of $90.2 million in connection with the stock repurchase plan. Management and the Board of Directors will exercise discretion with respect to the timing and amount of any future shares repurchased, if any, based on their evaluation of a variety of factors, including current market conditions. Repurchases may be commenced or suspended at any time without prior notice. The repurchase program has been funded using our available cash resources. Any future repurchases would come from our available cash resources.

We believe that we have adequate resources to fund our currently planned working capital and capital expenditure requirements for both the short and long-term. However, the cyclical nature of the semiconductor industry and the current global economic downturn makes it difficult for us to predict future liquidity requirements with certainty. During the current capital market crisis, some companies have experienced difficulties accessing their cash equivalents and marketable securities. We invest our cash in highly rated marketable securities, and to date, we have not experienced any material issues accessing our funds. Further deterioration in the capital markets could impact our ability to access some of our cash resources. We may be unable to obtain any required additional financing on terms favorable to us, if at all. If adequate funds are not available on acceptable terms, we may be unable to successfully develop or enhance products, respond to competitive pressure or take advantage of acquisition opportunities, any of which could have a material adverse effect on our business. In addition, we are subject to indemnification obligations in connection with our stock-based compensation restatement with certain former executives which could have an adverse affect on our existing resources.

Recently Enacted Accounting Pronouncements

In July 2006, the Financial Accounting Standards Board (“FASB”) issued FASB Interpretation No. 48, “Accounting for Uncertainty in Income Taxes, an Interpretation of FASB Statement No. 109” (“FIN No. 48”). FIN No. 48 clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements in accordance with FASB Statement No. 109, “Accounting for Income Taxes”. FIN No. 48 prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. FIN No. 48 also provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. We adopted FIN No. 48 on October 1, 2007. The effect of the adoption did not materially affect our financial position or results of operations.

In September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements” (“SFAS 157”). SFAS 157 defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles and expands disclosures about fair value measurements. In February 2008, the FASB issued FSP 157-1, “Application of FASB Statement No. 157 to FASB Statement No. 13 and Other Accounting Pronouncements That Address Fair Value Measurements for Purposes of Lease Classification or Measurement under Statement 13” (FSP 157-1) and FSP 157-2, “Effective Date of FASB Statement No. 157” (FSP 157-2). FSP 157-1 amends SFAS 157 to remove certain leasing transactions from its scope. FSP 157-2 delays the effective date of SFAS 157 for all non-financial assets and non-financial liabilities, except for items that are recognized or disclosed at fair value in the financial statements on a recurring basis (at least annually), until the beginning of

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our first quarter of fiscal 2010. The measurement and disclosure requirements related to financial assets and financial liabilities are effective for us beginning in the first quarter of fiscal 2009. We do not believe that the adoption of SFAS 157 will have a material impact on our financial position or results of operations.

In February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities — Including an Amendment of FASB Statement No. 115” (“SFAS 159”). SFAS 159 permits entities to choose to measure many financial instruments and certain other items at fair value and is effective as of the beginning of the Company’s fiscal year beginning October 1, 2008. We do not believe that the adoption of SFAS 159 will have a material impact on our financial position or results of operations.

In December 2007, the FASB issued SFAS No. 141 (revised 2007), “Business Combinations” (“SFAS 141R”). SFAS 141R significantly changes the accounting for business combinations in a number of areas including the treatment of contingent consideration, pre-acquisition contingencies, transaction costs, restructuring costs and income taxes. SFAS 141R applies prospectively to business combinations for which the acquisition date is on or after the beginning of the fiscal year beginning after December 15, 2008. SFAS 141R will be effective for the Company on October 1, 2009, and will be applied to any business combination with an acquisition date, as defined therein, that is subsequent to the effective date.

In December 2007, the FASB issued SFAS No. 160, “Noncontrolling Interests in Consolidated Financial Statements — An amendment of ARB No. 51” (“SFAS 160”). SFAS 160 amends ARB 51 to establish accounting and reporting standards for the noncontrolling interest in a subsidiary and for the deconsolidation of a subsidiary. It clarifies that a noncontrolling interest in a subsidiary is an ownership interest in the consolidated entity that should be reported as equity in the consolidated financial statements. The amount of net income attributable to the noncontrolling interest will be included in consolidated net income on the face of the income statement. Statement 160 clarifies that changes in a parent’s ownership interest in a subsidiary that do not result in deconsolidation are equity transactions if the parent retains its controlling financial interest. In addition, this Statement requires that a parent recognize a gain or loss in net income when a subsidiary is deconsolidated. SFAS 160 is effective for fiscal years beginning after December 15, 2008. At this point in time, we believe that there will not be a material impact in connection with SFAS 160 on our financial position or results of operations.

In March 2008, the FASB issued SFAS No. 161, “Disclosures about Derivative Instruments and Hedging Activities — An amendment of FASB Statement No. 133” (“SFAS 161”). SFAS 161 amends and expands the disclosure requirements of SFAS 133 with the intent to provide users of financial statements with an enhanced understanding of (a) how and why an entity uses derivative instruments, (b) how derivative instruments and related hedged items are accounted for under SFAS 133 and its related interpretations, and (c) how derivative instruments and related hedged items affect an entity’s financial position, financial performance and cash flows. SFAS 161 is effective for fiscal years and interim periods beginning after November 15, 2008. We do not believe that the adoption of SFAS 161 will have a material impact on our financial position or results of operations.

In April 2008, the FASB issued FSP 142-3, “Determination of the Useful Life of Intangible Assets” (“FSP SFAS 142-3”). FSP SFAS 142-3 amends the factors that should be considered in developing renewal or extension assumptions used to determine the useful life of a recognized intangible asset under SFAS No. 142, “Goodwill and Other Intangible Assets” (“SFAS 142”). FSP SFAS 142-3 improves the consistency between the useful life of a recognized intangible asset under SFAS 142 and the period of expected cash flows used to measure the fair value of the asset under SFAS 141R and other applicable accounting literature. FSP SFAS 142-3 will be effective for us on October 1, 2009. We do not believe that the adoption of FSP SFAS 142-3 will have a material impact on our financial position or results of operations.

35

Item 7A.   Quantitative and Qualitative Disclosures About Market Risk

We are exposed to a variety of market risks, including changes in interest rates affecting the return on our cash and cash equivalents, short-term and long-term investments and fluctuations in foreign currency exchange rates.

Interest Rate Exposure

As our cash and cash equivalents consist principally of money market securities, which are short-term in nature, our exposure to market risk related to interest rate fluctuations for these investments is not significant. Our short-term and long-term investments consist mostly of highly rated corporate debt securities, and as such, market risk to these investments is not significant. During the year ended September 30, 2008, the unrealized loss on marketable securities, excluding our investment in a Swiss public company, was $1.1 million. A hypothetical 100 basis point change in interest rates would result in an annual change of approximately $1.9 million in interest income earned.

Currency Rate Exposure

We have transactions and balances denominated in currencies other than the U.S. dollar. Most of these transactions or balances are denominated in Euros and a variety of Asian currencies. Sales in currencies other than the U.S. dollar were 15.7% of our total sales for year ended September 30, 2008. We also purchase materials from some suppliers outside of the United States that is transacted in currencies other than the U.S. dollar. In the year ended September 30, 2008, we recorded foreign exchange losses related to receivables of $0.7 million, and foreign exchange losses of $2.8 million related to payables due to the general weakening of the U.S. dollar in this period. If currency exchange rates had been 10% different throughout the year ended September 30, 2008 compared to the currency exchange rates actually experienced, the impact on our loss for the year would have been approximately $2.9 million. The changes in currency exchange rates relative to the U.S. dollar during the year ended September 30, 2008 compared to the currency exchange rates at September 30, 2007 resulted in a decrease in net assets of $0.1 million that we reported as a separate component of comprehensive income. The impact of a hypothetical 10% change in foreign exchange rates at September 30, 2008 is not considered material.

36

Item 8.   Financial Statements and Supplementary Data

Report of Independent Registered Public Accounting Firm	38
Consolidated Balance Sheets as of September 30, 2008 and 2007	39
Consolidated Statements of Operations for the three years ended September 30, 2008, 2007 and 2006	40
Consolidated Statements of Cash Flows for the three years ended September 30, 2008, 2007 and 2006	41
Consolidated Statements of Changes in Stockholders’ Equity for the three years ended September 30, 2008, 2007 and 2006	42
Notes to Consolidated Financial Statements	43

37

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders

of Brooks Automation, Inc.:

In our opinion, the consolidated financial statements listed in the accompanying index present fairly, in all material respects, the financial position of Brooks Automation, Inc. and its subsidiaries at September 30, 2008 and 2007, and the results of their operations and their cash flows for each of the three years in the period ended September 30, 2008 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of September 30, 2008, based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). The Company’s management is responsible for these financial statements, for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in Management’s Report on Internal Control Over Financial Reporting appearing under Item 9A. Our responsibility is to express opinions on these financial statements and on the Company’s internal control over financial reporting based on our integrated audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the financial statements included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

As discussed in Note 2 to the consolidated financial statements, the Company changed the manner in which it accounts for share-based compensation in fiscal 2006.

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/  PricewaterhouseCoopers LLP

PricewaterhouseCoopers LLP

Boston, Massachusetts

November 26, 2008

38

BROOKS AUTOMATION, INC.

CONSOLIDATED BALANCE SHEETS

	September 30,			September 30,
	2008			2007
	(In thousands, except share and per share data)
ASSETS
Current assets
Cash and cash equivalents	$	110,269		$	168,232
Marketable securities		33,077			80,102
Accounts receivable, net		66,844			105,904
Insurance receivable for litigation		8,772			—
Inventories, net		105,901			104,794
Prepaid expenses and other current assets		13,783			20,489
Total current assets		338,646			479,521
Property, plant and equipment, net		81,604			80,747
Long-term marketable securities		33,935			26,283
Goodwill		119,979			319,302
Intangible assets, net		58,452			76,964
Equity investment in joint ventures		26,309			24,007
Other assets		4,713			8,014
Total assets	$	663,638		$	1,014,838
LIABILITIES, MINORITY INTERESTS AND STOCKHOLDERS’ EQUITY
Current liabilities
Accounts payable	$	37,248		$	57,758
Deferred revenue		3,553			5,424
Accrued warranty and retrofit costs		8,174			10,986
Accrued compensation and benefits		18,174			23,850
Accrued restructuring costs		7,167			6,778
Accrued income taxes payable		3,151			5,934
Accrual for litigation settlement		7,750			—
Accrued expenses and other current liabilities		17,634			21,908
Total current liabilities		102,851			132,638
Accrued long-term restructuring		5,496			8,933
Income taxes payable		10,649			10,159
Other long-term liabilities		2,238			2,866
Total liabilities		121,234			154,596
Commitments and contingencies (Note 19)
Minority interests		409			463
Stockholders’ equity
Preferred stock, $0.01 par value, 1,000,000 shares authorized, no shares issued and outstanding at September 30, 2008 and 2007		—			—
Common stock, $0.01 par value, 125,000,000 shares authorized, 77,044,737 shares issued and 63,582,868 shares outstanding at September 30, 2008, 76,483,603 shares issued and 70,423,603 shares outstanding at September 30, 2007		770			765
Additional paid-in capital		1,788,891			1,780,401
Accumulated other comprehensive income		18,063			18,202
Treasury stock at cost, 13,461,869 shares and 6,060,000 shares at September 30, 2008 and 2007, respectively		(200,956	)		(110,762	)
Accumulated deficit		(1,064,773	)		(828,827	)
Total stockholders’ equity		541,995			859,779
Total liabilities, minority interests and stockholders’ equity	$	663,638		$	1,014,838

The accompanying notes are an integral part of these consolidated financial statements.

39

BROOKS AUTOMATION, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

	Year Ended September 30,
	2008			2007		2006
	(In thousands, except per share data)
Revenues
Product	$	411,653		$	625,405	$	494,797
Services		114,713			117,853		112,697
Total revenues		526,366			743,258		607,494
Cost of revenues
Product		304,961			431,586		329,658
Services		94,577			92,077		91,186
Total cost of revenues		399,538			523,663		420,844
Gross profit		126,828			219,595		186,650
Operating expenses
Research and development		42,924			51,715		45,643
Selling, general and administrative		110,516			120,421		117,221
Impairment charges		203,570			—		—
Restructuring charges		7,287			7,108		4,257
Total operating expenses		364,297			179,244		167,121
Operating income (loss) from continuing operations		(237,469	)		40,351		19,529
Interest income		7,403			11,897		13,715
Interest expense		407			583		9,384
Gain (loss) on investment		(3,940	)		5,110		—
Other (income) expense, net		1,739			1,139		(207	)
Income (loss) from continuing operations before income taxes, minority interests and equity in earnings of joint ventures		(236,152	)		55,636		24,067
Income tax provision		1,233			2,287		3,372
Income (loss) from continuing operations before minority interests and equity in earnings of joint ventures		(237,385	)		53,349		20,695
Minority interests in income (loss) of consolidated subsidiaries		(53	)		68		(666	)
Equity in earnings of joint ventures		707			1,020		985
Income (loss) from continuing operations		(236,625	)		54,301		22,346
Discontinued operations:
Income from discontinued operations, net of income taxes		—			13,273		3,584
Gain on sale of discontinued operations, net of income taxes		679			83,898		—
Income from discontinued operations, net of income taxes		679			97,171		3,584
Net income (loss)	$	(235,946	)	$	151,472	$	25,930
Basic income (loss) per share from continuing operations	$	(3.67	)	$	0.74	$	0.31
Basic income per share from discontinued operations		0.01			1.32		0.05
Basic net income (loss) per share	$	(3.66	)	$	2.06	$	0.36
Diluted income (loss) per share from continuing operations	$	(3.67	)	$	0.73	$	0.31
Diluted income per share from discontinued operations		0.01			1.31		0.05
Diluted net income (loss) per share	$	(3.66	)	$	2.04	$	0.36
Shares used in computing earnings (loss) per share
Basic		64,542			73,492		72,323
Diluted		64,542			74,074		72,533

The accompanying notes are an integral part of these consolidated financial statements.

40

BROOKS AUTOMATION, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

	Year Ended September 30,
	2008			2007			2006
	(In thousands)
Cash flows from operating activities
Net income (loss)	$	(235,946	)	$	151,472		$	25,930
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization		34,538			32,801			31,664
Impairment of assets		203,570			—			—
Stock-based compensation		6,909			8,743			8,287
Amortization of discount on marketable securities		(830	)		(1,531	)		(3,012	)
Amortization of debt issuance costs		—			—			2,237
Undistributed earnings of joint ventures		(707	)		(1,020	)		(985	)
Dividends from equity investment		—			286			—
Minority interests		(53	)		68			(666	)
Loss on disposal of long-lived assets		1,070			1,672			534
Gain on sale of software division, net		(679	)		(81,813	)		—
(Gain) loss on investment		3,940			(5,110	)		—
Changes in operating assets and liabilities, net of acquisitions and disposals:
Accounts receivable		38,612			(841	)		(20,466	)
Inventories		(610	)		(4,473	)		(1,459	)
Prepaid expenses and other current assets		5,790			(4,096	)		2,575
Accounts payable		(20,601	)		(14,759	)		22,513
Deferred revenue		(1,892	)		2,295			3,705
Accrued warranty and retrofit costs		(2,772	)		(646	)		540
Accrued compensation and benefits		(5,839	)		(2,724	)		9,553
Accrued restructuring costs		(3,089	)		(882	)		(10,364	)
Accrued expenses and other current liabilities		(7,755	)		(6,569	)		(5,394	)
Net cash provided by operating activities		13,656			72,873			65,192
Cash flows from investing activities
Purchases of property, plant and equipment		(23,439	)		(20,618	)		(17,954	)
Purchases of intangible assets		(75	)		(15	)		(3,000	)
Proceeds from the sale of software division		1,918			130,393			—
Acquisition of Helix Technology Corporation, cash acquired net of expenses		—			—			8,805
Acquisition of Synetics Solutions Inc., net of cash acquired		—			(38	)		(50,182	)
Acquisition of Keystone Electronics (Wuxi) Co., cash acquired net of expenses		(1,000	)		162			—
Investment in Yaskawa Brooks Automation, Inc. joint venture		—			—			(1,955	)
Purchases of marketable securities		(151,231	)		(391,748	)		(851,884	)
Sale/maturity of marketable securities		190,592			362,833			934,961
Other		—			—			281
Net cash provided by investing activities		16,765			80,969			19,072
Cash flows from financing activities
Treasury stock purchases		(90,194	)		(110,762	)		—
Payments of short- and long-term debt and capital lease obligations		—			(1,740	)		(175,015	)
Issuance of common stock under stock option and stock purchase plans		2,391			9,303			3,659
Net cash used in financing activities		(87,803	)		(103,199	)		(171,356	)
Effects of exchange rate changes on cash and cash equivalents		(581	)		1,816			403
Net increase (decrease) in cash and cash equivalents		(57,963	)		52,459			(86,689	)
Cash and cash equivalents, beginning of year		168,232			115,773			202,462
Cash and cash equivalents, end of year	$	110,269		$	168,232		$	115,773
Supplemental disclosures:
Cash paid during the year for interest	$	407		$	724		$	9,932
Cash paid during the year for income taxes, net of refunds	$	2,167		$	5,760		$	6,280
Non-cash transactions:
Acquisition of Helix Technology, net of transaction costs	$	—		$	—		$	447,949

The accompanying notes are an integral part of these consolidated financial statements.

41

BROOKS AUTOMATION, INC.

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

														Accumulated
														Other
	Common		Common		Additional									Comprehensive									Total
	Stock		Stock at		Paid-In			Deferred			Comprehensive			Income			Accumulated			Treasury			Stockholders’
	Shares		par Value		Capital			Compensation			Income (Loss)			(Loss)			Deficit			Stock			Equity
	(In thousands, except share data)
Balance September 30, 2005		45,434,709	$	454	$	1,307,145		$	(3,493	)				$	11,958		$	(1,006,229	)	$	—		$	309,835
Shares issued under stock option and purchase plans, net		975,519		10		3,649																		3,659
Common stock issued in acquisitions		29,021,364		290		447,659																		447,949
Reclassification of deferred compensation upon adoption of SFAS 123R						(3,493	)		3,493															—
Stock-based compensation						8,287																		8,287
Comprehensive income (loss):
Net income											$	25,930						25,930						25,930
Currency translation adjustments												2,626			2,626									2,626
Changes in unrealized gain on marketable securities												848			848									848
Comprehensive income											$	29,404
Balance September 30, 2006		75,431,592		754		1,763,247			—						15,432			(980,299	)		—			799,134
Shares issued under stock option, restricted stock and purchase plans, net		1,052,011		11		8,411																		8,422
Stock-based compensation						8,743																		8,743
Repurchase of stock																					(110,762	)		(110,762	)
Comprehensive income (loss):
Net income											$	151,472						151,472						151,472
Currency translation adjustments												3,482			3,482									3,482
Changes in unrealized loss on marketable securities												(824	)		(824	)								(824	)
Adjustment to adopt SFAS No. 158															112									112
Comprehensive income											$	154,130
Balance September 30, 2007		76,483,603		765		1,780,401			—						18,202			(828,827	)		(110,762	)		859,779
Shares issued under stock option, restricted stock and purchase plans, net		561,134		5		1,581																		1,586
Stock-based compensation						6,909																		6,909
Repurchase of stock																					(90,194	)		(90,194	)
Comprehensive income (loss):
Net loss											$	(235,946	)					(235,946	)					(235,946	)
Currency translation adjustments												(125	)		(125	)								(125	)
Changes in unrealized gain on marketable securities												962			962									962
Actuarial loss arising in the year															(976	)								(976	)
Comprehensive loss											$	(235,109	)
Balance September 30, 2008		77,044,737	$	770	$	1,788,891		$	—					$	18,063		$	(1,064,773	)	$	(200,956	)	$	541,995

The accompanying notes are an integral part of these consolidated financial statements.

42

BROOKS AUTOMATION, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.   Nature of the Business

Brooks Automation, Inc. (“Brooks” or the “Company”) is a leading provider of automation, vacuum and instrumentation solutions and is a highly valued business partner to original equipment manufacturers (OEM) and equipment users throughout the world. The Company serves markets where equipment productivity and availability is a critical factor for its customers’ success. The Company’s largest served market is the semiconductor manufacturing industry. The Company also provides unique solutions to customers in data storage, advanced display, analytical instruments and solar markets. The Company develops and delivers differentiated solutions that range from proprietary products to highly respected manufacturing services.

2.   Summary of Significant Accounting Policies

Principles of Consolidation and Basis of Presentation

The consolidated financial statements include the accounts of the Company and all majority-owned subsidiaries. All intercompany accounts and transactions are eliminated. Equity investments in which the Company exercises significant influence but does not control and is not the primary beneficiary are accounted for using the equity method.

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates are associated with accounts receivable, inventories, intangible assets, goodwill, deferred income taxes and warranty obligations. Although the Company regularly assesses these estimates, actual results could differ from those estimates. Changes in estimates are recorded in the period in which they become known.

Foreign Currency Translation

Some transactions of the Company and its subsidiaries are made in currencies different from their functional currency. Foreign currency gains (losses) on these transactions or balances are recorded in “Other (income) expense, net” when incurred. Net foreign currency transaction losses included in income (loss) before income taxes and minority interest totaled $3.5 million, $3.2 million and $0.5 million for the years ended September 30, 2008, 2007 and 2006, respectively. For non-U.S. subsidiaries, assets and liabilities are translated at period-end exchange rates, and income statement items are translated at the average exchange rates for the period. The local currency for all foreign subsidiaries is considered to be the functional currency and, accordingly, translation adjustments are reported in “Accumulated other comprehensive income”. Foreign currency translation adjustments are one of the components in the calculation of comprehensive net income (loss).

Cash and Cash Equivalents

Cash and cash equivalents include cash and highly liquid investments with original maturities of three months or less. At September 30, 2008 and 2007, cash equivalents were $37.3 million and $58.7 million, respectively. Cash equivalents are held at cost which approximates fair value due to their short-term maturities and varying interest rates.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentration of credit risk consist primarily of trade receivables and temporary and long-term cash investments in treasury bills and commercial

43

BROOKS AUTOMATION, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

paper. The Company restricts its investments to repurchase agreements with major banks, U.S. government and corporate securities, and mutual funds that invest in U.S. government securities. The Company’s customers are concentrated in the semiconductor industry, and relatively few customers account for a significant portion of the Company’s revenues. The Company’s top ten largest customers account for approximately 52% of revenues for the year ended September 30, 2008. The Company regularly monitors the creditworthiness of its customers and believes that it has adequately provided for exposure to potential credit losses.

Accounts Receivable and Allowance for Doubtful Accounts

Trade accounts receivable are recorded at the invoiced amount and do not bear interest. The allowance for doubtful accounts is the Company’s best estimate of the amount of probable credit losses in its existing accounts receivable. The Company determines the allowance based on historical write-off experience by customer. The Company reviews its allowance for doubtful accounts quarterly. Past due balances over 90 days and over a specified amount are reviewed individually for collectibility. All other balances are reviewed on a pooled basis by type of receivable. Account balances are charged off against the allowance when the Company feels it is probable the receivable will not be recovered. The Company does not have any off-balance-sheet credit exposure related to its customers.

Inventories

Inventories are stated at the lower of cost or market, cost being determined using a standard costing system which approximates cost based on a first-in, first-out method. The Company provides inventory reserves for excess, obsolete or damaged inventory based on changes in customer demand, technology and other economic factors.

Fixed Assets and Impairment of Long-lived Assets

Property, plant and equipment are stated at cost less accumulated depreciation. Depreciation is computed using the straight-line method. Depreciable lives are summarized below:

Buildings	20 - 40 years
Computer equipment and software	2 -  7 years
Machinery and equipment	2 - 10 years
Furniture and fixtures	3 - 10 years

Leasehold improvements and equipment held under capital leases are amortized over the shorter of their estimated useful lives or the term of the respective leases. Equipment used for demonstrations to customers is included in machinery and equipment and is depreciated over its estimated useful life. Repair and maintenance costs are expensed as incurred.

The Company periodically evaluates the recoverability of long-lived assets, including its intangible assets, whenever events and changes in circumstances indicate that the carrying amount of an asset may not be fully recoverable. This periodic review may result in an adjustment of estimated depreciable lives or an asset impairment. When indicators of impairment are present, the carrying values of the asset are evaluated in relation to their operating performance and future undiscounted cash flows of the underlying business. If the future undiscounted cash flows are less than their book value, an impairment exists. The impairment is measured as the difference between the book value and the fair value of the underlying asset. Fair values are based on estimates of market prices and assumptions concerning the amount and timing of estimated future cash flows and assumed discount rates, reflecting varying degrees of perceived risk. See Note 5.

44

BROOKS AUTOMATION, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

When an asset is retired, the cost of the asset disposed of and the related accumulated depreciation are removed from the accounts, and any resulting gain or loss is included in the determination of operating profit (loss).

Intangible Assets and Goodwill

Patents include capitalized direct costs associated with obtaining patents as well as assets that were acquired as a part of purchase business combinations. Capitalized patent costs are amortized using the straight-line method over the estimated economic life of the patents. As of September 30, 2008 and 2007, the net book value of the Company’s patents was $0.1 million and $2.7 million, respectively.

Goodwill represents the excess of purchase price over the fair value of net tangible and identifiable intangible assets of the businesses the Company acquired. The Company performs an annual impairment test of its goodwill as required under the provisions of FAS 142 on September 30 of each fiscal year unless interim indicators of impairment exist (see Note 6).

The amortizable lives of intangible assets, including those identified as a result of purchase accounting, are summarized as follows:

Patents	3 - 8 years
Completed technology	2 - 10 years
License agreements	5 years
Trademarks and trade names	3 - 6 years
Non-competition agreements	3 - 5 years
Customer relationships	4 - 11 years

Revenue Recognition

Product revenues are associated with the sale of hardware systems, components and spare parts as well as product license revenue. Service revenues are associated with service contracts, repairs, upgrades and field service.

Revenue from product sales that do not include significant customization is recorded upon delivery and transfer of risk of loss to the customer provided there is evidence of an arrangement, fees are fixed or determinable, collection of the related receivable is reasonably assured and, if applicable, customer acceptance criteria have been successfully demonstrated. Customer acceptance provisions include final testing and acceptance carried out prior to shipment. These pre-shipment testing and acceptance procedures ensure that the product meets the published specification requirements before the product is shipped. In the limited situations where the arrangement contains extended payment terms, revenue is recognized as the payments become due. When significant on site customer acceptance provisions are present in the arrangement, revenue is recognized upon completion of customer acceptance testing.

Revenue associated with service agreements is generally recognized ratably over the term of the contract. Revenue from repair services or upgrades of customer-owned equipment is recognized upon completion of the repair effort and upon the shipment of the repaired item back to the customer. In instances where the repair or upgrade includes installation, revenue is recognized when the installation is completed.

Warranty

The Company offers warranties on the sales of certain of its products and records an accrual for estimated future claims. Such accruals are based upon historical experience and management’s estimate of the level of future claims.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Research and Development Expenses

Research and development costs are charged to expense when incurred.

Stock-Based Compensation

Effect of Adoption of SFAS 123R, Share-Based Payment

Prior to October 1, 2005, the Company’s employee stock compensation plans were accounted for in accordance with Accounting Principles Board Opinion No. 25, “Accounting for Stock Issued to Employees” (“APB 25”) and related interpretations. Under this method, no compensation expense was recognized as long as the exercise price equaled or exceeded the market price of the underlying stock on the measurement date of the grant. The Company elected the disclosure-only alternative permitted under SFAS No. 123, “Accounting for Stock-Based Compensation” (“SFAS 123”), as amended by SFAS No. 148, “Accounting for Stock-Based Compensation — Transition and Disclosure” (SFAS 148”), for fixed stock-based awards to employees.

As of October 1, 2005, the Company adopted Statement of Financial Accounting Standards No. 123 (revised 2004), “Share-Based Payment” (“SFAS 123R”) using the modified prospective method, which requires measurement of compensation cost for all stock awards at fair value on date of grant and recognition of compensation over the service period for awards expected to vest. The fair value of restricted stock is determined based on the number of shares granted and the excess of the quoted price of the Company’s common stock over the exercise price of the restricted stock on the date of grant, and the fair value of stock options is determined using the Black-Scholes valuation model, which is consistent with our valuation techniques previously utilized for options in footnote disclosures required under SFAS 123, as amended by SFAS 148. Such value is recognized as expense over the service period, net of estimated forfeitures. The estimation of stock awards that will ultimately vest requires significant judgment. The Company considers many factors when estimating expected forfeitures, including types of awards, employee class, and historical experience. Actual results, and future changes in estimates, may differ substantially from our current estimates. Restricted stock with market-based vesting criteria is valued using a lattice model.

The following table reflects compensation expense recorded during the years ended September 30, 2008, 2007 and 2006 in accordance with SFAS 123R, which includes activity related to the discontinued software and SELS divisions (in thousands):

	Year Ended September 30,
	2008		2007		2006
Stock options	$	837	$	2,266	$	4,769
Restricted stock		5,443		5,763		2,714
Employee stock purchase plan		629		714		804
	$	6,909	$	8,743	$	8,287

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Valuation Assumptions for Stock Options and Employee Stock Purchase Plans

No stock options were granted for the years ended September 30, 2008 and 2007. For the year ended September 30, 2006, 217,000 stock options were granted. The fair value of each option was estimated on the date of grant using the Black-Scholes option-pricing model with the following assumptions:

	Year Ended
	September 30,
	2006
Risk-free interest rate		4.4	%
Volatility		55	%
Expected life (years)		4.9
Dividend yield		0	%

The fair value of shares issued under the employee stock purchase plan was estimated on the commencement date of each offering period using the Black-Scholes option-pricing model with the following assumptions:

	Year Ended September 30,
	2008			2007			2006
Risk-free interest rate		2.8	%		5.1	%		4.5	%
Volatility		46	%		34	%		39	%
Expected life		6 months			6 months			6 months
Dividend yield		0	%		0	%		0	%

Expected volatilities are based on historical volatilities of our common stock; the expected life represents the weighted average period of time that options granted are expected to be outstanding giving consideration to vesting schedules and our historical exercise patterns; and the risk-free rate is based on the U.S. Treasury yield curve in effect at the time of grant for periods corresponding with the expected life of the option.

Equity Incentive Plans

The Company’s equity incentive plans are intended to attract and retain employees and to provide an incentive for them to assist the Company to achieve long-range performance goals and to enable them to participate in the long-term growth of the Company. The equity incentive plans consist of plans under which employees may be granted options to purchase shares of the Company’s stock, restricted stock and other equity incentives. Stock options generally have a vesting period of four years and are exercisable for a period not to exceed seven years from the date of issuance. Restricted stock awards generally vest over two to four years, with certain restricted stock awards vesting immediately. At September 30, 2008, a total of 6,708,594 shares were reserved and available for the issuance of awards under the plans.

Income Taxes

The Company records income taxes using the asset and liability method. Deferred income tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective income tax bases, and operating loss and tax credit carryforwards. The Company’s consolidated financial statements contain certain deferred tax assets which have arisen primarily as a result of operating losses, as well as other temporary differences between financial and tax accounting. Statement of Financial Accounting Standards No. 109 “Accounting for Income Taxes,” requires the Company to establish a valuation allowance if the likelihood of realization of the deferred tax assets is reduced based on an evaluation of objective verifiable evidence. Significant management judgment is required in determining the Company’s provision for income taxes, the

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Company’s deferred tax assets and liabilities and any valuation allowance recorded against those net deferred tax assets. The Company evaluates the weight of all available evidence to determine whether it is more likely than not that some portion or all of the net deferred income tax assets will not be realized.

Earnings (Loss) Per Share

Basic earnings (loss) per share is calculated based on the weighted average number of common shares outstanding during the period. Diluted earnings (loss) per share is calculated based on the weighted average number of common shares and dilutive common equivalent shares assumed outstanding during the period. Shares used to compute diluted earnings (loss) per share exclude common share equivalents if their inclusion would have an anti-dilutive effect.

Fair Value of Financial Instruments

The Company’s financial instruments include cash and cash equivalents, accounts receivable, accounts payable and accrued expenses. The carrying amounts of these items reported in the balance sheets approximate their fair value at September 30, 2008 and 2007. Investments in marketable securities are carried at fair value and are measured based on quoted market prices.

Reclassifications

Certain reclassifications have been made in the 2007 and 2006 consolidated financial statements to conform to the 2008 presentation.

Recent Accounting Pronouncements

In July 2006, the Financial Accounting Standards Board (“FASB”) issued FIN No. 48, “Accounting for Uncertainty in Income Taxes, an Interpretation of FASB Statement No. 109” (“FIN No. 48”). FIN No. 48 clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements in accordance with FASB Statement No. 109, “Accounting for Income Taxes”. FIN No. 48 prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. FIN No. 48 also provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. The Company adopted FIN No. 48 on October 1, 2007. The effect of the adoption did not materially affect the Company’s financial position or results of operations.

In September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements” (“SFAS 157”). SFAS 157 defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles and expands disclosures about fair value measurements. In February 2008, the FASB issued FSP 157-1, “Application of FASB Statement No. 157 to FASB Statement No. 13 and Other Accounting Pronouncements That Address Fair Value Measurements for Purposes of Lease Classification or Measurement under Statement 13” (FSP 157-1) and FSP 157-2, “Effective Date of FASB Statement No. 157” (FSP 157-2). FSP 157-1 amends SFAS 157 to remove certain leasing transactions from its scope. FSP 157-2 delays the effective date of SFAS 157 for all non-financial assets and non-financial liabilities, except for items that are recognized or disclosed at fair value in the financial statements on a recurring basis (at least annually), until the beginning of the Company’s first quarter of fiscal 2010. The measurement and disclosure requirements related to financial assets and financial liabilities are effective for the Company beginning in the first quarter of fiscal 2009. The Company does not believe that the adoption of SFAS 157 will have a material impact on its financial position or results of operations.

In February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities — Including an Amendment of FASB Statement No. 115” (“SFAS 159”). SFAS 159 permits entities to choose to measure many financial instruments and certain other items at fair value and is

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

effective as of the beginning of the Company’s fiscal year beginning October 1, 2008. The Company does not believe that the adoption of SFAS 159 will have a material impact on its financial position or results of operations.

In December 2007, the FASB issued SFAS No. 141 (revised 2007), “Business Combinations” (“SFAS 141R”). SFAS 141R significantly changes the accounting for business combinations in a number of areas including the treatment of contingent consideration, pre-acquisition contingencies, transaction costs, restructuring costs and income taxes. SFAS 141R applies prospectively to business combinations for which the acquisition date is on or after the beginning of the fiscal year beginning after December 15, 2008. SFAS 141R will be effective for the Company on October 1, 2009, and will be applied to any business combination with an acquisition date, as defined therein, that is subsequent to the effective date.

In December 2007, the FASB issued SFAS No. 160, “Noncontrolling Interests in Consolidated Financial Statements — An amendment of ARB No. 51” (“SFAS 160”). SFAS 160 amends ARB 51 to establish accounting and reporting standards for the noncontrolling interest in a subsidiary and for the deconsolidation of a subsidiary. It clarifies that a noncontrolling interest in a subsidiary is an ownership interest in the consolidated entity that should be reported as equity in the consolidated financial statements. The amount of net income attributable to the noncontrolling interest will be included in consolidated net income on the face of the income statement. Statement 160 clarifies that changes in a parent’s ownership interest in a subsidiary that do not result in deconsolidation are equity transactions if the parent retains its controlling financial interest. In addition, this Statement requires that a parent recognize a gain or loss in net income when a subsidiary is deconsolidated. SFAS 160 is effective for fiscal years beginning after December 15, 2008. At this point in time, the Company believes that there will not be a material impact in connection with SFAS 160 on its financial position or results of operations.

In March 2008, the FASB issued SFAS No. 161, “Disclosures about Derivative Instruments and Hedging Activities — An amendment of FASB Statement No. 133” (“SFAS 161”). SFAS 161 amends and expands the disclosure requirements of SFAS 133 with the intent to provide users of financial statements with an enhanced understanding of (a) how and why an entity uses derivative instruments, (b) how derivative instruments and related hedged items are accounted for under SFAS 133 and its related interpretations, and (c) how derivative instruments and related hedged items affect an entity’s financial position, financial performance and cash flows. SFAS 161 is effective for fiscal years and interim periods beginning after November 15, 2008. The Company does not believe that the adoption of SFAS 161 will have a material impact on its financial position or results of operations.

In April 2008, the FASB issued FSP 142-3, “Determination of the Useful Life of Intangible Assets” (“FSP SFAS 142-3”). FSP SFAS 142-3 amends the factors that should be considered in developing renewal or extension assumptions used to determine the useful life of a recognized intangible asset under SFAS No. 142, “Goodwill and Other Intangible Assets” (“SFAS 142”). FSP SFAS 142-3 improves the consistency between the useful life of a recognized intangible asset under SFAS 142 and the period of expected cash flows used to measure the fair value of the asset under SFAS 141R and other applicable accounting literature. FSP SFAS 142-3 will be effective for the Company on October 1, 2009. The Company does not believe that the adoption of FSP SFAS 142-3 will have a material impact on its financial position or results of operations.

3.   Business Acquisitions

Keystone Electronics (Wuxi) Co., Ltd.

Effective July 1, 2007, the Company entered into an Equity Purchase Agreement (the “Equity Purchase Agreement”) with Keystone Technology Limited, a corporation incorporated under the Companies Ordinance of Hong Kong (“Keystone HK”), to purchase all of the equity of Keystone Electronics (Wuxi) Co., Ltd.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(“Keystone Wuxi”), an enterprise organized under the laws of the Peoples Republic of China and engaged in manufacturing services in China.

Pursuant to the Equity Purchase Agreement, the Company became the owner of all the equity of Keystone Wuxi. The aggregate purchase price of Keystone Wuxi was $1.1 million including a minimum earn-out arrangement and acquisition costs. Goodwill of $4.0 million was recognized in conjunction with the Keystone Wuxi acquisition. The acquisition of Keystone Wuxi provides the Company with the opportunity to enhance its existing capabilities with respect to manufacturing its automation systems and components in China.

4.   Marketable Securities

The Company invests its cash in marketable securities and classifies them as available-for-sale. The Company records these securities at fair value in accordance with Statement of Financial Accounting Standards No. 115, “Accounting for Certain Investments in Debt and Equity Securities” (“FAS 115”). Marketable securities reported as current assets represent investments that mature within one year from the balance sheet date. Long-term marketable securities represent investments with maturity dates greater than one year from the balance sheet date. At the time that the maturity dates of these investments become one year or less, the securities are reclassified to current assets. Unrealized gains and losses are excluded from earnings and reported in a separate component of stockholders’ equity until they are sold or mature. At the time of sale, any gains or losses, calculated by the specific identification method, will be recognized as a component of operating results.

The following is a summary of marketable securities (included in short and long-term marketable securities in the consolidated balance sheets), including accrued interest receivable, as of September 30, 2008 and 2007 (in thousands):

			Gross		Gross
	Amortized		Unrealized		Unrealized
	Cost		Gains		Losses			Fair Value
September 30, 2008:
U.S. Treasury securities and obligations of U.S. government agencies	$	44,371	$	18	$	(71	)	$	44,318
U.S. corporate securities		7,276		—		(102	)		7,174
Mortgage-backed securities(1)		3,395		1		(94	)		3,302
Other debt securities		12,152		66		—			12,218
	$	67,194	$	85	$	(267	)	$	67,012
September 30, 2007:
U.S. Treasury securities and obligations of U.S. government agencies	$	49,788	$	45	$	—		$	49,833
U.S. corporate securities		50,495		39		(12	)		50,522
Mortgage-backed securities(2)		2,623		—		(64	)		2,559
Other debt securities		3,526		—		(55	)		3,471
	$	106,432	$	84	$	(131	)	$	106,385

(1)	Fair value amounts include approximately $1.9 million of investments in the Federal Home Loan Mortgage and Federal National Mortgage Association.
(2)	Fair value amounts consist of investments in the Federal Home Loan Mortgage and Federal National Mortgage Association.

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BROOKS AUTOMATION, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Gross realized gains on sales of available-for-sale marketable securities included in “Other (income) expense” in the Consolidated Statements of Operations was $21,000 for the year ended September 30, 2008. There were no gross realized gains for the years ended September 30, 2007 and 2006. Gross realized losses on sales of available-for-sale marketable securities included in “Other (income) expense” in the Consolidated Statements of Operations was $226,000 for the year ended September 30, 2006. There were no gross realized losses for the years ended September 30, 2008 and 2007.

The fair value of the marketable securities at September 30, 2008 by contractual maturity, are shown below. Expected maturities will differ from contractual maturities because the issuers of the securities may have the right to prepay obligations without prepayment penalties (in thousands).

	Fair Value
Due in one year or less	$	33,077
Due after one year through five years		28,461
Due after ten years		5,474
	$	67,012

Gain (Loss) on Investment

During the three months ended June 30, 2007, a company in which Brooks held a minority equity interest was acquired by a closely-held Swiss public company. Brooks’ minority equity investment had been previously written down to zero in 2003. As a result, Brooks received shares of common stock from the acquirer in exchange for its minority equity interest and recorded a gain of $5.1 million.

During fiscal 2008, the Company recorded a charge of $3.9 million to write-down its minority equity investment in this Swiss public company to its fair value as of the balance sheet date. This write-down reflects an other than temporary impairment of this investment. The remaining balance of this investment at September 30, 2008 after giving effect to foreign exchange was $1.7 million.

5.   Property, Plant and Equipment

Property, plant and equipment as of September 30, 2008 and 2007 were as follows (in thousands):

	September 30,
	2008			2007
Buildings and land	$	44,161		$	44,678
Computer equipment and software		47,397			37,680
Machinery and equipment		47,777			45,082
Furniture and fixtures		11,015			11,986
Leasehold improvements		25,550			28,951
Construction in progress		17,977			10,295
		193,877			178,672
Less accumulated depreciation and amortization		(112,273	)		(97,925	)
Property, plant and equipment, net	$	81,604		$	80,747

Depreciation expense was $18.2 million, $17.5 million and $15.8 million for the years ended September 30, 2008, 2007 and 2006, respectively.

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BROOKS AUTOMATION, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The Company recorded an impairment charge of $3.5 million to write-down certain buildings and leasehold improvements to fair value in the fourth fiscal quarter of 2008 as a result of underlying circumstances discussed in Note 6.

6.   Goodwill and Intangible Assets

The Company performs an annual impairment test of its goodwill as required under the provisions of FAS 142 on September 30 of each fiscal year unless interim indicators of impairment exist. Goodwill is considered to be impaired when the net book value of a reporting unit exceeds its estimated fair value. Fair values are estimated using a discounted cash flow methodology. Discounted cash flows are based on the businesses’ strategic plans and management’s best estimate of revenue growth and gross profit by each reporting unit.

In fiscal 2007 and 2006, the Company performed its annual impairment test for goodwill at the reporting unit level and determined that no adjustment to goodwill was necessary. Although the Company experienced a cyclical slowdown in demand during fiscal 2008, external market forecasts available to the Company throughout this period indicated that demand would improve in 2009. These external market forecasts changed abruptly at the end of fiscal 2008 and into early fiscal 2009. The downturn experienced in the semiconductor capital equipment market during 2008 has been worsened by the global economic slowdown. The Company does not expect a recovery in demand for semiconductor capital equipment in the near term. This abrupt change in Brooks’ outlook has resulted in an expectation of lower cash flows from all three of the Company’s operating segments, which has led to a non-cash impairment of the Company’s goodwill of $197.9 million as of September 30, 2008.

The changes in the carrying amount of goodwill by reportable segment for the years ended September 30, 2008 and 2007 are as follows (in thousands):

							Global
	Automation			Critical			Customer
	Systems			Components			Operations			Total
Balance at September 30, 2006	$	37,651		$	124,560		$	152,241		$	314,452
Acquisitions:
Keystone Wuxi		4,035			—			—			4,035
Purchase accounting adjustments on prior period acquisitions		1,858			(469	)		(574	)		815
Balance at September 30, 2007		43,544			124,091			151,667			319,302
Adjustments to goodwill:
Resolution of tax contingencies		(661	)		(350	)		(429	)		(1,440	)
Impairment		(42,883	)		(68,000	)		(87,000	)		(197,883	)
Balance at September 30, 2008	$	—		$	55,741		$	64,238		$	119,979

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BROOKS AUTOMATION, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Components of the Company’s identifiable intangible assets are as follows (in thousands):

	September 30, 2008						September 30, 2007
			Accumulated		Net Book				Accumulated		Net Book
	Cost		Amortization		Value		Cost		Amortization		Value
Patents	$	6,877	$	6,753	$	124	$	9,802	$	7,093	$	2,709
Completed technology		64,761		31,357		33,404		64,761		22,033		42,728
Trademarks and trade names		4,925		2,509		2,416		4,925		1,726		3,199
Non-competition agreements		—		—		—		50		50		—
Customer relationships		36,500		13,992		22,508		36,500		8,172		28,328
	$	113,063	$	54,611	$	58,452	$	116,038	$	39,074	$	76,964

The Company determined that the adverse business climate experienced during the end of the fiscal year ended September 30, 2008 was a significant event that indicated that the carrying amount of certain long-lived asset groups might not be recoverable. A review of future cash flows identified an asset group within the Automation Systems segment which had carrying values in excess of future cash flows. The Company reviewed the fair value of the long-lived assets for this asset group and determined that an intangible asset related to a patent had a fair value that was $2.2 million above carrying value, and an impairment charge of $2.2 million was recorded. The fair value was based on a relief from royalty approach. Further, certain buildings and leasehold improvements were determined to have fair values that were $3.5 million below their carrying value, resulting in an additional impairment charge of $3.5 million.

Amortization expense for intangible assets was $16.4 million, $15.3 million and $12.4 million for the years ended September 30, 2008, 2007 and 2006, respectively.

Estimated future amortization expense for the intangible assets recorded by the Company as of September 30, 2008 is as follows (in millions):

Year ended September 30,
2009	$	17.2
2010		14.5
2011		9.5
2012		8.0
2013		3.7
Thereafter		5.6

7.   Investment in Affiliates

Joint Ventures

The Company participates in a joint venture, ULVAC Cryogenics, Inc., or UCI, with ULVAC Corporation of Chigasaki, Japan, which was part of the acquired operations of Helix in October 2005. The joint venture was formed in 1981 by Helix and ULVAC Corporation. UCI manufactures and sells cryogenic vacuum pumps, principally to ULVAC Corporation, one of the largest semiconductor and flat panel OEM’s in Japan. The joint venture arrangement includes a management agreement exclusively involving cryogenic vacuum pumps.

On May 8, 2006, the Company entered into a Joint Venture Agreement (the “Agreement”) with Yaskawa Electric Corporation (Yaskawa) to form a joint venture called Yaskawa Brooks Automation, Inc. (“YBA”) to exclusively market and sell Yaskawa’s semiconductor robotics products and Brooks’ automation hardware products to semiconductor customers in Japan. This Agreement was executed on June 30, 2006. The Company invested $2.0 million into this joint venture. YBA began operations on September 21, 2006.

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BROOKS AUTOMATION, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The Company owns 50% of the outstanding common stock of each of its joint ventures and these investments are accounted for using the equity method. Under this method of accounting, the Company records in income its proportionate share of the earnings of the joint ventures with a corresponding increase in the carrying value of the investment.

For the years ended September 30, 2008 and 2007, revenues from YBA were $20.9 million and $10.5 million, respectively. There were no revenues from YBA for the year ended September 30, 2006. The amount due from YBA included in accounts receivable at September 30, 2008 and 2007 was $8.6 million and $4.2 million, respectively. For the years ended September 30, 2008 and 2007, the Company incurred $1.5 million and $0.5 million, respectively, for products and services provided by YBA. At September 30, 2008 the Company owed YBA $0.2 million in connection with accounts payable for unpaid products and services. The Company had no accounts payable with YBA at September 30, 2007.

For the years ended September 30, 2008, 2007 and 2006, royalty payments received from UCI were $0.9 million, $0.7 million and $0.6 million, respectively.

8.   Earnings (Loss) Per Share

Below is a reconciliation of weighted average common shares outstanding for purposes of calculating basic and diluted earnings (loss) per share (in thousands, except per share data):

	Year Ended September 30,
	2008			2007		2006
Net income (loss)	$	(235,946	)	$	151,472	$	25,930
Weighted average common shares outstanding used in computing basic earnings (loss) per share		64,542			73,492		72,323
Dilutive common stock options and restricted stock awards		—			582		210
Weighted average common shares outstanding for purposes of computing diluted earnings (loss) per share		64,542			74,074		72,533
Basic earnings (loss) per share	$	(3.66	)	$	2.06	$	0.36
Diluted earnings (loss) per share	$	(3.66	)	$	2.04	$	0.36

Approximately 2,092,000, 3,011,000 and 4,796,000 options to purchase common stock and 1,091,000, 89,000 and 1,000 shares of restricted stock were excluded from the computation of diluted earnings (loss) per share attributable to common stockholders for the years ended September 30, 2008, 2007 and 2006, respectively, as their effect would be anti-dilutive. The 3,011,000 and 4,796,000 options for the years ended September 30, 2007 and 2006, respectively, had an exercise price greater than the average market price of the common stock. These options and restricted stock could, however, become dilutive in future periods. In addition, 1,980,000 shares of common stock for the assumed conversion of the Company’s convertible debt were excluded from this calculation for the year ended September 30, 2006, as the effect of conversion would be anti-dilutive based on a conversion price of $70.23. The Company paid off the convertible debt in full on July 17, 2006.

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BROOKS AUTOMATION, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

9.   Income Taxes

The components of the income tax provision are as follows (in thousands):

	Year Ended September 30,
	2008		2007		2006
Current:
Federal	$	197	$	1,312	$	779
State		25		154		5
Foreign		1,011		821		2,588
		1,233		2,287		3,372
Deferred:
Federal		—		—		—
State		—		—		—
Foreign		—		—		—
	$	1,233	$	2,287	$	3,372

The components of income (loss) from continuing operations before income taxes, minority interests and equity in earnings of joint ventures are as follows (in thousands):

	Year Ended September 30,
	2008			2007		2006
Domestic	$	(222,193	)	$	51,277	$	19,506
Foreign		(13,959	)		4,359		4,561
	$	(236,152	)	$	55,636	$	24,067

The differences between the income tax provision and income taxes computed using the applicable U.S. statutory federal tax rate is as follows (in thousands):

	Year Ended September 30,
	2008			2007			2006
Income tax provision (benefit) computed at federal statutory rate	$	(82,653	)	$	19,472		$	8,423
State income taxes, net of federal benefit		(766	)		815			(217	)
Research and development tax credits		(211	)		(1,003	)		—
ETI tax benefit/Sec. 199 manufacturing deduction		—			(632	)		(861	)
Impairments		68,069			—			—
Foreign income taxed at different rates		2,497			(2,351	)		456
Dividends		1,526			993			1,281
Change in deferred tax asset valuation allowance		13,697			(15,635	)		(6,510	)
Other		(926	)		628			800
Income tax provision	$	1,233		$	2,287		$	3,372

The Company does not provide for U.S. income taxes applicable to undistributed earnings of its foreign subsidiaries since these earnings are indefinitely reinvested.

55

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The significant components of the net deferred tax assets are as follows (in thousands):

	Year Ended September 30,
	2008		2007
Reserves not currently deductible	$	28,387	$	25,462
Federal, state and foreign tax credits		17,666		15,328
Depreciation		9,761		5,490
Stock-based compensation		6,888		5,566
Net operating loss carryforwards		114,076		114,528
Deferred tax assets		176,778		166,374
Amortization		10,743		15,885
Other liabilities		2,732		883
Deferred tax liabilities		13,475		16,768
Valuation allowance		163,303		149,606
Net deferred tax assets	$	—	$	—

In accordance with SFAS 109, management has considered the weight of all available evidence in determining whether a valuation allowance remains to be required against its deferred tax assets at September 30, 2008. Given the losses incurred in fiscal 2008 combined with the near term uncertainty with regard to the outlook of the semiconductor sector, the Company has determined that it is more likely than not that the net deferred tax assets will not be realized. The amount of the deferred tax asset considered realizable is subject to change based on future events, including generating taxable income in future periods. The Company continues to assess the need for the valuation allowance at each balance sheet date based on all available evidence.

As of September 30, 2008, the Company had federal, state and foreign net operating loss carryforwards from continuing and discontinued operations of approximately $445.0 million and federal and state research and development tax credit carryforwards of approximately $17.7 million available to reduce future tax liabilities, which expire at various dates through 2028. Included in the net operating loss carryforwards are stock option deductions of approximately $19.5 million. The benefits of these tax deductions approximate $7.0 million of which approximately $4.0 million will be credited to additional paid-in capital upon being realized or recognized.

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BROOKS AUTOMATION, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

A reconciliation of the beginning and ending amount of the consolidated liability for unrecognized income tax benefits during the fiscal year ended September 30, 2008 is as follows (in thousands):

	Unrecognized			Interest and
	Tax Benefit			Penalties			Total
Balance at October 1, 2007	$	13,119		$	1,354		$	14,473
Additions for tax positions of prior years		216			607			823
Additions for tax positions related to current year		291			13			304
Reduction for tax positions related to acquired entities in prior years, offset to goodwill		(1,184	)		(226	)		(1,410	)
Reductions for tax positions of prior years		—			(205	)		(205	)
Reductions from lapses in statutes of limitations		(994	)		—			(994	)
Reductions from settlements with taxing authorities		(1,228	)		(91	)		(1,319	)
Foreign exchange rate adjustment		243			—			243
Balance at September 30, 2008	$	10,463		$	1,452		$	11,915

As of September 30, 2008, the Company had approximately $11.9 million of unrecognized tax benefits, of which approximately $11.6 million, if recognized, would affect the effective tax rate and the remaining $0.3 million, if recognized, would affect goodwill. The Company recognizes interest related to unrecognized benefits as a component of tax expense, of which $0.4 million was recognized in the current year.

The Company is subject to U.S. federal income tax and various state, local and international income taxes in various jurisdictions. The amount of income taxes paid is subject to the Company’s interpretation of applicable tax laws in the jurisdictions in which it files. In the normal course of business, the Company is subject to examination by taxing authorities throughout the world. The Company has income tax audits in progress in various state and international jurisdictions in which it operates. In the Company’s U.S. and international jurisdictions, the years that may be examined vary, with the earliest tax year being 2001. Based on the outcome of these examinations, or the expiration of statutes of limitations for specific jurisdictions, it is reasonably possible that the related unrecognized tax benefits could change from those recorded in the Company’s statement of financial position. The Company currently anticipates that several of these audits will be completed during the next twelve months and the unrecognized tax benefit will be reduced by approximately $1.0 million in settlements as a result of the finalization of certain non-U.S. audits.

10.   Tender Offer of the Company’s Common Stock

On May 31, 2007, the Company announced that its Board of Directors (the “Board”) had authorized a modified “Dutch Auction” self-tender offer to purchase up to 6,060,000 shares of its common stock, representing approximately 8% of its approximately 75.8 million outstanding shares as of April 30, 2007. This transaction closed on July 5, 2007. In the tender offer, shareholders had the opportunity to tender some or all of their shares at a price not less than $16.50 per share or more than $19.00 per share, net to the seller in cash, without interest. The tender offer commenced on June 1, 2007 and expired on June 28, 2007. This action followed the closing of the Company’s recent sale of the Brooks Software Division, which generated proceeds to the Company that strengthened its cash assets. Following the sale of the Brooks Software Division, the Board determined that the best use for much of the cash generated in that transaction was to invest in Brooks through a share repurchase returning money to its shareholders.

On July 5, 2007, the Company announced the final results of its modified “Dutch Auction” tender offer. In accordance with the terms and conditions of the tender offer, the Company accepted for purchase 6,060,000 shares of its common stock at a purchase price of $18.20 per share, for a total cost of approximately $110.3 million. The total shares tendered before proration was approximately 7,400,000 common shares. Since

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BROOKS AUTOMATION, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

the offer was oversubscribed, the number of shares that the Company accepted for purchase from each tendering shareholder was prorated, based upon the proration procedures described in the Offer to Purchase mailed to shareholders and certain other limited exceptions. Shareholders who validly tendered shares at a price equal to or below $18.20 per share had approximately 82% of those shares accepted for purchase. The depositary promptly issued payment for the shares accepted for purchase in the tender. Any shares properly tendered and not properly withdrawn, but not purchased, were returned promptly to stockholders by the depositary. Brooks financed the tender offer with available cash on hand.

On November 9, 2007 the Company announced that its Board of Directors authorized a stock repurchase plan to buy up to $200.0 million of the Company’s outstanding common stock. Stock repurchase transactions authorized under the plan will occur from time to time in the open market, through block trades or otherwise. Management and the Board of Directors will exercise discretion with respect to the timing and amount of any shares repurchased, based on their evaluation of a variety of factors, including current market conditions. Repurchases may be commenced or suspended at any time without prior notice. Additionally, Brooks may initiate repurchases under a Rule 10b5-1 plan, which would permit shares to be repurchased when Brooks would otherwise be precluded from doing so under insider-trading laws. Any repurchased shares will be available for use in connection with its stock plans and for other corporate purposes. The repurchase program will be funded using the Company’s available cash resources. During the year ended September 30, 2008, the Company purchased 7,401,869 shares of its common stock for a total of $90.2 million in connection with the stock repurchase plan.

11.   Financing Arrangements

On May 23, 2001, the Company completed the private placement of $175.0 million aggregate principal amount of 4.75% Convertible Subordinated Notes due in 2008. The Company received net proceeds of $169.5 million from the sale. Interest on the notes was paid on June 1 and December 1 of each year. The notes were scheduled to mature on June 1, 2008.

The Company did not file its quarterly report on Form 10-Q for the period ended March 31, 2006 by the prescribed due date. As a result of this delay, the Company was not in compliance with its obligation under Section 6.2 of the indenture with respect to its 4.75% Convertible Subordinated Notes due 2008 to timely file with the SEC all reports and other information and documents which the Company is required to file with the SEC pursuant to Sections 13 or 15(d) of the Securities Exchange Act of 1934. On May 15, 2006, the Company received a notice from holders of more than 25% in aggregate principal amount of notes outstanding that the Company was in default of Section 6.2 of the indenture based on its failure to file its Form 10-Q. On Friday July 14, 2006, the Company received a further notice from holders of more than 25% of the aggregate outstanding principal amount of the notes accelerating the Company’s obligation to repay the unpaid principal on the notes because its Report on Form 10-Q for the quarter ended March 31, 2006 had not yet been filed. On Monday, July 17, 2006, the Company paid the outstanding $175.0 million principal balance to the trustee and subsequently paid all accrued interest. The notes are now retired, having been paid in full.

At September 30, 2008, the Company had $0.7 million of outstanding letters of credit.

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BROOKS AUTOMATION, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

12.   Postretirement Benefits

The Company adopted the funded status recognition provision of SFAS 158, “Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans, an amendment of FASB Statements No. 87, 88, 106, and 132(R)” (“SFAS 158”), effective September 30, 2007. This standard amends SFAS 87, 88, 106, and 132(R). SFAS 158 requires an employer with defined benefit plans or other postretirement benefit plans to recognize an asset or a liability on its balance sheet for the overfunded or underfunded status of the plans as defined by SFAS 158. The pension asset or liability represents a difference between the fair value of the pension plan’s assets and the projected benefit obligation as of September 30. For other postretirement benefit plans, the liability is the difference between the fair value of the plan’s assets and the accumulated postretirement benefit obligation as of September 30. The following table illustrates the effect on the individual financial statement line items of applying this standard for the year ended September 30, 2007 (in thousands):

	Before		Adjustment for			After
	Application of		Application of			Application of
	SFAS 158		SFAS 158			SFAS 158
Long term pension liabilities	$	132	$	(112	)	$	20
Accumulated other comprehensive income		—		112			112

Defined Benefit Pension Plans

On October 26, 2005, the Company purchased Helix and assumed responsibility for the liabilities and assets of the Helix Employees’ Pension Plan (“Plan”). The Plan is a final average pay pension plan. The Company’s funding policy is to contribute an amount equal to the minimum required employer contribution under the Employee Retirement Income Security Act of 1974. In May 2006, the Company’s Board of Directors approved the freezing of benefit accruals and future participation in the Plan effective October 31, 2006.

The Company uses a September 30th measurement date in the determination of net periodic benefit costs, benefit obligations and the value of plan assets. The following tables set forth the funded status and amounts recognized in the Company’s consolidated balance sheets at September 30, 2008 and 2007 for the Plan (in thousands):

	Year Ended
	September 30,
	2008			2007
Benefit obligation at beginning of year	$	12,397		$	12,327
Service cost		146			252
Interest cost		731			698
Actuarial (gain)/loss		(1,541	)		1,191
Benefits paid		(2,324	)		(2,071	)
Benefit obligation at end of year	$	9,409		$	12,397

	Year Ended
	September 30,
	2008			2007
Fair value of assets at beginning of year	$	12,377		$	13,058
Actual return (loss) on plan assets		(1,611	)		1,390
Disbursements		(2,324	)		(2,071	)
Fair value of assets at end of year	$	8,442		$	12,377

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BROOKS AUTOMATION, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

	September 30,
	2008			2007
Funded status/accrued benefit liability	$	(967	)	$	(20	)

The Company’s investment strategy with respect to Plan assets is to maximize return while protecting principal. These investments are primarily in equity and debt securities. The expected long term rate of return on Plan assets was 8.25% for the years ended September 30, 2008 and 2007, respectively. The expected rate of return was developed through analysis of historical market returns, current market conditions and the Plans’ past experience.

Net periodic pension (benefit) cost consisted of the following (in thousands):

	Year Ended September 30,
	2008			2007			2006
Service cost	$	146		$	252		$	1,740
Interest cost		731			698			821
Expected return on assets		(906	)		(1,002	)		(1,000	)
Settlement gain		—			—			(289	)
Net periodic pension (benefit) cost	$	(29	)	$	(52	)	$	1,272

Certain information for the Plan with respect to accumulated benefit obligations follows (in thousands):

	September 30,
	2008		2007
Projected benefit obligation	$	9,409	$	12,397
Accumulated benefit obligation		9,409		12,397
Fair value of plan assets		8,442		12,377

Weighted-average assumptions used to determine net cost at September 30, 2008, 2007 and 2006 follows:

	Year Ended September 30,
	2008			2007			2006
Discount rate		6.00	%		6.00	%		5.75	%
Expected return on plan assets		8.25	%		8.25	%		8.25	%
Rate of compensation increase		N/A			N/A			4.00	%

Plan Assets

The Company’s weighted average asset allocation at September 30, 2008 and target allocation at September 30, 2009, by asset category is as follows:

	Percentage of			Target
	Plan Assets at			Allocation at
	September 30,			September 30,
	2008			2009
Equity securities		66	%		40% - 70%
Debt securities		31			35% - 55%
Cash		3			0% - 10%
		100	%

The Company expects to contribute $1.0 million to the Plan in fiscal 2009 to meet certain funding targets.

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BROOKS AUTOMATION, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Expected benefit payments over the next ten years are expected to be paid as follows (in thousands):

2009	$	544
2010		531
2011		391
2012		546
2013		745
2014-2018		4,410

The Company sponsors defined contribution plans that meet the requirements of Section 401(k) of the Internal Revenue Code. All United States employees of the Company who meet minimum age and service requirements are eligible to participate in the plan. The plan allows employees to invest, on a pre-tax basis, a percentage of their annual salary subject to statutory limitations.

The Company’s contribution expense for worldwide defined contribution plans was $3.5 million, $3.6 million and $2.8 million for the years ended September 30, 2008, 2007 and 2006, respectively.

The Company has a Supplemental Key Executive Retirement Plan (acquired with Helix) which is designed to supplement benefits paid to participants under Company-funded, tax-qualified retirement plans. The Company did not record additional retirement costs for the years ended September 30, 2008 and 2007, in connection with this plan. At September 30, 2008, the Company had $0 accrued for benefits payable under the Supplemental Key Executive Retirement Plan.

13.   Stockholders’ Equity

Preferred Stock

At September 30, 2008 and 2007 there were one million shares of preferred stock, $0.01 par value per share authorized; no shares were issued and outstanding at September 30, 2008 and 2007, respectively. Preferred stock may be issued at the discretion of the Board of Directors without stockholder approval with such designations, rights and preferences as the Board of Directors may determine.

14.   Stock Plans

Amended and Restated 2000 Equity Incentive Plan

The purposes of the Amended and Restated 2000 Equity Incentive Plan (the “2000 Plan”), are to attract and retain employees and to provide an incentive for them to assist the Company to achieve long-range performance goals and to enable them to participate in the long-term growth of the Company. Under the 2000 Plan the Company may grant (i) incentive stock options intended to qualify under Section 422 of the Internal Revenue Code of 1986, as amended, and (ii) options that are not qualified as incentive stock options (“nonqualified stock options”) and (iii) stock appreciation rights, performance awards and restricted stock. All employees of the Company or any affiliate of the Company, independent directors, consultants and advisors are eligible to participate in the 2000 Plan. Options under the 2000 Plan generally vest over four years and expire seven years from the date of grant. A total of 9,000,000 shares of common stock were reserved for issuance under the 2000 Plan. As of September 30, 2008, 1,141,658 options are outstanding and 6,013,665 shares remain available for grant.

During the year ended September 30, 2008, the Company issued 52,655 shares of restricted stock or units under the Amended and Restated 2000 Equity Incentive Plan, net of cancellations. These restricted stock awards generally have the following vesting schedules: two year vesting in which 25% vest immediately, 25% vest in Year 1 and 50% vest in Year 2; two-year cliff vesting; three year vesting in which one-third vest in Year 1, one-third vest in Year 2 and one-third vest in Year 3; and three year vesting in which 25% vest in Year

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

1, 25% vest in Year 2 and 50% vest in Year 3. Compensation expense related to these awards is being recognized on a straight line basis over the vesting period, based on the difference between the fair market value of the Company’s common stock on the date of grant and the amount received from the employee. In addition, in fiscal 2008, the Company granted 300,000 restricted stock awards to an executive officer with market and performance-based vesting criteria. Due to the market-based vesting criteria component, the Company has valued these restricted stock awards using a lattice model. These awards have a two-year life and have a grant date fair value of $10.40 per share.

1998 Employee Equity Incentive Plan

The purposes of the 1998 Employee Equity Incentive Plan (the “1998 Plan”), adopted by the Board of Directors of the Company in April 1998, are to attract and retain employees and provide an incentive for them to assist the Company in achieving long-range performance goals, and to enable them to participate in the long-term growth of the Company. All employees of the Company, other than its officers and directors, (including contractors, consultants, service providers or others) who are in a position to contribute to the long-term success and growth of the Company, are eligible to participate in the 1998 Plan. Options under the 1998 Plan generally vest over a period of four years and generally expire seven years from the date of grant. On February 26, 2003, the Board of Directors voted to cancel and not return to the reserve any 1998 Plan forfeited options. From February 26, 2003 through September 30, 2008, 2,705,969 options were forfeited due to employee terminations. A total of 509,051 options are outstanding and 291,032 shares remain available for grant under the 1998 Plan as of September 30, 2008.

1993 Non-Employee Director Stock Option Plan

The purpose of the 1993 Non-Employee Director Stock Option Plan (the “Directors Plan”) was to attract and retain the services of experienced and knowledgeable independent directors of the Company for the benefit of the Company and its stockholders and to provide additional incentives for such independent directors to continue to work for the best interests of the Company and its stockholders through continuing ownership of its common stock. The Directors Plan expired in 2003, although some options issued under that plan remain outstanding. Under its terms, each director who was not an employee of the Company or any of its subsidiaries was eligible to receive options under the Directors Plan. Under the Directors Plan, each eligible director received an automatic grant of an option to purchase 25,000 shares of common stock upon becoming a director of the Company and an option to purchase 10,000 shares on July 1 each year thereafter. Options granted under the Directors Plan generally vested over a period of five years and generally expired ten years from the date of grant. A total of 10,000 options are outstanding and no shares remain available for grant under the Directors Plan as of September 30, 2008.

1992 Combination Stock Option Plan

Under the Company’s 1992 Stock Option Plan (the “1992 Plan”), the Company may grant both incentive stock options and nonqualified stock options. Incentive stock options may only be granted to persons who are employees of the Company at the time of grant, which may include officers and directors who are also employees. Nonqualified stock options may be granted to persons who are officers, directors or employees of or consultants or advisors to the Company or persons who are in a position to contribute to the long-term success and growth of the Company at the time of grant. Options granted under the 1992 Plan generally vest over a period of four years and generally expire ten years from the date of grant. A total of 56,444 options are outstanding and no shares remain available for grant under the 1992 Plan as of September 30, 2008.

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BROOKS AUTOMATION, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Stock Options of Acquired Companies

In connection with the acquisition of PRI on May 14, 2002, the Company assumed the outstanding options of multiple stock option plans that were adopted by PRI. At acquisition, 6,382,329 options to purchase PRI common stock were outstanding and converted into 3,319,103 options to purchase the Company’s Common Stock. A total of 520 options are outstanding and no shares remain available for grant under the PRI Plans as of September 30, 2008.

In connection with the acquisition of Helix on October 26, 2005, the Company assumed the outstanding options of multiple stock option plans that were adopted by Helix. At acquisition, 689,622 options to purchase Helix common stock were outstanding and converted into 765,480 options to purchase the Company’s Common Stock. A total of 114,048 options are outstanding and 403,897 shares remain available for grant under the Helix plans as of September 30, 2008. The Company does not intend to issue any additional options under the Helix stock option plan.

Stock Option Activity

Aggregate stock option activity for all the above plans for the year ended September 30, 2008 is as follows:

	2008
				Weighted-
				Average				Aggregate
				Remaining		Weighted		Intrinsic
				Contractual		Average		Value (In
	Shares			Term		Price		Thousands)
Options outstanding at beginning of year		2,512,059				$	20.11
Exercised		(42,130	)			$	9.32
Forfeited/expired		(653,904	)			$	21.35
Options outstanding at end of year		1,816,025			2.1 years	$	19.92	$	23
Vested and unvested expected to vest at end of year		1,810,101			2.0 years	$	19.94	$	23
Options exercisable at end of year		1,693,549			2.0 years	$	20.38	$	23
Options available for future grant		6,708,594

The aggregate intrinsic value in the table above represents the total intrinsic value, based on the Company’s closing stock price of $8.36 as of September 30, 2008, which would have been received by the option holders had all option holders exercised their options as of that date.

The weighted average grant date fair value of stock options, as determined under SFAS No. 123R, granted during fiscal 2006 was $6.82 per share. No stock options were granted in fiscal 2008 or fiscal 2007. The total intrinsic value of options exercised during fiscal 2008, 2007 and 2006 was $35,000, $2,576,000 and $371,000, respectively. The total cash received from employees as a result of employee stock option exercises during fiscal 2008, 2007 and 2006 was $392,000, $7,005,000 and $1,155,000, respectively.

As of September 30, 2008 future compensation cost related to nonvested stock options is approximately $0.8 million and will be recognized over an estimated weighted average period of 1.6 years.

The Company settles employee stock option exercises with newly issued common shares.

Based on information currently available, the Company believes that, although certain options may have been granted in violation of our applicable option plans, those options are valid and enforceable obligations of the Company.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Restricted Stock Activity

Restricted stock for the year ended September 30, 2008 was determined using the fair value method. A summary of the status of the Company’s restricted stock as of September 30, 2008 and changes during the year is as follows:

	2008
				Weighted
				Average
				Grant-Date
	Shares			Fair Value
Outstanding at beginning of year		961,875		$	14.42
Awards granted		614,500			12.06
Awards vested		(330,030	)		13.37
Awards canceled		(261,845	)		14.27
Outstanding at end of year		984,500		$	13.33

The weighted average grant date fair value of restricted stock, as determined under SFAS No. 123R, granted during fiscal 2007 and fiscal 2006 was $16.11 and $13.15 per share, respectively. The fair value of restricted stock awards vested during fiscal 2008, 2007 and 2006 was $4.4 million, $4.2 million and $1.5 million, respectively.

As of September 30, 2008, the unrecognized compensation cost related to nonvested restricted stock is $8.8 million and will be recognized over an estimated weighted average amortization period of 1.6 years.

1995 Employee Stock Purchase Plan

On February 22, 1996, the stockholders approved the 1995 Employee Stock Purchase Plan (the “1995 Plan”) which enables eligible employees to purchase shares of the Company’s common stock. Under the 1995 Plan, eligible employees may purchase up to an aggregate of 3,000,000 shares during six-month offering periods commencing on February 1 and August 1 of each year at a price per share of 85% of the lower of the fair market value price per share on the first or last day of each six-month offering period. Participating employees may elect to have up to 10% of their base pay withheld and applied toward the purchase of such shares. The rights of participating employees under the 1995 Plan terminate upon voluntary withdrawal from the plan at any time or upon termination of employment. As of September 30, 2008, 1,988,259 shares of common stock have been purchased under the 1995 Plan and 1,011,741 shares remain available for purchase.

15.   Restructuring Costs and Accruals

Fiscal 2008 Activities

The Company recorded a charge to continuing operations of $7.3 million in the year ended September 30, 2008 for restructuring costs.

Restructuring Costs

Based on estimates of its near term future revenues and operating costs, in fiscal 2008, the Company took additional cost reduction actions. Accordingly, charges of $7.3 million were recorded for these actions. Of this amount, $6.8 million related to workforce reductions and $0.5 million related to costs to vacate excess facilities in San Jose, California and South Korea. The workforce reductions consisted of $6.8 million of severance costs associated with workforce reductions of 230 employees in operations, service and administrative functions across all the main geographies in which the Company operates. The restructuring charges by segment for fiscal 2008 were: Global Customer Operations — $2.7 million, Automated Systems — $2.2 million

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

and Critical Components — $0.4 million. In addition, the Company incurred $2.0 million of restructuring charges in fiscal 2008 that were related to general corporate functions that support all of our segments. The accruals for workforce reductions are expected to be paid over the next twelve months. The Company estimates that the annual salary and benefit savings as a result of these actions will be approximately $14.0 million. The cost savings resulting from these restructuring actions are expected to yield actual cash savings, net of the related costs, within twelve months.

The Company is expanding its cost reduction efforts in response to the global economic slowdown and expects to take further restructuring charges during fiscal 2009. The Company continues to review and align its cost structure to attain profitable operations amid the changing semiconductor cycles.

Fiscal 2007 Activities

The Company recorded a charge to continuing operations of $7.1 million in the year ended September 30, 2007 for restructuring costs.

Restructuring Costs

Based on estimates of its near term future revenues and operating costs, in fiscal 2007, the Company took additional cost reduction actions. Accordingly, charges of $7.1 million were recorded for these actions. Of this amount, $4.0 million related to workforce reductions and $3.1 million related to fully recognizing the remaining obligation on the lease associated with the Company’s vacant facility in Billerica, Massachusetts. The workforce reductions consisted of $4.0 million of severance costs associated with the termination of approximately 90 employees in operations, service and administrative functions principally in the U.S., Germany and Korea.

Fiscal 2006 Activities

The Company recorded a charge to continuing operations of $4.3 million in the year ended September 30, 2006 for restructuring costs. The Company also recorded a charge of $1.0 million in the year ended September 30, 2006 related to the discontinued software division, which is included in the loss from discontinued operations.

Restructuring Costs

Based on estimates of its near term future revenues and operating costs, the Company announced in fiscal 2006 plans to take additional cost reduction actions. Accordingly, charges of $4.3 million were recorded for these actions. This charge consisted of $2.0 million of excess facilities charges primarily related to a vacant facility in Billerica Massachusetts due to a longer period than initially estimated to sub-lease the facility, $2.5 million for costs incurred related to the termination of approximately 30 employees worldwide whose positions were made redundant as a result of the Helix acquisition, offset by the $0.2 million reversal of previously accrued termination costs to employees who will no longer be terminated or whose termination was settled at a reduced cost. The Company recorded a charge of $1.0 million in fiscal year 2006 for workforce reductions related to its discontinued software division which is included in the loss from discontinued operations.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The activity related to the Company’s restructuring accruals is below, which includes activity related to the discontinued software division (in thousands):

	Fiscal 2008 Activity
	Balance							Balance
	September 30,							September 30,
	2007		Expense		Utilization			2008
Facilities	$	12,804	$	540	$	(3,686	)	$	9,658
Workforce-related		2,907		6,747		(6,649	)		3,005
	$	15,711	$	7,287	$	(10,335	)	$	12,663

	Fiscal 2007 Activity
	Balance										Balance
	September 30,										September 30,
	2006		Expense		Reversals			Utilization			2007
Facilities	$	13,697	$	3,131	$	(62	)	$	(3,962	)	$	12,804
Workforce-related		2,846		4,039		—			(3,978	)		2,907
	$	16,543	$	7,170	$	(62	)	$	(7,940	)	$	15,711

	Fiscal 2006 Activity
	Balance												Balance
	September 30,												September 30,
	2005		Expense		Helix Acquisition		Reversals			Utilization			2006
Facilities	$	15,045	$	1,966	$	580	$	—		$	(3,894	)	$	13,697
Workforce-related		8,429		4,321		2,756		(990	)		(11,670	)		2,846
	$	23,474	$	6,287	$	3,336	$	(990	)	$	(15,564	)	$	16,543

16.   Segment and Geographic Information

In the fourth quarter of fiscal 2007 the Company made changes to its internal reporting structure and began reporting results in three segments: Automation Systems; Critical Components; and Global Customer Operations. In the second quarter of fiscal 2008 these segment disclosures were refined to reflect the results of a comprehensive review of operations conducted subsequent to the appointment of a new CEO and CFO. These refinements resulted in minor changes to the previously disclosed split of revenues and gross margins among segments and between products and services.

The Automation Systems segment consists of a range of wafer handling products and systems that support both atmospheric and vacuum process technology used by the Company’s customers.

The Critical Components segment includes cryogenic vacuum pumping, thermal management and vacuum measurement solutions used to create, measure and control critical process vacuum applications. The pump, gauge and chiller products serve various markets that use vacuum as a critical enabler to overall system performance.

The Global Customer Operations segment consists of the Company’s after market activities including an extensive range of service support to its customers to address their on-site needs, spare parts and repair services, and support of legacy product lines.

The Company evaluates performance and allocates resources based on revenues, operating income (loss) and returns on invested assets. Operating income (loss) for each segment includes selling, general and administrative expenses directly attributable to the segment. Amortization of acquired intangible assets

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(excluding completed technology) and restructuring charges are excluded from the segments’ operating income (loss). The Company’s non-allocable overhead costs, which include various general and administrative expenses, are allocated among the segments based upon segment revenues. Segment assets exclude acquired intangible assets, goodwill, investments in joint ventures, marketable securities and cash equivalents.

The Company has reclassified prior year data due to the changes made in its reportable segments.

Financial information for the Company’s business segments is as follows (in thousands):

						Global
	Automation			Critical		Customer
	Systems			Components		Operations		Total
Year ended September 30, 2008
Revenues
Product	$	273,294		$	127,035	$	11,324	$	411,653
Services		—			—		114,713		114,713
	$	273,294		$	127,035	$	126,037	$	526,366
Gross profit	$	54,714		$	47,871	$	24,243	$	126,828
Segment operating income (loss)	$	(32,052	)	$	11,654	$	830	$	(19,568	)
Depreciation	$	11,192		$	3,359	$	3,625	$	18,176
Assets	$	159,975		$	49,710	$	60,762	$	270,447
Year ended September 30, 2007
Revenues
Product	$	443,501		$	165,225	$	16,679	$	625,405
Services		—			—		117,853		117,853
	$	443,501		$	165,225	$	134,532	$	743,258
Gross profit	$	119,456		$	66,235	$	33,904	$	219,595
Segment operating income	$	15,046		$	29,016	$	9,336	$	53,398
Depreciation	$	10,402		$	4,090	$	2,989	$	17,481
Assets	$	270,401		$	72,771	$	82,020	$	425,192
Year ended September 30, 2006
Revenues
Product	$	336,923		$	143,543	$	14,331	$	494,797
Services		—			—		112,697		112,697
	$	336,923		$	143,543	$	127,028	$	607,494
Gross profit	$	104,642		$	55,390	$	26,618	$	186,650
Segment operating income	$	8,412		$	18,288	$	1,337	$	28,037
Depreciation	$	8,218		$	4,740	$	2,822	$	15,780
Assets	$	243,051		$	82,535	$	87,495	$	413,081

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A reconciliation of the Company’s reportable segment operating income (loss) and segment assets to the corresponding consolidated amounts as of and for the years ended September 30, 2008, 2007 and 2006 is as follows (in thousands):

	As of and for the Year Ended
	September 30,
	2008			2007		2006
Segment operating income (loss) from continuing operations	$	(19,568	)	$	53,398	$	28,037
Amortization of acquired intangible assets		7,044			5,939		4,251
Impairment charges		203,570			—		—
Restructuring charges		7,287			7,108		4,257
Total operating income (loss) from continuing operations	$	(237,469	)	$	40,351	$	19,529
Segment assets	$	270,447		$	425,192	$	413,081
Assets from discontinued operations		—			—		57,324
Goodwill		119,979			319,302		314,452
Intangible assets		58,452			76,964		92,213
Investments in cash equivalents, marketable securities and joint ventures		205,988			193,380		115,507
Insurance receivable		8,772			—		—
Total assets	$	663,638		$	1,014,838	$	992,577

Net revenues based upon the source of the order by geographic area are as follows (in thousands):

	Year Ended September 30,
	2008		2007		2006
North America	$	340,214	$	496,254	$	379,719
Asia/Pacific		108,786		148,140		126,556
Europe		77,366		98,864		101,219
	$	526,366	$	743,258	$	607,494

Long-lived assets, consisting of property, plant and equipment by geographic area are as follows (in thousands):

	September 30,
	2008		2007
North America	$	76,306	$	73,561
Asia/Pacific		4,835		6,625
Europe		463		561
	$	81,604	$	80,747

17.   Significant Customers

The Company had two customers that accounted for more than 10% of revenues in the years ended September 30, 2008 and 2007. The Company had one customer that accounted for more than 10% of revenues in the year ended September 30, 2006. The Company had two customers that accounted for more than 10% of its accounts receivable balance at September 30, 2008 and 2007.

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18.   Other Balance Sheet Information

Components of other selected captions in the Consolidated Balance Sheets are as follows (in thousands):

	September 30,
	2008		2007
Accounts receivable	$	68,210	$	107,373
Less allowance for doubtful accounts		1,366		1,469
	$	66,844	$	105,904

The allowance for doubtful accounts activity for the years ended September 30, 2008, 2007 and 2006 were as follows (in thousands):

	Balance at
	Beginning of		Acquisition				Reversals of			Write-offs and			Balance at
Description	Period		Reserves		Provisions		Bad Debt Expense			Adjustments			End of Period
2008 Allowance for doubtful accounts	$	1,469	$	—	$	720	$	(255	)	$	(568	)	$	1,366
2007 Allowance for doubtful accounts		1,709		267		100		(31	)		(576	)		1,469
2006 Allowance for doubtful accounts		2,648		579		—		(842	)		(676	)		1,709

	September 30,
	2008		2007
Inventories, net
Raw materials and purchased parts	$	64,651	$	50,304
Work-in-process		26,789		31,555
Finished goods		14,461		22,935
	$	105,901	$	104,794

Reserves for excess and obsolete inventory were $17.4 million, $18.7 million and $12.7 million at September 30, 2008, 2007 and 2006, respectively. The Company recorded additions to reserves for excess and obsolete inventory of $4.9 million, $11.4 million and $2.9 million in fiscal 2008, 2007 and 2006, respectively, including $5.2 million, $8.5 million and $1.2 million charged to expense in fiscal 2008, 2007 and 2006, respectively. The Company reduced the reserves for excess and obsolete inventory by $6.3 million, $5.4 million and $2.9 million, in fiscal 2008, 2007 and 2006, respectively, for disposals of inventory.

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The Company provides for the estimated cost of product warranties, primarily from historical information, at the time product revenue is recognized and retrofit accruals at the time retrofit programs are established. While the Company engages in extensive product quality programs and processes, including actively monitoring and evaluating the quality of its component suppliers, the Company’s warranty obligation is affected by product failure rates, utilization levels, material usage, service delivery costs incurred in correcting a product failure, and supplier warranties on parts delivered to the Company. Product warranty and retrofit activity on a gross basis for the years ended September 30, 2008, 2007 and 2006 is as follows (in thousands):

Balance at September 30, 2005	$	9,782
Acquisitions		1,586
Accruals for warranties during the year		13,040
Settlements made during the year		(12,800	)
Balance at September 30, 2006		11,608
Accruals for warranties during the year		13,387
Settlements made during the year		(14,009	)
Balance at September 30, 2007		10,986
Accruals for warranties during the year		10,344
Settlements made during the year		(13,156	)
Balance at September 30, 2008	$	8,174

19.   Commitments and Contingencies

Lease Commitments

The Company leases manufacturing and office facilities and certain equipment under operating leases that expire through 2015. Rental expense under operating leases, excluding expense recorded as a component of restructuring, for the years ended September 30, 2008, 2007 and 2006 was $5.4 million, $4.5 million and $5.1 million, respectively. Future minimum lease commitments on non-cancelable operating leases, lease income and sublease income are as follows (in thousands):

			Lease and
	Operating		Sublease
	Leases		Income
Year ended September 30, 2009	$	11,838	$	1,797
2010		10,845		1,563
2011		8,384		1,450
2012		2,314		61
2013		2,407		—
Thereafter		3,311		—
	$	39,099	$	4,871

These future minimum lease commitments include approximately $16.0 million related to facilities the Company has elected to abandon in connection with its restructuring initiatives. In addition, the Company is a guarantor on a lease in Mexico that expires in January 2013 for approximately $1.6 million.

Purchase Commitments

The Company has non-cancelable contracts and purchase orders for inventory of $44.7 million at September 30, 2008.

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Contingencies

There has been substantial litigation regarding patent and other intellectual property rights in the semiconductor and related industries. The Company has in the past been, and may in the future be, notified that it may be infringing intellectual property rights possessed by other third parties. The Company cannot guarantee that infringement claims by third parties or other claims for indemnification by customers or end users of its products resulting from infringement claims will not be asserted in the future or that such assertions, if proven to be true, will not materially and adversely affect the Company’s business, financial condition and results of operations. If any such claims are asserted against the Company’s intellectual property rights, the Company may seek to enter into a royalty or licensing arrangement. The Company cannot guarantee, however, that a license will be available on reasonable terms or at all. The Company could decide in the alternative to resort to litigation to challenge such claims or to attempt to design around the patented technology. Litigation or an attempted design around could be costly and would divert the Company’s management’s attention and resources. In addition, if the Company does not prevail in such litigation or succeed in an attempted design around, the Company could be forced to pay significant damages or amounts in settlement. Even if a design around is effective, the functional value of the product in question could be greatly diminished.

Regulatory Proceedings Relating to Equity Incentive Practices and the Restatement

All pending inquiries and investigations of the Company by agencies of the United States Government pertaining to the Company’s past equity incentive-related practices have now been concluded, as described more fully below.

On May 12, 2006, the Company announced that it had received notice that the Boston Office of the United States Securities and Exchange Commission (the “SEC”) was conducting an informal inquiry concerning stock option grant practices to determine whether violations of the securities laws had occurred. On June 2, 2006, the SEC issued a voluntary request for information in connection with an informal inquiry by that office regarding a loan the Company previously reported had been made to former Chairman and CEO Robert Therrien in connection with the exercise by him of stock options in 1999. On June 23, 2006, the Company was informed that the SEC had opened a formal investigation into this matter and on the general topic of the timing of stock option grants. On June 28, 2006, the SEC issued subpoenas to the Company and to the Special Committee of the Board of Directors, which had previously been formed on March 8, 2006, requesting documents related to the Company’s stock option grant practices and to the loan to Mr. Therrien.

On May 19, 2006, the Company received a grand jury subpoena from the United States Attorney (the “DOJ”) for the Eastern District of New York requesting documents relating to stock option grants. Responsibility for the DOJ’s investigation was subsequently assumed by the United States Attorney for the District of Massachusetts. On June 22, 2006 the United States Attorney’s Office for the District of Massachusetts issued a grand jury subpoena to the Company in connection with an investigation by that office into the timing of stock option grants by the Company and the loan to Mr. Therrien mentioned above. On May 9, 2007, the Company received a follow-up grand jury subpoena from the United States Attorney’s Office for the District of Massachusetts in connection with the same matters.

On July 25, 2007, a criminal indictment was filed in the United States District Court for the District of Massachusetts charging Robert J. Therrien, the former Chief Executive Officer and Chairman of the Company, with income tax evasion. A separate civil complaint was filed by the SEC on July 25, 2007 against Mr. Therrien in the United States District Court for the District of Massachusetts charging him with violations of federal securities laws.

On May 19, 2008, the Company entered into a settlement with the SEC relating to its historical stock option granting processes. The Company agreed to settle with the SEC, without admitting or denying the

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allegations in the Commission’s complaint, by consenting to the entry of a judgment enjoining future violations of the reporting, books and records, and internal controls provisions of the federal securities laws. The Company was not charged by the SEC with fraud nor was the Company required to pay any civil penalty or other money damages as part of the settlement. The option grants to which the SEC refers in its complaint were made between 1999 and 2001. The settlement completely resolves the previously disclosed SEC investigation into the Company’s historical stock option granting practices. As the Company disclosed previously, Brooks was not charged in the criminal indictment against Mr. Therrien, and the United States Attorney’s Office has informed the Company that it has closed this matter as it relates to the Company.

Private Litigation

All private class action and derivative action matters commenced against the Company relating to past equity incentive-related practices have been concluded or dismissed, as described more fully below.

On May 22, 2006, a derivative action was filed nominally on the Company’s behalf in the Superior Court for Middlesex County, Massachusetts, captioned as Mollie Gedell, Derivatively on Behalf of Nominal Defendant Brooks Automation, Inc. v. A. Clinton Allen, et al.

On May 26, 2006, another derivative action was filed in the Superior Court for Middlesex County, Massachusetts nominally on the Company’s behalf, captioned as Ralph Gorgone, Derivatively on Behalf of Nominal Defendant Brooks Automation, Inc. v. Edward C. Grady, et al.

On August 4, 2006 the Superior Court for Middlesex County, Massachusetts, entered an order consolidating the above state derivative actions under docket number 06-1808 and the caption In re Brooks Automation, Inc. Derivative Litigation. On September 5, 2006, the plaintiffs filed a Consolidated Shareholder Derivative Complaint, which named several current and former directors, officers, and employees of Brooks as defendants. The Consolidated Shareholder Derivative Complaint alleged that certain current and former directors and officers breached fiduciary duties owed to Brooks by backdating stock option grants, issuing inaccurate financial results and false or misleading public filings, and that Messrs. Therrien, Emerick and Khoury breached their fiduciary duties, and Mr. Therrien was unjustly enriched, as a result of the loan to and stock option exercise by Mr. Therrien mentioned above, and sought, on our behalf, damages for breaches of fiduciary duty and unjust enrichment, disgorgement to the Company of all profits from allegedly backdated stock option grants, equitable relief, and plaintiffs’ costs and disbursements, including attorneys’ fees, accountants’ and experts’ fees, costs, and expenses. The defendants served motions to dismiss and, in response, plaintiffs moved for leave to amend their complaint. The Proposed Amended Complaint made allegations substantially similar to those in the Consolidated Shareholder Derivative Complaint, and named additional directors and officers as defendants. On May 4, 2007, the court granted plaintiffs leave to file an amended complaint. On June 22, 2007, the defendants served plaintiffs with motions to dismiss the amended complaint. The parties completed briefing the motions to dismiss on September 27, 2007, and oral argument was heard on December 4, 2007. On August 1, 2008, the court granted the Company’s motion to dismiss the case, and entered an order dismissing the amended consolidated shareholder derivative complaint in its entirety.

On May 30, 2006, a derivative action was filed in the United States District Court for the District of Massachusetts, captioned as Mark Collins, Derivatively on Behalf of Nominal Defendant Brooks Automation, Inc. v. Robert J. Therrien, et al. On June 7, 2006, a derivative action was filed in the United States District Court for the District of Massachusetts, captioned as City of Pontiac General Employees’ Retirement System, Derivatively on Behalf of Brooks Automation, Inc. v. Robert J. Therrien, et al.

The District Court issued an order consolidating the above federal derivative actions on August 15, 2006, and a Consolidated Verified Shareholder Derivative Complaint was filed on October 6, 2006, which named several current and former directors, officers, and employees of Brooks as defendants. The Consolidated Verified Shareholder Derivative Complaint alleged violations of Section 10(b) and Rule 10b-5 of the Exchange

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act; Section 14(a) of the Exchange Act; Section 20(a) of the Exchange Act; breach of fiduciary duty; corporate waste; and unjust enrichment, and sought, on behalf of Brooks, damages, extraordinary equitable relief including disgorgement and a constructive trust for improvidently granted stock options or proceeds from alleged insider trading by certain defendants, plaintiffs’ costs and disbursements including attorneys’ fees, accountants’ and experts’ fees, costs and expenses. The court held a hearing on defendants’ motions to dismiss on August 6, 2008. On September 26, 2008, the court entered an order approving the plaintiffs’ voluntary dismissal of the action without prejudice.

On June 19, 2006, a putative class action was filed in the United States District Court, District of Massachusetts, captioned as Charles E. G. Leech Sr. v. Brooks Automation, Inc., et al.

On July 19, 2006, a second putative class action was filed in the United States District Court for the District of Massachusetts, captioned as James R. Shaw v. Brooks Automation, Inc. et al., No. 06-11239-RWZ. On December 13, 2006, the court issued an order consolidating the Shaw action with the Leech action described above and appointing a lead plaintiff and lead counsel. The lead plaintiff filed a Consolidated Amended Complaint, which named as defendants current and former directors and officers of the Company, as well as PricewaterhouseCoopers LLP, the Company’s auditor. The Consolidated Amended Complaint alleged violations of Sections 10(b) and 20(a) of the Exchange Act and Rule 10b-5 and Sections 11, 12(a)(2), and 15 of the Securities Act.

Motions to dismiss were filed by all defendants in the case. In partial response to defendants’ motions to dismiss, the lead plaintiff filed a motion to amend the complaint to add a named plaintiff on May 10, 2007. Defendants filed an opposition to this motion. On June 26, 2007, the court heard argument on defendants’ motions to dismiss and lead plaintiff’s motion to amend the complaint. On November 6, 2007, the court granted in part and denied in part defendants’ motions to dismiss, and allowed lead plaintiff’s motion to add a named plaintiff. The claims against PricewaterhouseCoopers LLP were dismissed. On June 24, 2008, a Stipulation and Agreement of Settlement Between All Parties was filed, pursuant to which the parties proposed a final settlement. The terms of the settlement, which includes no admission of liability or wrong doing by Brooks, provide for a full and complete release of all claims in the litigation, a bar order against claims in the nature of contribution, and a payment of $7.75 million to be paid directly by the Company’s insurance carrier into a settlement fund, pending final documentation and approval by the court of a plan of distribution. As of September 30, 2008, the Company recorded a receivable from its liability insurers of $8.8 million within current assets on its audited consolidated balance sheets which includes the settlement fund obligation of $7.75 million and a reimbursement of professional fees of $1.0 million. On October 3, 2008, the court entered orders granting the parties’ motion for settlement and closed the case.

On August 22, 2006, an action captioned as Mark Levy v. Robert J. Therrien and Brooks Automation, Inc., was filed in the United States District Court for the District of Delaware, seeking recovery, on behalf of the Company, from Mr. Therrien under Section 16(b) of the Securities Exchange Act of 1934 for alleged “short-swing” profits earned by Mr. Therrien due to the loan and stock option exercise in November 1999 referenced above, and a sale by Mr. Therrien of Brooks stock in March 2000. The complaint seeks disgorgement of all profits earned by Mr. Therrien on the transactions, attorneys’ fees and other expenses. On February 20, 2007, a second Section 16(b) action, concerning the same loan and stock option exercise in November 1999 discussed above and seeking the same remedy, was filed in the United States District Court of the District of Delaware, captioned Aron Rosenberg v. Robert J. Therrien and Brooks Automation, Inc. On April 4, 2007, the court issued an order consolidating the Levy and Rosenberg actions. Brooks is a nominal defendant in the consolidated action and any recovery in this action, less attorneys’ fees, would go to the Company. On July 14, 2008, the court denied Mr. Therrien’s motion to dismiss this action.

On August 15, 2007, two actions were filed in Massachusetts Superior Court for Middlesex County, nominally on the Company’s behalf, captioned Darr v. Grady et al. and Milton v. Grady et al. The two plaintiffs in these actions purported to be shareholders who had previously demanded that the Company take

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action against individuals who allegedly had involvement with backdated stock options, and to which the Company had responded. The defendants in these actions were several current and former officers, directors, and employees of Brooks. These actions alleged several claims against the defendants based on granting or receiving backdated stock options, including breach of fiduciary duties, corporate waste, and unjust enrichment. The complaint sought on the Company’s behalf, inter alia, damages, extraordinary equitable and/or injunctive relief, an accounting, a constructive trust, disgorgement, and plaintiff’s costs and disbursements, including attorneys’ fees, accountants’ and experts’ fees, costs, and expenses. On September 20, 2007, the court granted defendants’ motion to consolidate the two matters. On June 5, 2008, the court granted plaintiffs’ motion for appointment as lead counsel, and on July 3, 2008, plaintiffs filed a consolidated amended complaint. On September 9, 2008, plaintiffs moved for voluntary dismissal, and on September 16, 2008, the court entered an order approving the plaintiffs’ motion for voluntary dismissal.

Matter to which the Company is Not a Party

Jenoptik-Asyst Litigation

The Company acquired certain assets, including a transport system known as IridNet, from the Infab division of Jenoptik AG on September 30, 1999. Asyst Technologies, Inc. had previously filed suit against Jenoptik AG and other defendants, or collectively, the defendants, in the Northern District of California charging that products of the defendants, including IridNet, infringe Asyst’s U.S. Patent Nos. 4,974,166, or the ’166 patent, and 5,097,421, or the ’421 patent. Asyst later withdrew its claims related to the ’166 patent from the case. Summary judgment of noninfringement was granted in that case by the District Court and judgment was issued in favor of Jenoptik on the ground that the product at issue did not infringe the asserted claims of the ’421 patent. Following certain rulings and findings adverse to Jenoptik, on August 3, 2007 the District Court issued final judgment in favor of Jenoptik. Asyst appealed, and on October 10, 2008, the United States Court of Appeals for the Federal Circuit entered an order affirming the District Court’s final judgment in favor of Jenoptik.

The Company had received notice that Asyst might amend its complaint in this Jenoptik litigation to name Brooks as an additional defendant, but no such action was ever taken. Based on the Company’s investigation of Asyst’s allegations, the Company does not believe it is infringing any claims of Asyst’s patents. Asyst may decide to seek to prohibit the Company from developing, marketing and using the IridNet product without a license. The Company cannot guarantee that a license would be available to Brooks on reasonable terms, if at all. In any case, the Company could face litigation with Asyst. Jenoptik has agreed to indemnify the Company for any loss Brooks may incur in this action.

Litigation is inherently unpredictable and the Company cannot predict the outcome of the legal proceedings described above with any certainty. Should there be an adverse judgment against the Company, it may have a material adverse impact on its financial statements. Because of uncertainties related to both the amount and range of losses in the event of an unfavorable outcome in the lawsuits listed above or in certain other pending proceedings for which loss estimates have not been recorded, the Company is unable to make a reasonable estimate of the losses that could result from these matters and hence has recorded no accrual in its financial statements as of September 30, 2008.

20.   Discontinued Operations

On March 30, 2007, the Company completed the sale of its software division, Brooks Software, to Applied Materials, Inc., a Delaware corporation (“Applied”) for cash consideration and the assumption of certain liabilities related to Brooks Software. Brooks Software provided real-time applications for greater efficiency and productivity in collaborative, complex manufacturing environments. The Company transferred to Applied substantially all of its assets primarily related to Brooks Software, including the stock of several

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subsidiaries engaged only in the business of Brooks Software, and Applied assumed certain liabilities related to Brooks Software.

The Company recorded a gain of $83.9 million in the second quarter of fiscal year 2007 on the sale of its discontinued software business. This gain reflects the proceeds of $132.5 million of cash consideration, offset by expenses of $7.7 million, a tax provision of $1.9 million, and the write-off of net assets totaling $39.0 million. In the second and fourth quarters of fiscal year 2008, the Company resolved certain contingencies which arose from the sale of its software division resulting in an additional gain of $0.7 million, net of tax of $0 during fiscal year 2008, and the receipt of $1.9 million of additional proceeds during fiscal year 2008.

The sale was consummated pursuant to the terms of an Asset Purchase Agreement dated as of November 3, 2006 by and between the Company and Applied. Applied is among the Company’s largest customers for tool automation products. Following a bidding process in which multiple possible purchasers participated, the purchase price for Brooks Software was determined by arm’s-length negotiations between the Company and Applied. The Company sold its software division in order to focus on its core semiconductor-related hardware businesses.

Effective October 1, 2006, the Company’s consolidated financial statements and notes have been reclassified to reflect this business as a discontinued operation in accordance with SFAS No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets” (“SFAS 144”).

The summary of operating results from discontinued operations of the software division for the years ended September 30, 2008, 2007 and 2006 is as follows (in thousands):

	Year Ended September 30,
	2008		2007		2006
Revenues	$	—	$	47,712	$	85,376
Gross profit	$	—	$	34,048	$	58,134
Income from discontinued operations before income taxes	$	—	$	12,578	$	4,855
Income from discontinued operations, net of tax	$	—	$	13,273	$	3,495

The income of $13.3 million for the year ended September 30, 2007 includes the recognition of a tax benefit resulting from the reversal of tax reserves due to an audit settlement of $2.1 million.

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Item 9.   Changes In and Disagreements With Accountants on Financial Accounting and Financial Disclosure

Not applicable.

Item 9A.   Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Under the supervision and with the participation of our management, including our chief executive officer and chief financial officer, we conducted an evaluation of our disclosure controls and procedures, as such term is defined under Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934, as amended (the Exchange Act). Disclosure controls and procedures are designed to ensure that information required to be disclosed by us in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported on a timely basis and that such information is accumulated and communicated to management, including the chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure. Based upon this evaluation, our chief executive officer and our chief financial officer concluded that our disclosure controls and procedures were effective as of the end of the period covered by this annual report.

Management’s Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934, as amended, as a process designed by, or under the supervision of our chief executive and chief financial officers and effected by our board of directors, management and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that:

•  pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and disposition of our assets;

•  provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorization of our management and directors; and

•  provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risks that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Under the supervision and with the participation of our management, including our chief executive officer and chief financial officer, we conducted an assessment of the effectiveness of our internal control over financial reporting as of September 30, 2008. In making this assessment, we used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) an Internal Control-Integrated Framework. Based on our assessment, we concluded that, as of September 30, 2008, our internal control over financial reporting was effective.

The effectiveness of the Company’s internal control over financial reporting as of September 30, 2008 has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report which appears herein.

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Changes in Internal Control Over Financial Reporting

There were no changes in internal control over financial reporting during the fiscal fourth quarter ended September 30, 2008, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Item 9B.   Other Information

Not applicable.

PART III

Item 10.   Directors and Executive Officers of the Registrant

The information required by this Item 10 is hereby incorporated by reference to Brooks’ definitive proxy statement to be filed by the Company within 120 days after the close of its fiscal year.

Item 11.   Executive Compensation

The information required by this Item 11 is hereby incorporated by reference to Brooks’ definitive proxy statement to be filed by the Company within 120 days after the close of its fiscal year.

Item 12.   Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The information required by this Item 12 is hereby incorporated by reference to Brooks’ definitive proxy statement to be filed by the Company within 120 days after the close of its fiscal year.

Item 13.   Certain Relationships and Related Transactions

The information required by this Item 13 is hereby incorporated by reference to Brooks’ definitive proxy statement to be filed by the Company within 120 days after the close of its fiscal year.

Item 14.   Principal Accountant Fees and Services

The information required by this Item 14 is hereby incorporated by reference to Brooks’ definitive proxy statement to be filed by the Company within 120 days after the close of its fiscal year.

PART IV

Item 15.   Exhibits and Financial Statement Schedules

(a) Financial Statements and Financial Statement Schedule

The consolidated financial statements of the Company are listed in the index under Part II, Item 8, in this Form 10-K.

Other financial statement schedules are omitted because of the absence of conditions under which they are required or because the required information is given in the supplementary consolidated financial statements or notes thereto.

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(b) Exhibits

Exhibit
No.			Description
	3	.01	Certificate of Incorporation of the Company (incorporated herein by reference to Exhibit 3.1 of the Company’s registration statement on Form S-4 (Reg. No. 333-127945), filed on August 30, 2005, as amended on September 26, 2005 (the “Helix S-4”).
	3	.02	Certificate of Designations of the Company’s Series A Junior Participating Preferred Stock (incorporated herein by reference to Exhibit 3.03 of the Company’s registration statement on Form S-3 (Registration No. 333- 34487), filed on August 27, 1997).
	3	.03	Certificate of Amendment of the Company’s Certificate of Incorporation (incorporated herein by reference to Exhibit 3.3 of the Helix S-4).
	3	.04	Certificate of Amendment of the Company’s Certificate of Incorporation (incorporated herein by reference to Exhibit 3.4 of the Helix S-4).
	3	.05	Certificate of Increase of Shares Designated as the Company’s Series A Junior Participating Preferred Stock (incorporated herein by reference to Exhibit 3.5 of the Helix S-4).
	3	.06	Certificate of Ownership and Merger of PRI Automation, Inc. into the Company (incorporated herein by reference to Exhibit 3.6 of the Helix S-4).
	3	.07	Certificate of Designations, Preferences, Rights and Limitations of the Company’s Special Voting Preferred Stock (incorporated herein by reference to Exhibit 4.13 of the Company’s registration statement on Form S-3 (Registration No. 333-87194), filed on April 29, 2002, as amended May 13, 2002).
	3	.08	Certificate of Change of Registered Agent and Registered Office of the Company (incorporated herein by reference to Exhibit 3.8 of the Helix S-4).
	3	.09	Certificate of Amendment of Certificate of Incorporation of the Company (incorporated herein by reference to Exhibit 3.01 of the Company’s quarterly report for the fiscal quarter ended March 31, 2003, filed on May 13, 2003).
	3	.10	Certificate of Amendment of Certificate of Incorporation of the Company (incorporated herein by reference to Exhibit 3.1 of the Company’s current report on Form 8-K, filed on October 26, 2005).
	3	.11	Certificate of Elimination of Special Voting Preferred Stock (incorporated herein by reference to Exhibit 3.2 of the Company’s current report on Form 8-K, filed on October 26, 2005).
	3	.12	Certificate of Increase of Shares Designated as Series A Junior Participating Preferred Stock (incorporated herein by reference to Exhibit 3.3 of the Company’s current report on Form 8-K, filed on October 26, 2005).
	3	.13	Amended and Restated Bylaws (incorporated herein by reference to Exhibit 3.01 of the Company’s current report on Form 8-K, filed on February 11, 2008).
	4	.01	Specimen Certificate for shares of the Company’s common stock (incorporated herein by reference to the Company’s registration statement on Form S-3 (Registration No. 333-88320), filed on May 15, 2002).
	10	.01	Shareholders’ Agreement, dated as of June 30, 2006, among Yaskawa Electric Corporation, Brooks Automation, Inc. and Yaskawa Brooks Automation, Inc. (incorporated herein by reference to Exhibit 10.2 to the Company’s quarterly report on Form 10-Q for the fiscal quarter ended June 30, 2006, filed on August 9, 2006 (the “2006 Q3 10-Q”)).
	10	.02	U.S. Robot Supply Agreement, made as of June 30, 2006, by and between Brooks Automation, Inc. and Yaskawa Electric Corporation. (incorporated herein by reference to Exhibit 10.4 of the 2006 Q3 10-Q).
	10	.03	Brooks Japan Robot Supply Agreement, made as of June 30, 2006, by and between Yaskawa Brooks Automation, Inc. and Brooks Automation, Inc. (incorporated herein by reference to Exhibit 10.5 of the 2006 Q3 10-Q).
	10	.04	Basic agreement between the Company and Ulvac Corporation dated August 17, 1981 (incorporated by reference to Exhibit 10.13 of the registration statement on Form S-2 (Registration No. 2- 84880) filed by Helix Technology Corporation)).
	10	.05	Form of Indemnification Agreement for directors and officers of the Company (incorporated herein by reference to the Company’s registration statement on Form S-1 (Registration No. 333-87296), filed on December 13, 1994 (the “Brooks S-1”))).

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Exhibit
No.			Description
	10	.06	Employment Agreement dated as of October 24, 2005, by and between the Company and Thomas S. Grilk (incorporated herein by reference to Exhibit 10.09 to the Company’s annual report on Form 10-K for the fiscal year ended September 30, 2006, filed on December 14, 2006 (the “2006 10-K”)).
	10	.07	Employment Agreement dated as of September 30, 2007, by and between the Company and Robert Lepofsky (incorporated herein by reference to Exhibit 10.14 to the Company’s annual report on Form 10-K for the fiscal year ended September 30, 2007, filed on November 29, 2007 (the “2007 10-K”)).
	10	.08	Employment Agreement, effective as of January 28, 2008, by and between Brooks Automation, Inc. and Martin S. Headley (incorporated herein by reference to Exhibit 10.1 to the Company’s current report on Form 8-K filed on January 31, 2008).
	10	.09	Employment Agreement, effective as of October 26, 2005, by and between Brooks Automation, Inc. and Steven A. Michaud.
	10	.10	Employment Agreement, effective as of October 17, 2005, by and between Brooks Automation, Inc. and Michael W. Pippins.
	10	.11	Contract of Employment for a Managing Director, effective as of March 28, 2008, by and between Brooks Automation (Germany) Holding GmbH and Ralf Wuellner.
	10	.12	1993 Nonemployee Director Stock Option Plan (incorporated herein by reference to Exhibit 99.1 to the Company’s registration statement on Form S-8 (Registration No. 333-22717), filed on March 4, 1997).
	10	.13	1992 Combination Stock Option Plan (incorporated herein by reference to Exhibit 99.2 to the Company’s registration statement on Form S-8 (Registration No. 333-07313), filed on July 1, 1996).
	10	.14	1995 Employee Stock Purchase Plan, as amended (incorporated herein by reference to Exhibit 10.15 to the 2006 10-K).
	10	.15	Amended and Restated 2000 Equity Incentive Plan, restated as of May 6, 2008 (incorporated herein by reference to Exhibit 10.02 of the Company’s quarterly report on Form 10-Q for the fiscal quarter ended June 20, 2008, filed on August 7, 2008 (the “2008 Q3 10-Q”)).
	10	.16	Helix Technology Corporation 1996 Equity Incentive Plan (incorporated herein by reference to Exhibit 4.1 of the Company’s registration statement on Form S-8 (Registration No. 333-129724), filed on November 16, 2005).
	10	.17	Helix Technology Corporation Amended and Restated Stock Option Plan for Non-Employee Directors (incorporated herein by reference to Exhibit 4.2 of the Company’s registration statement on Form S-8 (Registration No. 333-129724), filed on November 16, 2005).
	10	.18	Helix Technology Corporation 1981 Employee Stock Option Plan (incorporated herein by reference to Exhibit 4.3. of the Company’s registration statement on Form S-8 (Registration No. 333-129724), filed on November 16, 2005).
	10	.19	Form of 2000 Equity Incentive Plan New Employee Nonqualified Stock Option Agreement (incorporated herein by reference to Exhibit 10.44 to the 2004 10-K).
	10	.20	Form of 2000 Equity Incentive Plan Existing Employee Nonqualified Stock Option Agreement (incorporated herein by reference to Exhibit 10.45 to the 2004 10-K).
	10	.21	Form of 2000 Equity Incentive Plan Director Stock Option Agreement (incorporated herein by reference to Exhibit 10.46 to the 2004 10-K).
	10	.22	Form of Restricted Stock Grant Agreement (incorporated herein by reference to Exhibit 10.23 to the 2006 10-K).
	10	.23	Restricted Stock Agreement, dated as of April 25, 2008, by and between the Company and Robert J. Lepofsky (incorporated herein by reference to Exhibit 10.03 to the 2008 Q3 10-Q).
	10	.24	Restricted Stock Agreement, dated as of April 25, 2008, by and between the Company and Robert J. Lepofsky (incorporated herein by reference to Exhibit 10.04 to the 2008 Q3 10-Q).
	10	.25	Restricted Stock Agreement, dated as of April 25, 2008, by and between the Company and Robert J. Lepofsky (incorporated herein by reference to Exhibit 10.05 to the 2008 Q3 10-Q).
	10	.26	Brooks Automation, Inc. Deferred Compensation Plan, as amended (incorporated herein by reference to Exhibit 10.1 to the 2006 Q3 10-Q).

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Exhibit
No.			Description
	10	.27	Amendment No. 2008-01 to the Brooks Automation, Inc. Deferred Compensation Plan (incorporated herein by reference to Exhibit 10.01 to the 2008 Q3 10-Q).
	10	.28	Lease between the Company and BerCar II, LLC for 12 Elizabeth Drive, Chelmsford, Massachusetts dated October 23, 2002.
	10	.29	First Amendment to Lease between the Company and BerCar II, LLC for 12 Elizabeth Drive, Chelmsford, Massachusetts dated November 1, 2002.
	10	.30	Lease Agreement dated as of May 5, 1994 between the Company and The Prudential Insurance Company of America for 805 Middlesex Turnpike, Billerica, MA (incorporated herein by reference to the Brooks S-1).
	10	.31	Amendment to Lease dated as of July 24, 2000 between the Company and BCIA New England Holdings LLC (successor in interest to The Prudential Insurance Company of America) for 805 Middlesex Turnpike, Billerica, MA (incorporated herein by reference to Exhibit 10.28 to the 2006 10-K).
	10	.32	Lease Agreement dated as of October 12, 2000 between the Company and Progress Road LLC for 17 Progress Road, Billerica, MA (incorporated herein by reference to Exhibit 10.29 to the 2006 10-K).
	10	.33	First Amendment to Lease dated as of March 21, 2001 between the Company and Progress Road LLC for 17 Progress Road, Billerica, MA (incorporated herein by reference to Exhibit 10.30 to the 2006 10-K).
	10	.34	Lease, dated May 14, 1999, between MUM IV, LLC as Lessor and the Company as Lessee (incorporated herein by reference to Exhibit 10.31 to the 2006 10-K).
	10	.35	Multi-Tenant Industrial Triple Net Lease, effective December 15, 2000, between Catellus Development Corporation and Synetics Solutions, Inc., including amendments thereto (incorporated herein by reference to Exhibit 10.32 to the 2006 10-K).
	10	.36	Factory Lease Advanced Agreement among Sang Chul Park, Young Ja Kim, Joon Ho Park, Brooks Automation Asia, Ltd. and Brooks Automation Korea, Inc. (incorporated herein by reference to Exhibit 10.33 to the 2006 10-K).
	10	.37	Lease dated September 6, 2001 between The Harry Friedman and Edith B. Friedman Revocable Living Trust Dated May 15, 1986 et al as Lessor and the Company (IGC — Polycold Systems Inc.) as Lessee (incorporated herein by reference to Exhibit 10.37 to the 2007 10-K).
	10	.38	Lease dated August 8, 2008 between the Company and Koll/Intereal Bay Area for 4051 Burton Drive, Santa Clara, CA.
	21	.01	Subsidiaries of the Company.
	23	.01	Consent of PricewaterhouseCoopers LLP (Independent registered public accounting firm for the Company).
	31	.01	Rule 13a-14(a),15d-14(a) Certification.
	31	.02	Rule 13a-14(a),15d-14(a) Certification.
	32		Section 1350 Certifications.

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

BROOKS AUTOMATION, INC.

By:  /s/  Robert J. Lepofsky

Robert J. Lepofsky,

Chief Executive Officer

Date: November 26, 2008

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signature	Title	Date
/s/  Robert J. Lepofsky Robert J. Lepofsky	Director and Chief Executive Officer (Principal Executive Officer)	November 26, 2008
/s/  Martin S. Headley Martin S. Headley	Executive Vice President and Chief Financial Officer (Principal Financial Officer)	November 26, 2008
/s/  Timothy S. Mathews Timothy S. Mathews	Vice President and Corporate Controller (Principal Accounting Officer)	November 26, 2008
/s/  A. Clinton Allen A. Clinton Allen	Director	November 26, 2008
/s/  Joseph R. Martin Joseph R. Martin	Director	November 26, 2008
/s/  John K. McGillicuddy John K. McGillicuddy	Director	November 26, 2008
/s/  Krishna G. Palepu Krishna G. Palepu	Director	November 26, 2008
/s/  Chong Sup Park Chong Sup Park	Director	November 26, 2008
/s/  Kirk P. Pond Kirk P. Pond	Director	November 26, 2008
/s/  Alfred Woollacott III Alfred Woollacott III	Director	November 26, 2008
/s/  Mark S. Wrighton Mark S. Wrighton	Director	November 26, 2008

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EX-10.09

Exhibit 10.09

EMPLOYMENT AGREEMENT

     This Employment Agreement (the “Agreement”) is made and entered into in Chelmsford, Massachusetts by and between Brooks Automation, Inc., a Delaware corporation (the “Company”) and Steven A. Michaud (the “Executive”), as of the date of the closing of the acquisition of Helix Technology Corporation by the Company or a subsidiary of the Company (the “Effective Date”).

RECITALS

     1. The Company desires to employ Executive as Senior Vice President and General Manager Vacuum Products Division of the Company upon the terms and conditions set forth herein.

     2. In consideration of the employment to be provided hereby and the amounts to be paid as provided herein and the Indemnification Agreement attached hereto as Exhibit A, the Executive has entered into the Executive Invention, Nondisclosure, Non-Competition and Non-Solicitation Agreement attached hereto as Exhibit B.

     For and in consideration of the mutual promises, terms, provisions and conditions contained in this Agreement, the parties hereby agree as follows:

1. Duties. Beginning on the Effective Date, so long as the Executive remains an employee in good standing of Helix Technology Corporation until the date of the closing identified above, the Company shall employ Executive on an at will basis as Senior Vice President and General Manager Vacuum Products Division of the Company. Executive shall report to the Company’s President and COO, Semiconductor Products Group. Executive shall have such reasonable and appropriate duties as may from time to time be assigned by the President and COO, Semiconductor Products Group, which duties shall include, without limitation, responsibility for the Vacuum Products Division. Executive shall perform the duties of such office as are provided for in the bylaws of the Company subject to the general supervision and direction of the President and COO, Semiconductor Products Group and the Company’s board of directors (the “Board of Directors”).

2. At Will Employment. Subject to Section 6 and the termination provisions contained therein, the Executive’s employment under this Agreement shall be on an at will basis (the actual period of Executive’s employment with the Company is referred to herein as the “Employment Term”).

3. Other Activities. Subject to the terms and conditions of the Executive Invention, Non-Disclosure, Non-Competition and Nonsolicitation Agreement attached hereto as Exhibit B, Executive may serve on corporate, civic, charitable boards or committees, fulfill speaking engagements, teach at educational institutions or manage personal investments; provided that such activities do not individually or in the aggregate interfere or conflict with the performance of his duties or obligations under this Agreement.

4. Performance. During the Employment Term, Executive shall use his business judgment, skill and knowledge for the advancement of the Company’s interests and to discharge his duties and responsibilities hereunder. Executive shall perform and discharge, faithfully, diligently and to the best of his ability, his duties and responsibilities hereunder. Subject to Section 3 hereof, Executive shall devote substantially all of his working time and efforts to the business and affairs of the Company.

5. Compensation and Benefits.

     5.1. Base Salary. As consideration for Executive’s services performed during the Employment Term, the Company agrees to pay Executive a base salary of $177,500 per year (the “Base Salary”) payable in accordance with the normal payroll practices of the Company for its executives and subject to federal and state tax withholding. The Base Salary shall be reviewed annually by the compensation committee of the Board of Directors (the “Compensation Committee”) and adjusted as determined by the Compensation Committee (the Base Salary as adjusted from time to time shall be referred to as the “Current Base Salary”).

     5.2. Annual Management Bonus. During the Employment Term, Executive shall be eligible to receive cash bonuses each year from the Company determined by the Chief Executive Officer of the Company and the Compensation Committee. The Annual Management Bonus shall be payable based upon performance criteria to be agreed upon by Executive and the Chief Executive Officer and approved by the Compensation Committee. The Annual Management Bonus may range from 0% to 150% of 70% of Current Base Salary and shall be reviewed at least annually by the Compensation Committee. Any such Annual Management Bonuses paid to Executive shall be in addition to the Current Base Salary.

     5.3. Option Grants/Restricted Stock. Subject to the approval of the Compensation Committee, the Company will grant Executive an option to purchase 10,000 shares of Company common stock (the “Common Stock”), effective as of the Effective Date (the “Grant”). The Grant shall be exercisable at a price equal to the closing price of the Common Stock on the Nasdaq National Market on the date the Grant is approved by the Compensation Committee. The Grant shall be subject to the terms and conditions set forth in the governing option agreement, provided that the shares subject to the Grant shall vest at a rate of at least 6.25% on the last day of each three month period following the date of the Grant. On the Effective Date, the Company shall issue Executive 5,000 shares of restricted stock (the “Restricted Stock”) that will vest as follows: 25% of the shares shall vest after each of the first two years following the share issuance, and the remaining 50% of the shares shall vest on the third year following the share issuance, in each case subject to the terms and conditions as set forth in the governing restricted stock agreement.

     5.4. Benefits. During the first year of the Employment Term, unless otherwise agreed in writing between the parties hereto, Executive shall be eligible to participate in the Helix Technology benefit plans currently in effect. Subsequently, Executive will be eligible for participation in and shall receive all medical benefits and benefits available under the then Brooks Automation, Inc. 401(k) Plan, the Company’s welfare benefit plans, practices, policies

2

and programs (including disability, salary continuance, group life, accidental death and travel accident insurance plans and programs) normally available to other senior executives.

     5.5. Business Expenses. Executive shall be entitled to receive prompt reimbursement during the Employment Term for all reasonable employment-related expenses incurred or paid by him in the performance of his services, subject to reasonable substantiation and documentation.

     5.6. Relocation. Executive shall be eligible to receive reimbursement of relocation expenses of up to $100,000 (plus gross-up for associated state and federal taxes) in connection with moving his personal residence to the Chelmsford, Massachusetts area, all in accordance with the Company’s current relocation policy.

     5.7. Corporate Opportunities. During the Employment Term, Executive agrees that he will first present to the Chief Executive Officer, or the Board of Directors, for acceptance or rejection on behalf of the Company, any opportunity to create or invest in any company which is or will be involved in providing or furnishing equipment, systems, components, products, software or services to customers in industries that the Company serves (including, without limitation, the semiconductor and flat panel display industries) which comes to his attention and in which he, or any affiliate, might desire to participate. If the Board of Directors, or the Chief Executive Officer, rejects the same or fails to act thereon in a reasonable time, Executive shall be free to invest in, participate or present such opportunity to any other person or entity, subject to the other terms of this Agreement.

6. Termination Events.

     6.1. Death/Long-Term Disability. This Agreement shall terminate and any and all rights and obligations of the Company and Executive hereunder shall cease and be completely void except as specifically set forth in this Agreement, upon the death or Long-Term Disability (as defined below) of Executive.

          6.1.1. Lone-Term Disability. For purposes of this Agreement, “Long-Term Disability” shall mean any disability of Executive that prevents Executive from devoting to the business of the Company his best efforts, skill and attention, for a period of 180 consecutive days.

     6.2. Termination by the Company. At the election of the Company, this Agreement shall terminate and any and all rights and obligations of the Company and Executive hereunder shall cease and be completely void except as specifically set forth in this Agreement, upon the earliest to occur of the following: (i) the termination of Executive by the Company with Cause (as defined below) under this Agreement and delivery of written notice in accordance with Sections 6, 7 and 13 or (ii) the termination of Executive by the Company without Cause upon delivery of written notice in accordance with Sections 6, 7 and 13.

          6.2.1. Cause. For purposes of this Agreement, “Cause” shall include, without limitation, the occurrence of any of the following events during the Employment Term:

3

(i) Executive’s conviction of, or the entry of a plea of guilty or nolo contendere to any misdemeanor involving moral turpitude or any felony;

(ii) fraud, embezzlement, or similar act of dishonesty, unauthorized disclosure, attempted disclosure, use or attempted use of confidential information; acts prejudicial to the interest or reputation of the Company; or falsification, concealment or distortion of management information;

(iii) material misrepresentation in connection with the Executive’s application for employment with the Company;

(iv) conduct by the Executive constituting an act of moral turpitude, or of physical violence while on duty;

(v) the Executive’s willful failure or refusal to perform the duties on behalf of the Company which are consistent with the scope and nature of the Executive’s responsibilities, or otherwise to comply with a lawful directive or policy of the Company, including without limitation, the Company’s Standards of Conduct as then in effect as published on the Company’s internal website;

(vi) any act of gross negligence, gross corporate waste or disloyalty by the Executive to the Company or the commission of any intentional tort by the Executive against the Company; or

(vii) material breach of this Agreement or the agreements referenced herein by the Executive.

     6.3. Termination by Executive. At the election of the Executive, this Agreement shall terminate and any and all rights and obligations of the Company or Executive hereunder shall cease and be completely void except as specifically set forth in this Agreement, upon the earliest to occur of the following: (i) the Executive’s resignation for Good Reason (as defined below), provided that Executive shall have first provided the Company with written notice in accordance with Section 13 of the occurrence of such action he believes constitutes Good Reason and the Company shall have failed to remedy such action within thirty (30) days of its receipt of such notice, or (ii) the Executive’s resignation without Good Reason upon delivery of written notice in accordance with Section 13.

          6.3.1. Good Reason. For purposes of this Agreement, “Good Reason” shall mean, without Executive’s express written consent, the occurrence of any one or more of the following events:

(i) a material breach of this Agreement by the Company;

(ii) a diminution of the Executive’s responsibilities and authority described in Section 1 resulting in responsibilities and authority in any material respect inconsistent with the responsibilities and authority of a senior officer of the

4

Company provided, however, that the parties may agree in writing to a waiver of this right by the executive;

(iii) a material reduction of the Current Base Salary or of any benefit enjoyed by the Executive unless all senior executives suffer a substantially similar reduction or failure;

(iv) the relocation of the Executive’s office to a location more than 60 miles from Longmont, Colorado or such other location as may become the Executive’s primary residence following a relocation conducted pursuant to Section 5.6 hereof, or

(v) the failure of the Company to obtain the assumption in writing of its obligation to perform this Agreement by any successor to all or substantially all of the assets of the Company within 15 days after a merger, consolidation, sale of assets or similar transaction.

     6.4. Termination Date. The term “Termination Date” shall mean if the Executive’s services are terminated (A) by his death, then the date of his death, or (B) by his Long-Term Disability, then the 180^th day of such disability, or (C) for any other reason, then the date on which such termination is to be effective pursuant to the notice of termination to be given by the party terminating the employment relationship.

7. Effect of Termination.

     7.1. Termination for Death or Disability. It is expressly acknowledged and agreed that if Executive’s employment shall be terminated due to Executive’s death or Long-Term Disability, all of the obligations under Sections 1 through 5 of the Company and Executive shall cease except that the Company shall pay, or provide the following benefits, to Executive or his heirs, executors or administrators as applicable, without further recourse or liability to the Company:

(i)	an amount equal to the unpaid portion of Executive’s Current Base Salary earned through the Termination Date;
(ii)	an amount equal to the prorata Annual Management Bonus for the completed portion of the current annual pay period where the total Annual Management Bonus is determined in accordance with Section 5.2; and
(iii)	an amount equal to the value of Executive’s vacation accrued as of the Termination Date.

     7.2. Termination by the Company.

          7.2.1. Termination by the Company for Cause. It is expressly acknowledged and agreed that if Executive is terminated by the Company for Cause, all of the obligations under Sections 1 through 5 of the Company and Executive shall cease except that the Company shall

5

pay immediately after the Termination Date the following amounts to the Executive without further recourse or liability to the Company:

(i)	an amount equal to the sum of Executive’s Current Base Salary earned through the Termination Date; and
(ii)	an amount equal to the value of Executive’s vacation accrued as of the Termination Date.

          7.2.2. Termination By the Company Without Cause. It is expressly acknowledged and agreed that if Executive’s employment shall be terminated by Company for any reason, except as set forth in Sections 6.1, and 6.2(i), then all of the obligations under Sections 1 through 5 of the Company and Executive shall cease except that the Company shall pay, or provide the following benefits, to Executive without further recourse or liability to the Company:

(i)	an amount equal to the unpaid portion of Executive’s Current Base Salary earned through the Termination Date;
(ii)	an amount equal to the prorata Annual Management Bonus for the completed portion of the current annual pay period where the total Annual Management Bonus is determined in accordance with Section 5.2;
(iii)	an amount equal to the value of Executive’s vacation accrued as of the Termination Date;
(iv)	one (1) year’s Current Base Salary as severance in pay continuation. Payment of this severance will be made in bi-weekly payments for one (1) year (the “Initial Salary Continuation Period”);
(v)	during the Initial Salary Continuation Period as it may be extended pursuant to subsection (vi) below (together, the “Total Salary Continuation Period”), Executive will continue to be eligible for medical, dental and vision plans in which Executive was a participant at the Termination Date. The Company will continue to pay the employer portion of the costs of these plans during the Total Salary Continuation Period;
(vi)	if the Executive has not found a full time comparable executive position with another employer during the Initial Salary Continuation Period, the Company will extend the bi-weekly payment plan on a month to month basis until the earlier to occur of (A) one (1) additional year (26 additional bi-weekly payments) or (B) the date Executive secures full-time employment, in each case subject only to the Executive’s obligation to inform the Company’s Human Resources Department that Executive’s search for replacement employment is ongoing and continuing in good faith. Said Notice from Executive shall be made on the 15th of the month commencing with the last month of the Initial Salary Continuation Period

6

and monthly thereafter as applicable. Notice shall be made in accordance with Section 13 of this Agreement. Executive’s rights under the Total Salary Continuation Period shall be offset by income earned from consulting fees with the Company, by short term and/or sporadic consulting fees earned from any other business entity or by income received for part time employment with another business entity; and

(vii) any and all payment by the Company under this Agreement are and shall be specifically conditioned upon full compliance by the Executive with all elements of the Executive Invention, Nondisclosure, Noncompetition and Nonsolicitation Agreement (attached as Exhibit B) and the other applicable provisions of this Agreement.

     7.3. Termination by Executive

          7.3.1. Termination by Executive Without Good Reason. It is expressly acknowledged and agreed that if Executive resigns without Good Reason, then all of the obligations under Sections 1 through 5 of the Company and Executive shall cease except that the Company shall pay, or provide the following benefits, to Executive without further recourse or liability to the Company:

(i)	an amount equal to the unpaid portion of Executive’s Current Base Salary earned through the Termination Date; and
(ii)	an amount equal to the value of Executive’s accrued vacation pay.

          7.3.2. Termination by Executive For Good Reason. It is expressly acknowledged and agreed that if Executive’s employment shall be terminated because the Executive resigns for Good Reason, then all of the obligations under Sections 1 through 5 of the Company and Executive shall cease except that the Company shall pay, or provide the following benefits, to Executive without further recourse or liability to the Company:

(i)	an amount equal to the unpaid portion of Executive’s Current Base Salary earned through the Termination Date;
(ii)	an amount equal to the prorata Annual Management Bonus for the completed portion of the current annual pay period where the total Annual Management Bonus is determined in accordance with Section 5.2;
(iii)	an amount equal to the value of Executive’s vacation pay accrued as of the Termination Date;
(iv)	one (1) year’s Current Base Salary as severance in pay continuation Payment will be made in bi-weekly payments during the Initial Salary Continuation Period;

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(v)	during the Total Salary Continuation Period, Executive will continue to be eligible for medical, dental and vision plans in which the Executive was a participant at the Termination Date. The Company will continue to pay the employer portion of the costs of these plans during the Total Salary Continuation Period;
(vi)	if the Executive has not found full time comparable executive position with another employer during the Initial Salary Continuation Period, the Company will extend the bi-weekly payment plan on a month to month basis until the earlier to occur of (A) one (1) additional year (26 additional bi-weekly payments) or (B) the date Executive secures full-time employment, subject only to the Executive’s obligation to inform the Company’s Human Resources Department that Executive’s search for replacement employment is ongoing and continuing in good faith. Said Notice from Executive shall be made on the 15th of the month commencing with the last month of the Initial Salary Continuation Period and monthly thereafter as applicable. Notice shall be made in accordance with Section 13 of this Agreement. Executive’s rights under the Total Salary Continuation Period shall not be offset by income earned from consulting fees with the Company, by short term and/or sporadic consulting fees earned from any other business entity or by income received for part time employment with another business entity; and
(vii)	any and all payment by the Company under this Agreement are and shall be specifically conditioned upon full compliance by the Executive with all elements of the Executive Invention, Nondisclosure, Noncompetition and Nonsolicitation Agreement (attached as Exhibit B) and the other applicable provisions of this Agreement.

     7.4. 280G. In the event that the Executive shall become entitled to payment and/or benefits provided by this Agreement or any other amounts in the “nature of compensation” (whether pursuant to the terms of this Agreement or any other plan, arrangement or agreement with the Company, any person whose actions result in a change of ownership or effective control covered by Section 280G(b)(2) of the Code or any person affiliated with the Company or such person) as a result of such change in ownership or effective control (collectively the “Company Payments”), and such Company Payments would be subject to the tax imposed by Section 4999 of the Code (together with any similar tax that may hereafter be imposed by any taxing authority, the “Excise Tax”) the Executive shall be solely responsible for the payment in full of any such Excise Tax and the Company shall withhold any federal or state taxes as required by applicable law.

8. Noncom petition Agreement. The Executive shall execute the Executive Invention, Non-Disclosure, Non-Competition and Nonsolicitation Agreement attached as Exhibit B to this Agreement.

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9. Assignment. Neither the Company nor Executive may make any assignment of this Agreement or any interest herein, by operation of law or otherwise, without the prior written consent of the other party, provided, however, that the Company may assign its rights and obligations under this Agreement without the consent of Executive if the Company shall hereafter effect a reorganization, consolidate with, or merge with or into any other entity or transfer all or substantially all of its properties or assets to any other person or entity. This Agreement shall be binding upon and inure to the benefit of the Company, Executive and their respective successors, executors, administrators, heirs and permitted assigns.

10. Indemnification. The Executive shall execute the Indemnification Agreement attached as Exhibit A to this Agreement.

11. Waiver. The waiver by any party hereto of a breach of any provision of this Agreement by any other party will not operate or be construed as a waiver of any other or subsequent breach by such other party.

12. Severability. The parties agree that each provision contained in this Agreement shall be treated as a separate and independent clause, and the unenforceability of any one clause shall in no way impair the enforceability of any of the other clauses herein. Moreover, if one or more of the provisions contained in this Agreement shall for any reason be held to be excessively broad as to scope, activity or subject, such provisions shall be construed by the appropriate judicial body by limiting and reducing it or them, so as to be enforceable to the extent compatible with the applicable law.

13. Notices. Any notice or other communication in connection with this Agreement shall be deemed to be delivered if in writing, addressed as provided below and actually delivered at said address:

If to Executive, to him at the following address:

Steven A. Michaud
1668 Halyard Court
Lafayette, CO 80026

If to the Company, to it at the following address:

Brooks Automation, Inc.
15 Elizabeth Drive
Chelmsford, MA 01824
Attn: General Counsel

     or to such other person or address as to which either party may notify the other in accordance with this Section 13.

14. Applicable Law. This Agreement shall be interpreted and construed in accordance with the laws of the Commonwealth of Massachusetts.

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15. Remedies. Executive acknowledges that a breach of any of the promises or agreements contained herein could result in irreparable and continuing damage to the Company for which there may be no adequate remedy at law, and the Company shall be entitled to seek injunctive relief and/or a decree for specific performance, and such other relief as may be proper (including monetary damages if appropriate).

16. Integration. This Agreement, the Executive Invention, Non-Disclosure, Non-Competition and Nonsolicitation Agreement attached as Exhibit B hereto, the Indemnification Agreement attached as Exhibit A hereto, unless otherwise provided herein, form the entire agreement between the parties hereto with respect to the subject matter contained in this Agreement and shall supersede, upon the commencement of employment with the Company as set forth in Paragraph 1, all prior agreements, oral discussions, promises and representations regarding employment, compensation, severance or other payments contingent upon termination of employment, whether in writing or otherwise.

17. Absence of Conflicting Obligations. Executive represents that he is not bound by any agreement or any other existing or previous business relationship which conflicts with or prevents the full performance of his duties and responsibilities under this Agreement. Executive further represents that his obligations under or in consideration with this Agreement do not breach and will not breach any agreement to keep in confidence proprietary information, knowledge or data acquired by him.

18. Taxes. Any payments provided for hereunder shall be paid net of any applicable tax withholding required under federal, state or local law. Notwithstanding anything herein to the contrary, the Company shall accelerate the timing of any amounts payable to the Employee pursuant to Section 7 hereunder if and as necessary to prevent such amounts from being deemed “deferred compensation” pursuant to the American Jobs Creation Act of 2004 (or the rules and regulation promulgated thereunder).

19. Survival. Notwithstanding any provisions of this Agreement to the contrary, the obligations of Executive and the Company pursuant to Sections 6 through 20 hereof shall each survive termination of this Agreement.

20. Effect of Headings. Any title of a section heading contained herein is for convenience of reference only, and shall not affect the meaning of construction or any of the provisions hereof.

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     IN WITNESS WHEREOF, the parties hereto have hereunto set their hands, as of the date first above written.

/s/ Steven A. Michaud  

Steven A. Michaud 

BROOKS AUTOMATION, INC.
By:	/s/ Thomas S. Grilk
	Thomas S. Grilk
	Senior Vice President, General Counsel and Secretary

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EX-10.10

Exhibit 10.10

EMPLOYMENT AGREEMENT

     This Employment Agreement (the “Agreement”) is made and entered into in Chelmsford, Massachusetts by and between Brooks Automation, Inc., a Delaware corporation (the “Company”) and Michael W. Pippins (the “Executive”), as of Oct 17, 2005.

RECITALS

     1. The Company desires to continue to employ the Executive as Senior Vice President and Chief Marketing Officer of the Company upon the terms and conditions set forth herein.

     2. In consideration of the employment to be provided hereby as provided herein and the Indemnification Agreement attached hereto as Exhibit A, the Executive has entered into the Executive Invention, Nondisclosure, Non-Competition and Non-Solicitation Agreement attached
hereto as Exhibit B.

     For and in consideration of the mutual promises, terms, provisions and conditions contained in this Agreement, the parties hereby agree as follows:

1. Duties. The Company shall continue to employ Executive on an at will basis as Senior Vice President and Chief Marketing Officer of the Company. Executive shall report to the Company’s President and CEO. Executive shall have such reasonable and appropriate duties as may from time to time be assigned by the President & CEO, which duties shall include, without limitation, responsibility for Corporate and Hardware Marketing. Executive shall perform the duties of such office as are provided for in the bylaws of the Company subject to the general supervision and direction of the President and CEO and the Company’s board of directors (the “Board of Directors”).

2. At Will Employment. Subject to Section 6 and the termination provisions contained therein, the Executive’s employment under this Agreement shall be on an at will basis (the actual period of Executive’s employment with the Company is referred to herein as the “Employment Term”).

3. Other Activities. Subject to the terms and conditions of the Executive Invention, Non-Disclosure, Non-Competition and Nonsolicitation Agreement attached hereto as Exhibit B, Executive may serve on corporate, civic, charitable boards or committees, fulfill speaking engagements, teach at educational institutions or manage personal investments, provided that such activities do not individually or in the aggregate interfere or conflict with the performance of his duties or obligations under this Agreement.

4. Performance. During the Employment Term, Executive shall use his business judgment, skill and knowledge for the advancement of the Company’s interests and to discharge his duties and responsibilities hereunder. Executive shall perform and discharge, faithfully, diligently and to the best of his ability, his duties and responsibilities hereunder. Subject to Section 3 hereof, Executive shall devote substantially all of his working time and efforts to the business and affairs of the Company.

5. Compensation and Benefits.

     5.1. Base Salary. As consideration for Executive’s services performed during the Employment Term, the Company agrees to pay Executive a base salary of $263,536 per year (the “Base Salary”) payable in accordance with the normal payroll practices of the Company for its executives and subject to federal and state tax withholding. The Base Salary shall be reviewed annually by the compensation committee of the Board of Directors (the “Compensation Committee”) and adjusted as determined by the Compensation Committee (the Base Salary as adjusted from time to time shall be referred to as the “Current Base Salary”).

     5.2. Annual Management Bonus. During the Employment Term, Executive shall be eligible to receive cash bonuses each year from the Company determined by the Chief Executive Officer of the Company (the “Chief Executive Officer”) and the Compensation Committee (the “Annual Management Bonus”). The Annual Management Bonus shall be payable based upon performance criteria to be agreed upon by Executive and the Chief Executive Officer and approved by the Compensation Committee. The Annual Management Bonus may range from 0% to 150% of 70% of Current Base Salary and shall be reviewed at least annually by the Compensation Committee. Any such Annual Management Bonuses paid to Executive shall be in addition to the Current Base Salary.

     5.3. Benefits. During the Employment Term, Executive shall be eligible for participation in and shall receive all benefits available under the Brooks Automation, Inc. 401(k) Plan, and the Company’s welfare benefit plans, practices, policies and programs (including disability, salary continuance, group life, accidental death and travel accident insurance plans and programs) normally available to other senior executives except as any of these may be limited by law.

     5.4. Business Expenses. Executive shall be entitled to receive prompt reimbursement during the Employment Term for all reasonable employment-related expenses incurred or paid by him in the performance of his services, subject to reasonable substantiation and documentation.

     5.5. Corporate Opportunities. During the Employment Term, Executive agrees that he will first present to the Chief Executive Officer, or the Board of Directors, for acceptance or rejection on behalf of the Company, any opportunity to create or invest in any company which is or will be involved in providing or furnishing equipment, systems, components, products, software or services to customers in industries that the Company serves (including, without limitation, the semiconductor and flat panel display industries) which comes to his attention and in which he, or any affiliate, might desire to participate. If the Board of Directors, or the Chief Executive Officer, rejects the same or fails to act thereon in a reasonable time, Executive shall be free to invest in, participate or present such opportunity to any other person or entity, subject to the other terms of this Agreement.

6. Termination Events.

     6.1. Death/Long-Term Disability. This Agreement shall terminate and any and all rights and obligations of the Company and Executive hereunder shall cease and be completely

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void except as specifically set forth in this Agreement, upon the death or Long-Term Disability (as defined below) of Executive.

          6.1.1. Long-Term Disability. For purposes of this Agreement, “Long-Term Disability” shall mean any disability of Executive that prevents Executive from devoting to the business of the Company his best efforts, skill and attention, for a period of 180 consecutive days.

     6.2. Termination by the Company. At the election of the Company, this Agreement shall terminate and any and all rights and obligations of the Company and Executive hereunder shall cease and be completely void except as specifically set forth in this Agreement, upon the earliest to occur of the following: (i) the termination of Executive by the Company with Cause (as defined below) under this Agreement and delivery of written notice in accordance with Sections 6, 7 and 13 or (ii) the termination of Executive by the Company without Cause upon delivery of written notice in accordance with Sections 6, 7 and 13.

          6.2.1. Cause. For purposes of this Agreement, “Cause” shall include, without limitation, the occurrence of any of the following events during the Employment Term:

(i) Executive’s conviction of, or the entry of a plea of guilty or nolo contendere to any misdemeanor involving moral turpitude or any felony;

(ii) fraud, embezzlement, or similar act of dishonesty; unauthorized disclosure, attempted disclosure, use or attempted use of confidential information of the company or of any other party if disclosed to the Company under the condition that it be kept confidential; acts prejudicial to the interest or reputation of the Company; or falsification, concealment or distortion of management information;

(iii) material misrepresentation in connection with the Executive’s application for employment with the Company;

(iv) conduct by the Executive constituting an act of moral turpitude, or of physical violence while on duty;

(v) the Executive’s willful failure or refusal to perform the duties on behalf of the Company which are consistent with the scope and nature of the Executive’s responsibilities, or otherwise to comply with a lawful directive or policy of the Company, including without limitation, the Company’s Standards of Conduct as then in effect as published on the Company’s internal website;

(vi) any act of gross negligence, gross corporate waste or disloyalty by the Executive to the Company or the commission of any intentional tort by the Executive against the Company; or

(vii) material breach of this Agreement or the agreements referenced herein by the Executive.

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     6.3. Termination by Executive. At the election of the Executive, this Agreement shall terminate and any and all rights and obligations of the Company or Executive hereunder shall cease and be completely void except as specifically set forth in this Agreement, upon the earliest to occur of the following: (i) the Executive’s resignation for Good Reason (as defined below); provided that Executive shall have first provided the Company with written notice in accordance with Section 13 of the occurrence of such action he believes constitutes Good Reason and the Company shall have failed to remedy such action within thirty (30) days of its receipt of such notice; or (ii) the Executive’s resignation without Good Reason upon delivery of written notice in accordance with Section 13.

          6.3.1. Good Reason. For purposes of this Agreement, “Good Reason” shall mean, without Executive’s express written consent, the occurrence of any one or more of the following events:

(i) a material breach of this Agreement by the Company;

(ii) a diminution of the Executive’s responsibilities and authority described in Section 1 resulting in responsibilities and authority in any material respect inconsistent with the responsibilities and authority of a senior officer of the Company, provided, however, that the parties may agree in writing to a waiver of this right by the Executive;

(iii) a material reduction of the Current Base Salary or of any benefit enjoyed by the Executive unless all senior executives suffer a substantially similar reduction;

(iv) the relocation of the Executive’s office to a location more than 60 miles from Chelmsford, Massachusetts; or

(v) the failure of the Company to obtain the assumption in writing of its obligation to perform this Agreement by any successor to all or substantially all of the assets of the Company within 15 days after a merger, consolidation, sale of assets or similar transaction.

     6.4. Termination Date. The term “Termination Date” shall mean if the Executive’s services are terminated (A) by his death, then the date of his death, or (B) by his Long-Term Disability, then the 180^th day of such disability, or (C) for any other reason, then the date on which such termination is to be effective pursuant to the notice of termination to be given by the party terminating the employment relationship.

7. Effect of Termination.

     7.1. Termination for Death or Disability. It is expressly acknowledged and agreed that if Executive’s employment shall be terminated due to Executive’s death or Long-Term Disability, all of the obligations under Sections 1 through 5 of the Company and Executive shall

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cease except that the Company shall pay, or provide the following benefits, to Executive or his heirs, executors or administrators as applicable, without further recourse or liability to the Company:

(i)	an amount equal to the unpaid portion of Executive’s Current Base Salary earned through the Termination Date;
(ii)	an amount equal to the prorata Annual Management Bonus, if any, for the completed portion of the current annual pay period where the total Annual Management Bonus is determined in accordance with Section 5.2; and
(iii)	an amount equal to the value of Executive’s vacation accrued as of the Termination Date.

     7.2. Termination by the Company.

          7.2.1. Termination by the Company for Cause. It is expressly acknowledged and agreed that if Executive is terminated by the Company for Cause, all of the obligations under Sections 1 through 5 of the Company and Executive shall cease except that the Company shall pay immediately after the Termination Date the following amounts to the Executive without further recourse or liability to the Company:

(i)	an amount equal to the sum of Executive’s Current Base Salary earned through the Termination Date; and
(ii)	an amount equal to the value of Executive’s vacation accrued as of the Termination Date.

          7.2.2. Termination By the Company Without Cause. It is expressly acknowledged and agreed that if Executive’s employment shall be terminated by Company for any reason, except as set forth in Sections 6.1, and 6.2.1, then all of the obligations under Sections 1 through 5 of the Company and Executive shall cease except that the Company shall pay, or provide the following benefits, to Executive without further recourse or liability to the Company:

(i)	an amount equal to the unpaid portion of Executive’s Current Base Salary earned through the Termination Date;
(ii)	an amount equal to the prorata Annual Management Bonus, if any, for the completed portion of the current annual pay period where the total Annual Management Bonus is determined in accordance with Section 5.2;
(iii)	an amount equal to the value of Executive’s vacation accrued as of the Termination Date;

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(iv)	one (1) year’s Current Base Salary as severance in pay continuation Payment of this severance will be made in bi-weekly payments for one (1) year (the “Initial Salary Continuation Period”);
(v)	during the Initial Salary Continuation Period as it may be extended pursuant to subsection (vi) below (together, the “Total Salary Continuation Period”), Executive will continue to be eligible for medical, dental and vision plans in which Executive was a participant at the Termination Date. The Company will continue to pay the employer portion of the costs of these plans during the Total Salary Continuation Period;
(vi)	if the Executive has not found a full time comparable executive position with another employer during the Initial Salary Continuation Period, the Company will extend the bi-weekly payment plan on a month to month basis until the earlier to occur of (A) one (1) additional year (26 additional bi-weekly payments) or (B) the date Executive secures full-time employment, in each case subject only to the Executive’s obligation to inform the Company’s Human Resources Department that Executive’s search for replacement employment is ongoing and continuing in good faith. Said Notice from Executive shall be made on the 15th of the month commencing with the last month of the Initial Salary Continuation Period and monthly thereafter as applicable. Notice shall be made in accordance with Section 13 of this Agreement. Executive’s rights under the Total Salary Continuation Period shall be offset by income earned from consulting fees with the Company, by short term and/or sporadic consulting fees earned from any other business entity or by income received for part time employment with another business entity; and
(vii)	any and all payment by the Company under this Agreement are and shall be specifically conditioned upon full compliance by the Executive with all elements of the Executive Invention, Nondisclosure, Noncompetition and Nonsolicitation Agreement (attached as Exhibit B) and the other applicable provisions of this Agreement.

     7.3. Termination by Executive

          7.3.1. Termination by Executive Without Good Reason. It is expressly acknowledged and agreed that if Executive resigns without Good Reason, then all of the obligations under Sections 1 through 5 of the Company and Executive shall cease except that the Company shall pay, or provide the following benefits, to Executive without further recourse or liability to the Company:

(i)	an amount equal to the unpaid portion of Executive’s Current Base Salary earned through the Termination Date; and
(ii)	an amount equal to the value of Executive’s accrued vacation pay.

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          7.3.2. Termination by Executive For Good Reason. It is expressly acknowledged and agreed that if Executive’s employment shall be terminated because the Executive resigns for Good Reason, then all of the obligations under Sections 1 through 5 of the Company and Executive shall cease except that the Company shall pay, or provide the following benefits, to Executive without further recourse or liability to the Company:

(i)	an amount equal to the unpaid portion of Executive’s Current Base Salary earned through the Termination Date;
(ii)	an amount equal to the prorata Annual Management Bonus, if any, for the completed portion of the current annual pay period where the total Annual Management Bonus is determined in accordance with Section 5.2;
(iii)	an amount equal to the value of Executive’s vacation pay accrued as of the Termination Date;
(iv)	one (1) year’s Current Base Salary as severance in pay continuation. Payment will be made in bi-weekly payments during the Initial Salary Continuation Period;
(v)	during the Total Salary Continuation Period, Executive will continue to be eligible for medical, dental and vision plans in which the Executive was a participant at the Termination Date. The Company will continue to pay the employer portion of the costs of these plans during the Total Salary Continuation Period;
(vi)	if the Executive has not found full time comparable executive position with another employer during the Initial Salary Continuation Period, the Company will extend the bi-weekly payment plan on a month to month basis until the earlier to occur of (A) one (1) additional year (26 additional bi-weekly payments) or (B) the date Executive secures full-time employment, subject only to the Executive’s obligation to inform the Company’s Human Resources Department that Executive’s search for replacement employment is ongoing and continuing in good faith. Said Notice from Executive shall be made on the 15th of the month commencing with the last month of the Initial Salary Continuation Period and monthly thereafter as applicable. Notice shall be made in accordance with Section 13 of this Agreement. Executive’s rights under the Total Salary Continuation Period shall not be offset by income earned from consulting fees with the Company, by short term and/or sporadic consulting fees earned from any other business entity or by income received for part time employment with another business entity; and
(vii)	any and all payment by the Company under this Agreement are and shall be specifically conditioned upon full compliance by the Executive with all elements of the Executive Invention, Nondisclosure, Noncompetition and

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Nonsolicitation Agreement (attached as Exhibit B) and the other applicable provisions of this Agreement.

     7.4. 280G. In the event that the Executive shall become entitled to payment and/or benefits provided by this Agreement or any other amounts in the “nature of compensation” (whether pursuant to the terms of this Agreement or any other plan, arrangement or agreement with the Company, any person whose actions result in a change of ownership or effective control covered by Section 280G(b)(2) of the Code or any person affiliated with the Company or such person) as a result of such change in ownership or effective control (collectively the “Company Payments”), and such Company Payments would be subject to the tax imposed by Section 4999 of the Code (together with any similar tax that may hereafter be imposed by any taxing authority, the “Excise Tax”) the Executive shall be solely responsible for the payment in full of any such Excise Tax and the Company shall withhold any federal or state taxes as required by applicable law.

8. Noncompetition Agreement. The Executive shall execute the Executive Invention, Non-Disclosure, Non-Competition and Nonsolicitation Agreement attached as Exhibit B to this Agreement.

9. Assignment. Neither the Company nor Executive may make any assignment of this Agreement or any interest herein, by operation of law or otherwise, without the prior written consent of the other party, provided, however, that the Company may assign its rights and obligations under this Agreement without the consent of Executive if the Company shall hereafter effect a reorganization, consolidate with, or merge with or into any other entity or transfer all or substantially all of its properties or assets to any other person or entity. This Agreement shall be binding upon and inure to the benefit of the Company, Executive and their respective successors, executors, administrators, heirs and permitted assigns.

10. Indemnification. The Executive shall execute the Indemnification Agreement attached as Exhibit A to this Agreement.

11. Waiver. The waiver by any party hereto of a breach of any provision of this Agreement by any other party will not operate or be construed as a waiver of any other or subsequent breach by such other party.

12. Severability. The parties agree that each provision contained in this Agreement shall be treated as a separate and independent clause, and the unenforceability of any one clause shall in no way impair the enforceability of any of the other clauses herein. Moreover, if one or more of the provisions contained in this Agreement shall for any reason be held to be excessively broad as to scope, activity or subject, such provisions shall be construed by the appropriate judicial body by limiting and reducing it or them, so as to be enforceable to the extent compatible with the applicable law.

13. Notices. Any notice or other communication in connection with this Agreement shall be deemed to be delivered if in writing, addressed as provided below and actually delivered at said address:

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     If to Executive, to him at the following address:

Michael W. Pippins
300 Bridge Street
Hamilton, MA 01982

     If to the Company, to it at the following address:

Brooks Automation, Inc.
15 Elizabeth Drive
Chelmsford, MA 01824
Attn: General Counsel

     or to such other person or address as to which either party may notify the other in accordance with this Section 13.

14. Applicable Law. This Agreement shall be interpreted and construed in accordance with the laws of the Commonwealth of Massachusetts.

15. Remedies. Executive acknowledges that a breach of any of the promises or agreements contained herein could result in irreparable and continuing damage to the Company for which there may be no adequate remedy at law, and the Company shall be entitled to seek injunctive relief and/or a decree for specific performance, and such other relief as may be proper (including monetary damages if appropriate).

16. Integration. This Agreement, the Executive Invention, Non-Disclosure, Non-Competition and Nonsolicitation Agreement attached as Exhibit B hereto, the Indemnification Agreement attached as Exhibit A hereto, unless otherwise provided herein, form the entire agreement between the parties hereto with respect to the subject matter contained in this Agreement and shall supersede all prior agreements, oral discussions, promises and representations regarding employment, compensation, severance or other payments contingent upon termination of employment, whether in writing or otherwise.

17. Absence of Conflicting Obligations. Executive represents that he is not bound by any agreement or any other existing or previous business relationship which conflicts with or prevents the full performance of his duties and responsibilities under this Agreement. Executive further represents that his obligations under or in consideration with this Agreement do not breach and will not breach any agreement to keep in confidence proprietary information, knowledge or data acquired by him.

18. Taxes. Any payments provided for hereunder shall be paid net of any applicable tax withholding required under federal, state or local law Notwithstanding anything herein to the contrary, the Company shall accelerate the timing of any amounts payable to the Employee pursuant to Section 7 hereunder if and as necessary to prevent such amounts from being deemed “deferred compensation” pursuant to the American Jobs Creation Act of 2004 (or the rules and regulation promulgated thereunder).

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19. Survival. Notwithstanding any provisions of this Agreement to the contrary, the obligations of Executive and the Company pursuant to Sections 6 through 21 hereof shall each survive termination of this Agreement.

20. Effect of Headings. Any title of a section heading contained herein is for convenience of reference only, and shall not affect the meaning of construction or any of the provisions hereof.

     IN WITNESS WHEREOF, the parties hereto have hereunto set their hands, as of the date first above written.

/s/ Michael W. Pippins
Michael W. Pippins
BROOKS AUTOMATION, INC.
By:	/s/ Thomas S. Grilk
	Thomas S. Grilk
	Senior Vice President, General Counsel and Secretary

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EX-10.11

Exhibit 10.11

Contract of Employment for a Managing Director

By and between

Mr. Ralf Wuellner

Basteistrasse 16

01277 Dresden

Germany

(Hereinafter “Managing Director”)

And

Brooks Automation (Germany) Holding GmbH

Goeschwitzer Strasse 25

07745 Jena

Germany

(Hereinafter “Company”)

(Managing Director and Company together “the Parties”)

§1
Responsibilities and Obligations

1. Mr. Ralf Wuellner is Managing Director of the Company; for purposes internal to the parent company of the Company, Brooks Automation Inc. (in the following “Brooks”), and its affiliated companies, he holds the title of “Senior Vice President, Global Customer Operations Group (Sales and Field Service)”. The Managing Director will be responsible for all of the sales, regional

2

engineering, customer support and service activities of Brooks under a unified management structure. He will continue to function as President Europe.

The Managing Director shall represent the Company in accordance with the statutes and the articles of incorporation as well as with the resolutions of the shareholders. With respect to the employees of the Company, he shall exercise rights and obligations in accordance with statutory rules.

2.	The Company may appoint further managing directors. The allocation of responsibilities among the Managing Director and such other managing directors shall from time to time be determined by the shareholders.
3.	The Managing Director shall conduct the business of the Company in its best interest and in accordance with the statutes, the articles of incorporation, a management ordinance, if any, and the instructions of the shareholders. Upon further notice, authorized contact for binding instructions is the President / Chief Executive Officer of Brooks.
4.	The Managing Director is obliged to place his entire capacity to work and all of his professional knowledge and know-how in the service of the Company. Any unpaid or gainful side employment, honorary offices as well as memberships in supervisory boards, advisory boards and other mandates of such type shall require the prior written consent of the shareholders.

§2
Term

1.	This Contract shall be in effect for an indefinite period of time.
2.	Either Party may terminate this Contract by written notice with a notice period of one (1) month, such notice being effective as of the end of each calendar month.
3.	This Contract shall terminate without any notice on the expiration of the month in which the Managing Director reaches the age required for applicability of standard old-age pension.

Additionally, this Contract shall terminate at the end of the month, in which an official letter is served to the Managing Director by the competent Social Insurance Authorities, stating that the

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Managing Director is permanently disabled. In case corresponding pension payments are postponed, the employment ends on the last day before the start of the respective pension payments.

In case of death of the Managing Director or termination of this Contract under this para. 3, the Managing Director or his heirs are not entitled to any severance payment under this Section 2.

4.	The Managing Director’s appointment as managing director of the Company may be cancelled in accordance with the applicable statutory provisions. The revocation of the appointment as managing director of the Company shall be deemed to be a termination of this Contract effective at the next possible date.
5.	Irrespective of the Managing Director’s appointment as managing director of the Company this Contract shall automatically terminate in the event that the Managing Director enters into an employment agreement with the Company’s parent company, Brooks Automation Inc., USA. In case of such termination the Managing Director is not entitled to any severance payment under this Section 2. Para. 6. and 7. of this Section shall not be applicable in such event.
6.	The Managing Director shall receive a severance payment by the Company (the “Severance”) only in the event that this Contract is terminated under the following conditions:

a. Termination by the Managing Director by way of a justified and legitimate termination for cause with or without notice along the lines of Section 626 German Civil Code (Kündigung aus wichtigem Grund) given that the reason for such termination for cause lies with the Company and is one of the following:

aa.	a material breach of this Agreement by the Company (“vorsätzliche oder grob fahrlässige Vertragsverletzung”);
bb.	a diminution of the Managing Director’s responsibilities and authority resulting in responsibilities and authority in material respects inconsistent with the responsibilities and authority of the role of Senior Vice President, Global Customer Operations Group (Sales and Field Service) and Managing Director of the Company;
cc.	a reduction of the Current Base Salary or of any material employee benefit enjoyed by the Managing Director unless all senior executives of the Company and / or Brooks suffer a substantially similar reduction or failure;
dd.	the failure of the Company to obtain the assumption in writing of its obligation to perform this Contract by any successor to all or substantially all of the assets of the Company within 15 days after a merger, consolidation, sale of assets or similar transaction.

4

b. Termination by the Company for any reason other than

aa. an Important Reason. For purposes of this Contract, “Important Reason” shall mean the occurrence of any of the following events, irrespective of such Important Reason also constituting a justification for a termination for cause along the lines of Section 626 German Civil Code (Kündigung aus wichtigem Grund):

(i)	Managing Director’s conviction of any misdemeanor involving moral turpitude or any felony;
(ii)	fraud, embezzlement, or similar act of dishonesty, unauthorized disclosure, attempted disclosure, use or attempted use of confidential information; acts prejudicial to the interest or reputation of the Company and / or Brooks; or falsification, concealment or distortion of management information;
(iii)	material misrepresentation in connection with the Managing Director’s application for employment with the Company;
(iv)	conduct by the Managing Director constituting an act of moral turpitude, or of physical violence while on duty;
(v)	Managing Director’s willful failure or refusal to perform the duties on behalf of the Company which are consistent with the scope and nature of the Managing Director’s responsibilities, or otherwise to comply with a lawful directive or policy of the Company, including without limitation, the Company’s or Brooks’ Standards of Conduct as then in effect as published on the Company’s or Brooks’ internal website;
(vi)	any act of gross negligence, gross corporate waste or disloyalty by the Managing Director to the Company or the commission of any intentional tort by the Managing Director against the Company;
(vii)	Managing Director being found liable in any SEC or other civil or criminal securities law action, or entering any cease and desist order with respect to such action (regardless of whether or not he admits or denies liability); or
(viii)	a material breach of this Contract or the agreements referenced herein by the Managing Director;

bb.	a person or behavior related reason along the lines of the German Employment Protection Act (personen- oder verhaltensbedingter Grund in entsprechender Anwendung der Grundsätze des Kündigungsschutzgesetzes, KSchG) or
cc.	by way of a justified and legitimate termination for cause with or without notice along the lines of Section 626 German Civil Code (Kündigung aus wichtigem Grund).

7. The Severance shall be in the amount of one (1) fixed annual gross salary according to Section 3 para. 1 of this Contract and shall be payable in 12 equal monthly installments at the end of each calendar month (First Severance Period). The Managing Director shall also receive an amount equal

5

to the unpaid portion of the Managing Director’s bonus according to Section 3 para. 2 for the fiscal year that includes the date of the termination according to para. 6 (and to the extent earned but unpaid, for the completed fiscal year immediately preceding the termination according to para. 6, prorated for the number of days that the Managing Director is actually employed by the Company in such fiscal year, and payable at the same time that payment of annual bonuses are paid to other senior executives of the Company, as well as an amount equal to the value of the Managing Director’s accrued but unused vacation as of the termination according to para. 6.

The First Severance Period may be extended according to the following (the extension hereinafter called the “Second Severance Period”):

If the Managing Director has not found a full-time comparable executive position with another employer during the First Severance Period, the Company will extend the monthly payments on a month to month basis until the earlier to occur of (A) one (1) additional year (12 additional monthly payments) or (B) the date the Managing Director secures full-time employment, in each case subject only to the Managing Director’s obligation to inform in writing the Company’s Human Resources Department that the Managing Director’s search for replacement employment is ongoing and continuing in good faith and utmost but reasonable effort. Said notice from Managing Director shall be made on the 15th of the month commencing with the last month of the First Severance Period and monthly thereafter as applicable. Payments to the Managing Director during the Second Severance Period shall be reduced by the amount of income earned by the Managing Director from employment or consulting arrangements with any other person or business entity.

8.	Any and all payments by the Company under this Section are and shall be specifically conditioned upon full compliance by the Managing Director with all elements of the Employee Non-Solicitation and Proprietary Information Agreement entered into by the Managing Director and Brooks.
9.	Any and all claims for any payments by the Company under this Section are and shall further be specifically under the condition precedent that in case of a termination entitling the Managing Director to the Severance (para. 6. and 7.)

a.	the Managing Director shall explicitly waive with immediate effect to all other known and unknown claims resulting from all other known and unknown legal relations existing between the Company and the Managing Director and
b.	the Managing Director shall explicitly waive to bring an action against the Company or Brooks with respect to the termination (by the Company), or to bring any other action (in particular an action for payment) which is directly or indirectly related to or raised against the termination (by the Company).

6

10. Unless otherwise agreed upon in before mentioned para. 6 as regards the conditions of the Severance, the statutory provisions relating to termination for cause shall remain unaffected.

11. Brooks shall guarantee all obligations related to this Contract in case the Company is not able to fulfill this contact.

§3
Remuneration

1. The Managing Director shall receive a fixed annual gross salary in the amount of

215,000 EURO

(in words: two hundred fifteen thousand EURO)

which shall be payable in 12 equal monthly installments at the end of each calendar month. The appropriateness of the annual remuneration shall be reviewed each year.

2. In addition, the Managing Director shall be eligible to receive bonus compensation according to the provisions of the Brooks’ Senior Management Incentive Compensation Program. The amount of the targeted bonus compensation shall be at the discretion of Brooks but the targeted bonus percentage will not be inconsistent with other Senior Vice Presidents.

3.	The payment of any additional allowances, bonuses, gratuity and comparable benefits shall be voluntary. Even repeated payments shall not create any legal claim for the Managing Director, neither in respect to their cause or amount, nor for the past or the future.
4.	The Company is obliged to insure the Managing Director at the Company’s own cost by way of a group insurance contract; the insurance shall amount to

Euro 250,000 — in case of invalidity

Euro 125,000 — in case of death.

5. In addition the Company shall take out a world-wide health insurance for the Managing Director to

7

     cover potential risks during business travel.

6.	The Managing Director shall be entitled to a company vehicle in accordance with the vehicle policy of the Company.
7.	The Company will reimburse the Managing Director’s daughter’s international school tuition through her final years encompassing the 2007-2009 periods.

§4
Continued Payment of Salary in case of Incapacity

1.	The Managing Director shall notify the Company without delay about illness, and, if the illness lasts more than three calendar days, submit no later than on the third day of illness, a medical certificate attesting to his inability to work and the anticipated duration thereof, to the Company.
	According to German law, in the event of incapacity of the Managing Director to render his work not caused by his own negligence the Company shall continue to pay the Managing Director full remuneration for a maximum period of six weeks.

2. After elapse of the six weeks’ period, the Company shall pay for a period not exceeding 12 months, compensation amounting to the difference between sickness benefits and monthly net salary.

3. In case the Managing Director is not entitled to sickness benefits from Health Insurance Funds, for purposes of calculating the additional compensation is deemed to receive that amount of sickness benefits that corresponds to sickness benefits which would be payable by the Local Health Insurance Funds had the Managing Director been insured.

4. In case the Managing Director is entitled to claim compensation for loss of earnings from a third party for the period of his incapacity, this claim shall be assigned to the Company to the extent that the Company continues to pay the remuneration. The Managing Director is obliged to promptly inform the Company of all circumstances necessary to raise the assigned claims by the Company. The Managing Director continues to be obliged to raise such claims against third parties.

5. In case of death of the Managing Director, his widow and other relatives, who were legally entitled

8

to receive support from him during his lifetime, shall continue to receive the contractual remuneration for the month of death as well as for six further months. The Company is entitled to render these payments for and on behalf of all surviving dependants to that person who is able to furnish a prima facie evidence of his dependency within the meaning of sentence 1 of this paragraph. In the event that no surviving dependants exist, remuneration payable for periods up till the day of death shall be paid to the heirs of the Managing Director.

§5
Vacation

The Managing Director is entitled to an annual vacation of 30 working days. He shall arrange the timing of his vacation with the shareholders or the other managing directors, if any, and shall see to it that the interests of the Company shall not be affected.

§6
Other Benefits

The Managing Director shall be reimbursed for costs and expenses incurred during the course of his duties and while on business travel, including costs for travelling and accommodation of guests in accordance with the Company’s Travel Policy. In the case where the Travel Policy does not apply, the guidelines of the “Reisekostenordnung” shall apply. Such costs and expenses shall be accounted for monthly.

§7
Non-Competition Clause

For the lifetime of this Contract, the Managing Director shall not directly or indirectly assume ownership or participate in companies competing with the Company or entertaining a business relationship to the Company.

§8
Forfeiture of Claims

Except for claims based on tort, claims resulting from this Contract may be raised for a period of six

9

months only following its maturity.

Claims are deemed to be raised in the event their legal basis and — if known — their amount have been communicated in writing to the Managing Director or, respectively, to the competent department of Brooks.

§ 9
Confidentiality

1. The Managing Director undertakes to maintain secrecy with respect to all business and other commercial matters and transactions which in accordance with their nature are confidential or deemed to be confidential, of which he becomes aware during the course of his activity. In the event of violation of this obligation, the Company may terminate this Contract for cause. Any obligations to render information which result from statutory provisions or internal instructions or which are caused by factual circumstances shall remain unaffected.

2. Following any termination of this Contract, the Managing Director shall immediately, completely and properly return to the Company without additional request of the Company all properties of the Company which are still in his possession, in particular all documents, notes, illustrations and other materials relating to his contractual activities or to the Company’s business, and shall upon request confirm such complete return in writing. The Managing Director shall not make or retain any duplicates or copies of work results, documents or data. The Managing Director shall have no retention right with respect to the Company and its property items and documents.

§ 10
Restrictions of the Managing Director

The Managing Director is obliged to comply with restrictions in respect of transactions and management actions which result from the articles of incorporation of the Company, from shareholders’ resolutions and from a management ordinance.

§ 11
Concluding Provisions

10

1. This Contract supersedes any other contractual agreement between the Managing Director and the Company, in particular the Contract of Employment for a Managing Director between the Parties, dated December 11, 2006. There are except of the mentioned Annexes no written or oral side agreements to this Contract.

2. If individual provisions contained herein should be or become void or invalid, this shall not effect the validity of the remaining contractual provisions. The Parties shall replace the void or invalid provision by a valid provision by which in the best possible way the economic purpose of the void or invalid provision is attained. The same applies in case lacunae exist.

3. Alterations and amendments to this Contract, including this clause, must be made in writing to be legally valid

4.	Place of performance for all obligations resulting from this Contract as well as place of jurisdiction — as far as legally permissible — shall be Jena.
5.	Each party hereby confirms to have received one executed copy of this Contract.

28, this March, 2008

For the shareholder:	For Brooks Automation (Germany) Holding GmbH:
Brooks Automation (Luxemburg) SARL Michele P. Rayos	/s/ Marc Diesing	/s/ Michele P. Rayos
Managing Director:
/s/ Ralf Wuellner

EX-10.28

                                                                   Exhibit 10.28


                                LEASE AGREEMENT

LANDLORD:      BerCar II, LLC, a Massachusetts Limited Liability Company

TENANT:        Brooks-PRI Automation, Inc., a Delaware corporation

PREMISES:      12 Elizabeth Drive
               Chelmsford, Massachusetts

DATE:          October 23, 2002

                               TABLE OF CONTENTS



                                                                                     
   ARTICLE I.          Demised Premises and Term ..........................................  1
   ARTICLE I.          Demised Premises and Term ..........................................  1
         1.1      Demised Premises and Term ...............................................  1
         1.2      Existing Lease ..........................................................  1
         1.3      Condition of the Premises/Maintenance ...................................  1
         1.4      Early Occupancy .........................................................  1
         1.5      Extension Option ........................................................  1
                  1.5.1     First Extension Term ..........................................  1
                  1.5.2     Second Extension Term .........................................  2
         1.6      Conditions of Option to Extend ..........................................  2
  ARTICLE II.          Fixed Rent .........................................................  2
  ARTICLE II.          Fixed Rent .........................................................  2
         2.1      Fixed Rent ..............................................................  2
         2.2      First Extension Term Rent ...............................................  3
         2.3      Second Extension Term Rent ..............................................  3
         2.4      Fair Market Rent Arbitration ............................................  3
         2.5      General Provisions for Rent Payments ....................................  3
 ARTICLE III.          Additional Rent ....................................................  4
 ARTICLE III.          Additional Rent ....................................................  4
         3.1      Additional Rent .........................................................  4
         3.2      Public Requirements .....................................................  4
         3.3      Contests by Tenant ......................................................  4
  ARTICLE IV.          Control ............................................................  5
  ARTICLE IV.          Control ............................................................  5
         4.1      Control .................................................................  5
                  4.1.1     Encumbrances by Landlord ......................................  5
                  4.1.2     Encumbrances by Tenant ........................................  5
         4.2      Indemnity ...............................................................  5
         4.3      Insurance ...............................................................  6
   ARTICLE V.          Landlord's Representations .........................................  6
   ARTICLE V.          Landlord's Representations .........................................  6
         5.1      Landlord's Representations ..............................................  6
  ARTICLE VI.          Assignment .........................................................  6
  ARTICLE VI.          Assignment .........................................................  6
         6.1      Assignment ..............................................................  6
         6.2      Non-Disturbance of Sublessees ...........................................  7
 ARTICLE VII.          Alterations and Improvements .......................................  7
 ARTICLE VII.          Alterations and Improvements .......................................  7
         7.1      Alterations and Improvements ............................................  8
                  7.1.1     Approval of Initial Renovations ...............................  8
                  7.1.2     Approval of Subsequent Renovations ............................  8
         7.2      Certain Liens ...........................................................  9
         7.3      Tenant's Permits ........................................................  9
         7.4      Repairs by Landlord .....................................................  9
ARTICLE VIII.          Notices ............................................................  9
ARTICLE VIII.          Notices ............................................................  9
         8.1      Notices .................................................................  9
  ARTICLE IX.          Subordination to Mortgages ......................................... 10
  ARTICLE IX.          Subordination to Mortgages ......................................... 10
         9.1      Mortgage Holder's Election .............................................. 10
         9.2      Non-Disturbance Agreement ............................................... 10
                  9.2.1     Non-Disturbance of Tenant ..................................... 10
                  9.2.2     Liability of Mortgagee/Successor .............................. 11
                  9.2.3     Recognition of Purchase Option ................................ 11



                                       i


                                                                    
              9.2.4     Intervening Liens.................................... 11
     9.3       Notice for Mortgagee.......................................... 11
     9.4       Mortgagee Consent............................................. 11
ARTICLE X.          Fire and Casualty and Restoration........................ 12
ARTICLE X.          Fire and Casualty and Restoration........................ 12
    10.1       Fire and Casualty and Restoration............................. 12
    10.2       Tenant's Election to Restore.................................. 12
    10.3       Landlord's Approval of Reconstruction......................... 12
    10.4       Tenant's Election to Delay Reconstruction..................... 12
    10.5       Proceeds Paid to Landlord..................................... 12
ARTICLE XI.         Right of Entry........................................... 13
ARTICLE XI.         Right of Entry........................................... 13
    11.1       Right of Entry................................................ 13
ARTICLE XII.        Default.................................................. 13
ARTICLE XII.        Default.................................................. 13
    12.1       Default....................................................... 13
    12.2       Tenant's Default.............................................. 13
ARTICLE XIII.       Eminent Domain........................................... 14
ARTICLE XIII.       Eminent Domain........................................... 14
    13.1       Eminent Domain................................................ 14
    13.2       Partial Condemnation.......................................... 14
    13.3       Condemnation Award............................................ 14
    13.4       Condemnation/Personal Property................................ 15
ARTICLE XIV.        Force Majeure............................................ 15
ARTICLE XIV.        Force Majeure............................................ 15
    14.1       Force Majeure................................................. 15
ARTICLE XV.         Saving Clause............................................ 15
ARTICLE XV.         Saving Clause............................................ 15
    15.1       Saving Clause................................................. 15
ARTICLE XVI.        Right to Purchase........................................ 15
ARTICLE XVI.        Right to Purchase........................................ 15
    16.1       Right to Purchase............................................. 15
    16.2       Closing of the Purchase Option................................ 16
    16.3       Landlord's Put................................................ 16
ARTICLE XVII.       Notice of Lease.......................................... 16
ARTICLE XVII.       Notice of Lease.......................................... 16
    17.1       Notice of Lease............................................... 16
ARTICLE XVIII.      Definitions and Interpretations.......................... 16
ARTICLE XVIII.      Definitions and Interpretations.......................... 16
    18.1       Definitions and Interpretations............................... 16
    18.2       Exculpation................................................... 16
ARTICLE XIX.        Hazardous Material....................................... 16
ARTICLE XIX.        Hazardous Material....................................... 16
    19.1       Hazardous Material............................................ 17
ARTICLE XX.         Effectiveness of Lease................................... 17
ARTICLE XX.         Effectiveness of Lease................................... 17
    20.1       Effectiveness of Lease........................................ 17
ARTICLE XXI.        Brokers.................................................. 17
ARTICLE XXI.        Brokers.................................................. 17
ARTICLE XXII.       Representatives.......................................... 17
ARTICLE XXII.       Representatives.......................................... 17
    22.1       Representatives............................................... 17





                                       ii


                         List of Schedules and Exhibits

            
Schedule A     Legal Description of Lot
Schedule B     Landlord's Representations and Warranties
Exhibit A      Form of Assignment and Assumption of Lease Agreement
Exhibit B      Form of Tenant Estoppel of Hitite Microwave Corporation
Exhibit C      Title Commitment
Exhibit D      Purchase Option Closing Procedures
Exhibit E      Form of Notice of Lease
Exhibit F      List of Environmental Reports




                                      iii

     LEASE dated October 23, 2002 (the "Lease"), between BerCar II, LLC, a
Massachusetts limited liability company (hereinafter referred to as "Landlord")
and Brooks-PRI Automation, Inc., a Delaware corporation (hereinafter referred
to as "Tenant").

                      ARTICLE 1. Demised Premises and Term

     1.1 Demised Premises and Term: In consideration of the rents reserved
herein and in consideration of the agreements and conditions herein contained
on the part of Tenant to be performed and observed, Landlord does hereby demise
and lease to Tenant, and Tenant does hereby hire from Landlord, the premises
described in Schedule A of this Lease (hereinafter referred to as "demised
premises"), for the original term of twelve (12) years commencing upon October
1, 2002 (the "Rent Day") and expiring upon September 30, 2014 (the "Original
Term").

     1.2 Existing Lease: Tenant acknowledges that approximately 34,000 square
feet of floor area within the building comprising a portion of the demised
premises is presently leased to Hittite Microwave Corporation by lease dated
July 6, 1999, as amended by Amendment A dated as of August 15, 1999 (the
"Existing Lease"). Contemporaneously with Landlord's execution of this Lease,
Landlord shall execute and deliver to Tenant an assignment of Landlord's
interest in the Existing Lease with an effective date as of the Rent Day, and
Tenant shall assume the obligations of Landlord under the Existing Lease with
an effective date as of the Rent Day by entering into an assignment and
assumption agreement in the form of Exhibit A attached. The form of tenant
estoppel certificate to be delivered by the tenant under the Existing Lease
is attached as Exhibit B.

     1.3 Condition of the Premises/Maintenance: Tenant acknowledges that it has
inspected the demised premises, and it is understood and agreed that Tenant will
accept the demised premises in their existing physical condition, and Landlord
shall be under no obligation to make any repairs, alterations or improvements to
the demised premises prior to or at the commencement of the term hereof or at
any time thereafter, except as herein specifically provided otherwise. Tenant
shall perform, at its own cost and expense, any work required to prepare the
demised premises for Tenant's occupancy.

     1.4 Early Occupancy: During the time period commencing upon the execution
and delivery of this Lease, and ending upon the commencement of the term of
this Lease (the "Early Occupancy Period"), Tenant shall comply with all of the
provisions of this Lease as if said period were part of the term of this Lease,
except that no rent shall be payable for said period. Tenant shall have full
access, use and occupancy of the demised premises during the Early Occupancy
Period under the terms of the Lease.


     1.5 Extension Option:

     1.5.1 First Extension Term: Tenant shall have the right, at its election,
to extend the Original Term of this Lease for an additional period of ten (10)
years commencing upon October 1, 2014 and expiring upon September 30, 2004 (the
"First Extension Term"). Tenant shall exercise its option to extend the term for
the First Extension Term by giving Landlord written notice of its election no
earlier than April 1, 2013, and no later than the later to occur of either (a)
September 20, 2013, or (b) the date which is ten (10) business days after the
receipt by Tenant of

a written reminder notice from Landlord to Tenant (the "First Option Reminder
Notice") which expressly (i) refers to the option to extend the term for the
First Extension Term, and (ii) states that the option to extend the term for
the First Extension Term shall expire on the later of September 30, 2013 or ten
(10) business days after the date of receipt of the First Option Reminder
Notice. The First Option Reminder Notice shall be delivered no earlier than
April 1, 2013.

     1.5.2 Second Extension Term: Tenant shall have the right, at its election,
to extend the Original Term of this Lease as previously extended by the First
Extension Term for an additional period of ten (10) years commencing upon
October 1, 2024 and expiring upon September 30, 2034 (the "Second Extension
Term"). Tenant shall exercise its option to extend the term for the Second
Extension Term by giving Landlord written notice of its election no earlier than
April 1, 2023, and no later than the later to occur of either (a) September 30,
2023, or (b) the date which is ten (10) business days after the receipt by
Tenant of a written reminder notice from Landlord to Tenant (the "Second Option
Reminder Notice") which expressly (a) refers to the option to extend the term
for the Second Extension Term, and (b) states that the option to extend the term
for the Second Extension Term shall expire on the later of either September 30,
2023, or ten (10) business days after the date of receipt of the Second Option
Reminder Notice. The Second Option Reminder Notice shall be delivered no earlier
than April 1, 2023.

     1.6   Conditions of Option to Extend: The expression "the Original Term"
means the period of twelve (12) years referred to in the first paragraph of
this Article. Prior to the exercise by Tenant of any of said elections to
extend the Original Term, the expression "the term of this Lease" or any
equivalent expression, shall mean the Original Term; after the exercise by
Tenant of any of the aforesaid elections, the expression "the term of this
Lease" or any equivalent expression shall mean the Original Term as it may have
been then extended. Except as expressly otherwise provided in this Lease, all
the agreements and conditions in this Lease contained shall apply to the
additional period or periods to which the Original Term shall be extended as
aforesaid. If Tenant shall not give Landlord notice of Tenant's decision to
exercise the next ensuing election in the manner and within the time provided
aforesaid (i.e. by the later of the specified date or within ten (10) business
days of the receipt of a reminder notice from Landlord as provided above),
then, the term shall end upon the expiration of the term (as it may have
theretofore been extended), and Tenant shall have no further right to extend
the term of this Lease.


                             ARTICLE II. Fixed Rent

     2.1   Fixed Rent: Tenant agrees to pay to Landlord a fixed rent ("Fixed
Rent") at the following annual rates:



- -------------------------------------------------------------------------------------
Lease Years             Effective Dates         Annual Rent Rate      Monthly Payment
- -------------------------------------------------------------------------------------
                                                             
1-2                     10/1/02 to 9/30/04      $556,500.00           $46,375.00
- -------------------------------------------------------------------------------------
3-5                     10/1/04 to 9/30/07      $695,625.00           $57,968.75
- -------------------------------------------------------------------------------------
6-10                    10/1/07 to 9/30/12      $788,375.00           $65,697.92
- -------------------------------------------------------------------------------------
11-12 (or Purchase      10/1/12 to 9/30/14      $881,125.00           $73,427.08
Date)                   (or Purchase Date)
- -------------------------------------------------------------------------------------



                                       2

     2.2 First Extension Term Rent: During the First Extension Term for which
the Original Term of this Lease may be extended as set forth in Section 1.2
above the fixed rent payable hereunder shall be adjusted so as to equal the
greater of (a) $1,576,750.00 per annum; or (b) ninety five percent (95%) of the
"fair market rent"  as mutually determined by Landlord and Tenant through the
process of negotiation or as otherwise herein set forth; and

     2.3 Second Extension Term Rent: During the Second Extension Term for which
the Original Term of this Lease as previously extended may be further extended
as set forth in Section 1.2 above, the fixed rent payable hereunder shall be
adjusted so as to equal the greater of (a) $2,040,500.00 per annum; or (b)
ninety-five percent (95%) of the "fair market rent" as mutually determined by
Landlord and Tenant through the process of negotiation or as otherwise herein
set forth.

     2.4 Fair Market Rent Arbitration: Notwithstanding anything to the contrary
contained herein, however, if for any reason whatsoever Landlord and Tenant
shall not agree in writing upon the "fair market rent" for any additional
period at least six (6) months prior to the commencement of the additional
period in question, then the fair market rent for the additional period in
question for premises of the size and nature of the demised premises shall be
determined by licensed real estate appraisers having at least five (5) years'
experience in the appraisal of commercial real estate in the Metro-North /
Boston, Massachusetts market, one such appraiser to be designated by each of
Landlord and Tenant. If either party shall fail to designate its appraiser by
giving notice of the name of such appraiser to the other party within fifteen
(15) days after receiving notice of the name of the other party's appraiser,
then the appraiser chosen by the other party shall determine the fair market
rent and his determination shall be final and conclusive. If the appraisers
designated by Landlord and Tenant shall disagree as to the fair market rent,
but if the difference between their estimates of fair market rent shall be five
percent (5%) or less of the greater of the estimates, then the average of their
estimates shall be the fair market rent for purposes hereof. If the appraisers
designated by Landlord and Tenant shall disagree as to the amount of fair
market rent, and if their estimates of fair market rent shall vary by more than
five percent (5%) of the greater of said estimates, then they shall jointly
select a third appraiser meeting the qualifications set forth above, and his
estimate of fair market rent shall be the fair market rent for purposes hereof
if it is not greater than the greater of the other two estimates and not less
than the lesser of the other two estimates. If said third appraiser's estimate
is greater than the greater of the other two estimates, then the greater of the
other two estimates shall be the fair market rent for purposes hereof; and if
the estimate of the third appraiser shall be less than the lesser of the other
two estimates, then the lesser of the other two estimates shall be the fair
market rent for purposes hereof. Each of Landlord and Tenant shall pay for the
services of its appraiser, and if a third appraiser shall be chosen, then each
of Landlord and Tenant shall pay for one-half of the services of the third
appraiser.

     2.5 General Provisions for Rent Payments: Rent Day shall be October 1,
2002. Fixed Rent and any additional rent payable to Landlord shall be paid to
Landlord at the address provided for in Article 8, or to such other legal
entity or to such other address as Landlord shall designate by notice to
Tenant. Fixed Rent shall be paid to Landlord without notice or demand and
without abatement, deduction, counterclaim or set off except only as expressly
otherwise herein provided.





                                       3






                          ARTICLE III. Additional Rent

     3.1  Additional Rent: Tenant agrees to pay every "Imposition" (hereinafter
defined), before the same becomes delinquent, payable for any period between
Rent Day and the expiration of the term of this Lease. Every Imposition payable
for a period beginning before the Rent Day and ending after Rent Day or for a
period beginning before the expiration of the term of this Lease and ending
after the expiration of the term shall be apportioned and adjusted between
Landlord and Tenant. Upon demand from time to time Tenant will furnish to
Landlord evidence of payments of Impositions. "Impositions" shall mean real
estate taxes, betterments assessments (special or general, ordinary or
extraordinary), water and sewer taxes and any other ad valorem charges made by
any public authority (consistent with the current system of real estate taxes,
betterments assessments (special or general, ordinary or extraordinary), water
and sewer taxes) which upon assessment or upon failure of payment become a lien
upon the demised premises. If any betterments assessments may be payable by law
in installments, at Tenant's election said betterments assessments shall be
deemed payable not for the period in which the same are assessed but in
installments for the periods in which the installments thereof are payable. If
Landlord shall have the right to elect the period over which any such assessment
may be paid, at Tenant's election, Landlord agrees to elect the longest period
available to Landlord. Impositions shall not include any franchise, estate,
inheritance, succession, capital levy or transfer tax of Landlord, or any income
tax of Landlord or tax upon rents payable by Tenant.

     3.2  Public Requirements: Tenant agrees to comply during the term of this
Lease with all "Public Requirements" (hereinafter defined) applicable to the
demised premises and to the public ways adjacent to the demised premises.
"Public Requirements" mean laws, ordinances, by-laws, regulations and orders of
all public authorities having jurisdiction, compliance with which shall by law
be the obligation of the owner or occupant of the demised premises.

     3.3.  Contests by Tenant: Tenant shall have the right to contest in good
faith any Imposition or Public Requirement in the manner provided by law for
contesting the same, provided that if payment of any Imposition or if compliance
with any Public Requirement shall be deferred pending such contest, such
deferment of payment or deferment of compliance shall not jeopardize Landlord's
interest in the demised premises. Such contest shall be in the name of Tenant or
in the name of Landlord or in the names of both. At the request of Tenant and
without cost or expense to Landlord, Landlord will join in any contest and
execute any and all documents in connection therewith as Tenant may reasonably
request. Tenant shall indemnify Landlord against, and save Landlord harmless
from, any and all loss, damage, claims, liabilities, judgments, costs and
expenses (including the cost and expense of defending any claim), arising out of
any such contest or out of any deferring of payment of any Imposition or any
deferring of compliance with any Public Requirement. Until such time as an
abatement or refund shall be obtained, an Imposition shall be deemed the amount
assessed; after an abatement or refund shall be obtained, the Imposition shall
be deemed the amount assessed less the net abatement or refund.

                                       4

                              ARTICLE IV. Control

         4.1  Control: Except as otherwise set forth in the Existing Lease,
Tenant shall have exclusive possession and control of, and responsibility for,
the demised premises and the public ways adjacent to the demised premises to the
extent that possession or control of, or responsibility for such ways is the
obligation of the property owner and not public authority.

         4.1.1  Encumbrances by Landlord: Landlord hereby covenants to Tenant
that Landlord shall not voluntarily create or permit to be created any, liens,
easements, restrictions or encumbrances of any nature whatsoever or otherwise
modify any items disclosed in the commitment for title insurance (the "Title
Commitment") attached as Exhibit C with respect to the demised premises after
the date hereof without the prior written consent of Tenant, such consent not to
be unreasonably withheld or delayed. In addition, Landlord hereby covenants to
Tenant that Landlord shall not (i) enter into any leases, tenancies or other
agreements affording a right of occupancy of the demised premises, enter into
any management, leasing, brokerage, purchase or maintenance contracts which
shall be binding on Tenant or the demised premises, or grant any rights or
options to purchase the demised premises except any which shall be subordinate
to this Lease, or (ii) initiate or participate in any modifications to the
existing buildings and zoning laws of the Town of Chelmsford, or any other
governmental authority, relating to the use or occupancy of the demised premises
after the date hereof without the prior written consent of Tenant, such consent
with respect to the matters in clause (ii) only not to be unreasonably withheld
or delayed.

         4.1.2  Encumbrances by Tenant: Subject to the conditions and
limitations in this Subsection 4.1.2, Landlord shall cooperate and join in any
agreement, grant or covenant relating to the demised premises and Tenant's use
and occupancy thereof requested by Tenant for the benefit of a third party
subject to the review and approval of Landlord and its counsel on the standards
set forth below. Landlord shall not unreasonably withhold, condition or delay
its approval of: (a) the grant of an easement for sidewalks to the Town of
Chelmsford in connection with the renovation of the demised premises, or (b) any
encumbrance which by its terms automatically expires at the expiration of the
term of this Lease and if Tenant fails to purchase the demised premises. With
respect to any such encumbrance presented for Landlord's approval which is not
specified for reasonable approval above, Landlord's approval shall be given or
withheld and conditions shall be imposed in Landlord's sole discretion, but
Landlord shall not unreasonably delay its response to a request for approval of
any such encumbrance. In the event that during the Original Term Landlord has
withheld its consent to any such encumbrance requested by Tenant (either by the
reasonable approval or sole discretion standard), then Tenant may elect to
proceed and require Landlord to cooperate and join in such encumbrance on the
condition that then Landlord shall have the right to "put" the demised premises
to Tenant at the Purchase Price referred to in Article 16 below and Tenant shall
be obligated to purchase the demised premises at the Purchase Price pursuant to
the process provided in Section 16.3 below for the Put Option.

         4.2  Indemnity: To the full extent allowed by applicable law (i.e.
subject to the limitations of Mass. Gen. Laws ch. 186 Section 15), Tenant shall
indemnify Landlord against, and save Landlord harmless from, any and all loss,
damage, claims, liabilities, judgments, costs and expenses (including the cost
and expense of defending any claim), arising during the term of this

                                       5

Lease out of any condition existing upon the demised premises, any act occurring
upon the demised premises (other than acts of Landlord and its agents), any use
made of the demised premises, or any omission or failure to act upon the demised
premises; provided that in the event of any claim made against Landlord,
Landlord shall give Tenant reasonably prompt notice of such claim.

     4.3  Insurance: Tenant shall maintain with respect to the demised premises
during the term of this Lease a policy of commercial general liability insurance
and if necessary commercial umbrella insurance in insurance companies authorized
to do business in the Commonwealth of Massachusetts and with a rating of not
lower  than "A-" as ranked by A.M. Best (or an equivalent rating by an alternate
service if the A.M. Best rating service is no longer available in the future) in
amounts not less than Three Million Dollars ($3,000,000.00). Lessee agrees to
provide fire damage legal liability with a limit of not less than $500,000.00.
These insurance policies of Tenant shall cover bodily injury, personal injury
and property damage liability from the demised premises and obligations assumed
under this Lease. Tenant will furnish the Landlord and Landlord's mortgagee with
a certificate or certificates of such insurance at the inception of this Lease
and at the renewal date of such policies thereafter. Such certificate[s] will
name Landlord and Landlord's mortgagee as an additional insured on all such
policies. Such certificate[s] shall provide that the policies in question shall
not be cancelled without 15 days prior notice to the certificate holder. Such
insurance may be maintained under a blanket policy or policies affecting the
demised premises and other premises.

                     ARTICLE V. Landlord's Representations

     5.1  Landlord's Representations: Landlord makes the representations,
warranties and agreements set forth in Schedule B of this Lease.

                             ARTICLE VI. Assignment

     6.1  Assignment: Except as hereinafter set forth, Tenant shall not without
the prior written consent of Landlord assign, hypothecate, pledge or otherwise
encumber this Lease, make any sublease or permit occupancy of the demised
premises or any part thereof by anyone other than Tenant or the tenant under the
Existing Lease. Landlord hereby agrees however that Tenant may, without
Landlord's consent, assign its interest in this Lease or sublet the whole or any
part of the demised premises to (a) an entity which owns all of the outstanding
equity in Tenant ("Tenant's Parent"); (b) an entity wholly owned by Tenant or by
Tenant's Parent ("a Subsidiary"); (c) an entity resulting from the consolidation
or merger of Tenant with any other entity; or (d) an entity which shall acquire
all or substantially all of the assets or equity of Tenant. Landlord agrees,
further, that Landlord shall not unreasonably withhold, condition or delay its
consent for a request by Tenant to assign this Lease or sublet the whole or any
part of the demised premises to any other unrelated entities provided, however,
if Tenant subleases any portion of the demised premises not occupied pursuant to
the Existing Lease (excluding any Permitted Transfer), Tenant shall pay to
Landlord the first Six Hundred Thousand Dollars ($600,000.00) received by Tenant
pursuant to any such subletting at a rate per square foot in excess of the fixed
rental rate per square foot payable by Tenant as set forth in Article 2,
provided, however, before calculating any net profit of subleasing or
assignment, Tenant may deduct the reasonable expenses of any such subletting
(including the cost of tenant


                                       6




improvements to the demised premises made by Tenant which have not previously
been amortized and which are properly allocated to the space to be sublet or
assigned), the reasonable cost of tenant improvements or allowances for tenant
improvements provided for the subtenant or assignee in question, reasonable
legal expenses and leasing commissions. Each request by Tenant for permission to
assign this Lease or to sublet the whole or any part of the demised premises
shall be accompanied by a warranty by Tenant as to the amount of rent to be paid
to Tenant by the proposed assignee or sublessee and a statement of expenses to
be deducted in calculating the net proceeds of subleasing or assignment. For
purposes of this paragraph, the term "rent" shall mean all fixed rent,
additional rent or other payments and/or consideration payable by one party to
another for the use and occupancy of premises (and shall exclude, for example,
payments for support or services provided to the subtenant by Tenant beyond
usual landlord services, payments made to Tenant for the sale of its business or
sale or lease of its equipment to the subtenant in the normal course of Tenant's
business at a commercially reasonable price in an arm's length transaction).
Tenant further agrees that any sublease, license, concession or agreement for
use, occupancy or utilization of space in the demised premises entered into by
it or by anyone claiming under it shall contain the provisions set forth in the
immediately preceding sentence. If there shall be any assignment or subletting
by Tenant pursuant to the provisions of this paragraph, Tenant shall remain
primarily liable for the performance and observance of the covenants and
agreements herein contained on the part of Tenant to be performed and observed,
such liability to be (in the case of any assignment) joint and several with that
of such assignee. It is expressly understood and agreed that no assignment of
Tenant's interest in this Lease shall be effective until such time as Tenant
shall deliver to Landlord an agreement from the assignee, which agreement shall
be reasonably satisfactory to Landlord in form and substance and shall provide
that the assignee agrees with Landlord to be primarily liable for the
performance and observance of the covenants and agreements herein contained on
the part of Tenant to be performed and observed, such liability to be joint and
several with that of Tenant.

     6.2  Non-Disturbance of Sublessees: Any sublease or subleases that may be
given by Tenant of all or part of the demised premises may contain provisions
whereby the sublessee shall not be disturbed in its possession in accordance
with the terms and conditions of its sublease except for such cause as would
entitle the sublessor thereunder (Tenant hereunder) to terminate such sublease
(such provisions being sometimes referred to as "non-disturbance" clauses).
Accordingly, it is understood and agreed between the parties that if prior to
the expiration of the term of this Lease Landlord shall have the right to
possession of the demised premises or the portion thereof subject to such
sublease (whether or not this Lease shall be terminated), then in such event,
Landlord covenants and agrees that the sublessee thereunder shall not be
disturbed in its possession in accordance with the terms and conditions of such
sublease, except for such cause as would entitle the sublessor under such
sublease to terminate such sublease; and if the sublessee will agree in writing
to recognize Landlord as its landlord under the terms of such sublease, then
Landlord will agree with such sublessee to perform and observe all of the
obligations imposed by such sublease upon the landlord therein. Landlord agrees,
in confirmation thereof, to deliver such instruments or documents duly executed
for recordation that may be required by the sublessee to effectuate the
foregoing.

                   ARTICLE VII.  Alterations and Improvements

                                       7


     7.1 Alterations and Improvements: Subject to the terms of the Existing
Lease referred to in Section 1.2 above and subject to the last two (2) sentences
of this Section 7.1, Tenant shall have the right, without obtaining any consent
from Landlord therefore, from time to time during the term of this Lease, to
erect any lawful building or buildings or other lawful improvements upon the
demised premises of any kind, nature or description, as it deems desirable, and
to make repairs, changes, alterations, additions and other improvements thereto,
structural or otherwise, and to demolish and remove any of the same, as Tenant
may from time to time deem necessary or desirable provided, however, that no
such alteration, demolition or addition shall diminish the value of the demised
premises when considering the aggregate effect of alterations, demolition or
additions made by Tenant to the demised premises. Also, subject to the Existing
Lease and the terms of any other leases or subleases entered into by Tenant for
any portion of the demised premises, Tenant shall have the right at any time
during the term of this Lease, or at the expiration of the term, as Tenant shall
see fit, to remove any and all improvements erected, installed or placed on the
demised premises prior to or during the term hereof by Tenant, notwithstanding
the fact that any such improvements may be deemed part of the realty, and
notwithstanding any rule, regulation or statute to the contrary. In the event
Landlord has approved the specific structural alteration or demolition, Tenant
shall have no obligation to restore the demised premises except as otherwise set
forth in the Existing Lease or as set forth in any other leases or subleases
entered into by Tenant for any portion of the demised premises. In the event
Landlord has not approved specific structural alterations or demolition in
advance, then Tenant shall either restore the building and the demised premises
with respect to such unapproved structural alteration or demolition upon the
termination of this Lease, or, if this Lease is to expire at the end of the
Original Term, and if Tenant does not so restore the demised premises and the
building, then Landlord shall have the right to "put" the demised premises to
Tenant at the Purchase Price referred to in Article 16 below and Tenant shall be
obligated to purchase the demised premises at the Purchase Price pursuant to the
process provided in Section 16.3 below for the Put Option.

     7.1.1 Approval of Initial Renovations: Tenant shall submit to Landlord
plans and drawings for the construction of the initial renovations and additions
that Tenant will construct to the demised premises for review and approval of
the structural elements thereof by Landlord in its discretion (the "Initial TI
Plans"). Landlord shall promptly, and in no event later than 15 days after the
receipt of the Initial TI Plans, (or within 5 days after the receipt of any
revision thereof submitted in response to Landlord's disapproval of a prior
submission of the Initial TI Plans), respond in writing to communicate
Landlord's approval or disapproval of specific structural elements of the
Initial TI Plans. Landlord's response shall include a reasonably detailed
breakdown of any specific structural elements that Landlord disapproves. Tenant
shall have the election to either (a) revise the Initial TI Plans and resubmit
them for reconsideration by Landlord, or (b) to proceed with the renovations or
additions in question without Landlord's approval (and subject to the provisions
of Section 7.1 above).

     7.1.2 Approval of Subsequent Renovations: With respect to any structural
alterations or additions to the demised premises done after the initial
renovations and alterations of the demised premises, Tenant may at its election
submit to Landlord plans and drawings for the construction of such structural
alterations or additions for review and approval of the structural elements
thereof by Landlord in its discretion (the "TI Plans"). Landlord shall promptly,
and in no event later than 30 days after the receipt of any TI Plans, (or within
10 days after the receipt

                                       8

of any revision thereof submitted in response to Landlord's disapproval of a
prior submission of the TI Plans in question), respond in writing to communicate
Landlord's approval or disapproval of specific structural elements of the TI
Plans in question. Landlord's response shall include a reasonably detailed
breakdown of any specific structural elements that Landlord disapproves. Tenant
shall have the election to either (a) revise the TI Plans in question and
resubmit them for reconsideration by Landlord, or (b) to proceed with the
renovations or additions in question without Landlord's approval (and subject to
the provisions of Section 7.1 above).

     7.2  Certain Liens:  Tenant will cause to be paid all charges for all work
done (labor and materials) upon the demised premises during the term of this
Lease and will not suffer or permit any mechanics' or similar liens for labor or
materials furnished to the demised premises during the term of this Lease to
remain as a lien against the demised premises or any part thereof; and if any
such lien shall be filed, Tenant will either pay the same or procure the
discharge thereof by bonding, giving security or in such other manner as may be
required or permitted by law. Tenant shall have the right, however, in its name
or in the name of Landlord or in the name of both, to contest any such lien,
provided that the existence of such lien pending such contest shall not
jeopardize Landlord's interest in the demised premises. Tenant shall indemnify
Landlord against, and save Landlord harmless from any and all loss, damage,
claims, liabilities, judgments, costs and expenses arising out of the filing of
any such lien. Notice is hereby given that Landlord shall not, under any
circumstances, be liable to pay for any work, labor or services rendered or
materials furnished to Tenant or any of its subtenants upon credit.

     7.3  Tenant's Permits:  Landlord agrees upon request by Tenant to execute
or join in the execution of any application for any permits or licenses
(including without limitation, zoning changes) which may be necessary in
connection with the construction of any buildings or other improvements on the
demised premises or the making of any alterations, additions and repairs
thereto. All such permits and licenses shall be applied for and secured at
Tenant's expense in Tenant's name alone unless Landlord's name is also required
in connection therewith by such governmental authority. In addition, Landlord
agrees to cooperate fully with Tenant, without cost or expense to Landlord, in
connection with the exercise by Tenant of any of its rights under this Lease. In
particular, and without limitation, Landlord agrees to execute utility easements
and such other documents as Tenant may reasonably request.

     7.4  Repairs by Landlord:  Landlord shall have no obligation to make any
repairs or alterations to the demised premises or any part thereof.

                            ARTICLE VIII.   Notices

     8.1  Notices:  All notices sent or required to be sent hereunder shall be
sent by registered or certified mail, return receipt requested, postage prepaid;
if sent to Landlord, the same shall be addressed to Landlord c/o Altid
Enterprises, LLC, 17 Monsignor O'Brien Highway, P.O. Box 410207, Cambridge,
Massachusetts 02141-0002 or to such other person or address as Landlord may
hereafter designate by notice to Tenant; if sent to Tenant, the same shall be
addressed to Tenant at 15 Elizabeth Drive, Chelmsford, Massachusetts 01824 Attn:
Jeffrey J. Myrdek, Global Facilities Manager, and with a copy to Brown Rudnick
Berlack Israels LLP, One Financial Center, Boston, Massachusetts 02111, Attn:
David H. Murphree, Esq., or to such other person or address as Tenant may
hereafter designate by notice to Landlord. If Tenant


                                       9



has given notice to Landlord of the name and address of any mortgagee of the
demised premises, a duplicate copy of every notice to Tenant shall be given to
said mortgagee at said address by registered or certified mail, return receipt
requested, postage prepaid. Such mortgagee shall have the same rights as
Tenant, and a reasonable period of time after receipt by it of notice of a
failure of Tenant, to correct any failure of Tenant.

                     ARTICLE IX. Subordination to Mortgages

     9.1  Mortgage Holder's Election: Subject to the requirement that any such
first mortgagee must first enter into a Non-Disturbance Agreement (as defined
below) as a precondition to subordination, it is agreed that the right and
interest of Tenant under this Lease shall be: (i) subject and subordinate to
the lien of any present or future first mortgage (and to any and all advances
to be made thereunder, and to the interest thereon) upon the demised premises or
any property of which the demised premises are a part, if the holder of such
mortgage shall elect, by notice to Tenant, to subject and subordinate the right
and interest of Tenant under this Lease to the lien of its mortgage; or (ii)
prior to the lien of any present or future first mortgage if the holder of such
mortgage shall elect, by notice to Tenant, to give the right and interest of
Tenant under this Lease priority to the lien of its mortgage. It is understood
and agreed that the holder of such mortgage may also elect, by notice to
Tenant, to make some provisions hereof subject and subordinate to the lien of
its mortgage while granting other provisions hereof priority to the lien of its
mortgage. In the event of any of such elections, and upon notification by the
holder of such mortgage to that effect, the right and interest of Tenant under
this Lease shall be deemed to be subordinate to, or to have priority over, as
the case may be, the lien of said mortgage, irrespective of the time of
execution or time of recording of any such mortgage. Tenant agrees that it
will, upon request of Landlord, execute, acknowledge and deliver any and all
instruments deemed by Landlord necessary or desirable to evidence or to give
notice of such subordination or priority in a commercially reasonable form
consistent with the provisions of this Lease and as approved by Tenant and its
counsel. The word "mortgage" as used herein includes mortgages, deeds of trust
or other similar instruments and modifications, consolidations, extensions,
renewals, replacements and substitutes thereof.

     9.2  Non-Disturbance Agreement: Notwithstanding anything to the contrary
contained in this Article 9, Tenant shall not be required to subordinate this
Lease and the lien hereof to the lien of any future mortgage unless the holder
of such mortgage shall enter into an agreement with Tenant, recordable in form
(a "Non-Disturbance Agreement"), in a commercially reasonable form consistent
with the provisions of this Lease and as approved by Tenant and its counsel,
and to the effect of the following listed provisions in Sub-paragraphs 9.2.1
through 9.2.4. Upon request of Tenant, each holder of a mortgage on the demised
premises (including without implied limitation that holder of any mortgage in
place as of the time of execution of this Lease) shall enter into a
Non-Disturbance Agreement (whether or not such mortgage holder has elected to
subordinate Tenant's interest).

     9.2.1 Non-Disturbance of Tenant: In the event of foreclosure of, or
transfer by deed in lieu of foreclosure, or similar action taken under, such
mortgage, Tenant's possession of the demised premises shall not be terminated
or disturbed by such mortgage holder or anyone claiming under such mortgage
holder so long as Tenant shall not be in default of any material provision
under this Lease beyond any applicable notice and cure periods.

                                       10


     9.2.2  Liability of Mortgagee/Successor: In the event that the holder of a
mortgage shall succeed to Landlord's right, title and interest in this Lease, it
is expressly understood and agreed that such mortgage holder shall not be liable
for the performance of any of Landlord's obligations hereunder, except for the
performance of those obligations which arise or continue during the period of
time that such mortgage holder holds Landlord's right, title and interest in
this Lease. For purposes of this paragraph, such mortgage holder shall not be
deemed to hold Landlord's right, title and interest by virtue of any type of
collateral assignment of this Lease to it; it being understood that said holder
shall only be deemed to hold Landlord's right, title and interest if it shall
foreclose its mortgage or take a deed in lieu of foreclosure.

     9.2.3  Recognition of Purchase Option: Any such mortgage holder must
expressly recognize and confirm the effect and enforceability of and acknowledge
that its interest is subject to Tenant's Purchase Option under Article 16 below
and that Tenant's Purchase Option shall continue in full force and effect after
any foreclosure of such mortgage or deed given in lieu of foreclosure, or after
any subsequent transfer to anyone claiming under such mortgage holder.

     9.2.4  Intervening Liens: Any Non-Disturbance Agreement shall be solely for
the benefit of the mortgage holder that is party to such agreement, and its
successors in interest in the mortgage or in the demised premises, as the case
may be, and shall not be enforceable for the benefit of the holder or any
intervening lien to which the mortgage holder is subordinate (either by priority
or through the effect of subordination).

     9.3    Notice for Mortgagee: After receiving notice from Landlord or from
any person, firm or other entity that such person, firm or other entity holds a
mortgage, as hereinbefore defined, which includes the demised premises as all or
as part of the mortgaged premises, no notice from Tenant to Landlord shall be
effective unless and until a copy of the same is given by certified or
registered mail to such holder, and the curing of any of Landlord's defaults by
such holder shall be treated as performance by Landlord. Tenant agrees that if
Landlord does not cure any default specified in a notice of default given by
Tenant to Landlord within fifteen (15) calendar days after Landlord's receipt
thereof, then Tenant shall give further notice of that fact to such mortgage
holder, and such mortgage holder shall thereupon, if it shall so elect, have the
right, but not the obligation, to cure the default of Landlord within twenty
(20) calendar days after its receipt of such further notice from Tenant, and in
case of a default which cannot, with due diligence, be cured within said twenty
(20) days, then the twenty (20) days shall be extended for such period as may be
necessary to complete the curing of the same with all due diligence and
continuity. This paragraph 9.3 benefits the holder of any mortgage entitled to
notices and shall not affect the rights of Tenant against the Landlord absent
prejudice to such mortgage holder.

     9.4  Mortgagee Consent: Finally, Tenant agrees that so long as any present
or future first mortgage shall remain in effect Tenant shall not alter, modify,
amend, change, surrender or cancel this Lease nor pay the rent due hereunder in
advance for more than thirty (30) days, except as may be required herein,
within the prior written consent of the holder thereof, and Tenant will not
seek to be made an adverse or defendant party in any action or proceeding
brought to enforce or foreclose such mortgage. Tenant further agrees that it
shall not subordinate its interest in this Lease to the lien of any junior
mortgage, security agreement or lease affecting the demised premises, unless
the holder of the first mortgage shall consent thereto.

                                       11

'                  ARTICLE X. Fire and Casualty and Restoration

     10.1  Fire and Casualty and Restoration: If any of the buildings or other
improvements on the demised premises shall be damaged or destroyed or rendered
untenantable, in whole or in part, by fire, the elements or any other cause,
such damage or destruction or conditions rendering said premises untenantable
shall not operate to terminate this Lease, but this Lease shall continue in
full force and effect, and without any reduction or abatement of rent of any
kind whatsoever. Neither Landlord nor Tenant shall be obligated to repair or
restore the demised premises or any portions thereof to the condition preceding
such damage or destruction or rendering untenantable or any other condition.

     10.2  Tenant's Election to Restore: In the event that Tenant elects to
restore the demised premises after any casualty, then Tenant shall be permitted
to retain all proceeds of insurance from such casualty, provided that Tenant
shall restore the structure and base building improvements of the demised
premises (i.e. that portion of the demised premises equivalent to the demised
premises as delivered to Tenant at the outset of the term of this Lease before
the construction of Tenant's improvements and alterations) (the "Base
Building") to a value equivalent to the value of the demised premises as
delivered at the outset of the term of this Lease.

     10.3  Landlord's Approval of Reconstruction: The design of the Base
Building to be reconstructed following casualty shall be subject to the
approval of Landlord, not to be unreasonably withheld, conditioned or delayed.
Tenant shall submit plans for the reconstruction of the demised premises for
Landlord's approval consistent with the process provided in Paragraph 7.1.1
above. During the Original Term, Tenant may elect to proceed with
reconstruction of the demised premises following casualty without the approval
of the Landlord of the design of the Base Building, provided that to the extent
the Landlord has not approved the design of the structural elements of the
demised premises as reconstructed, then Landlord shall have the right to "put"
the demised premises to Tenant at the Purchase Price referred to in Article 16
below and Tenant shall be obligated to purchase the demised premises at the
Purchase Price pursuant to the process provided in Section 16.3 below for the
Put Option.

     10.4  Tenant's Election to Delay Reconstruction: To the extent that Tenant
intends that it may undertake reconstruction of the demised premises following
a casualty, but Tenant has elected to delay such reconstruction, Tenant may
retain the proceeds of insurance from such casualty in a segregated account
subject to escrow arrangements reasonably satisfactory to Landlord and
Landlord's mortgagee. In the event that Tenant exercises its Purchase Option,
Tenant may retain the proceeds of insurance from such casualty regardless of
Tenant's intent to restore the demised premises.

     10.5  Proceeds Paid to Landlord: At any point, if Tenant elects finally
and irrevocably not to restore the demised premises following a casualty, and
if Tenant has declined to exercise its Purchase Option, the insurance proceeds
from such casualty shall be paid to Landlord to the extent of the value of the
demised premises as delivered to Tenant at the outset of the term of this Lease
before the construction of Tenant's improvements and alterations, provided that
if Landlord receives the insurance proceeds from such a casualty, then the
Landlord's Put Option shall be of no further force and effect.


                                       12

                           ARTICLE XI. Right of Entry

     11.1 Right of Entry: Landlord shall have the right at all reasonable times
during the term of this Lease to enter upon the demised premises for the purpose
of inspecting the same, and, if Tenant has not exercised its Purchase Option,
during the six (6) month period prior to the expiration of the term, Tenant will
permit Landlord to enter upon the demised premises at reasonable times for the
purpose of showing the same to prospective tenants. Any entry by Landlord shall
be made after reasonable prior notice to Tenant (and in the case of entry to
premises subleased by Tenant to a sublessee, notice to Tenant and such
sublessee). Except in the case of emergency, reasonable prior notice shall
include at a minimum written notice of (a) the proposed time of entry, (b) the
individuals or parties proposed to enter the property, and (c) a contact person
representing the Landlord for coordination, and shall be given at lease one full
business day prior to the proposed time of entry. In case of emergency, prior
notice shall be limited or waived as is reasonable in the circumstances. Any
such entry shall be made without unreasonable interference with Tenant (or, if
applicable such sublessee's business), and such right of entry shall be subject
to any security measures adopted by Tenant (or, if applicable, such sublessee).

                              ARTICLE XII. Default

     12.1 Landlord's Self-Help: If Tenant shall default in the performance or
observance of any agreement or condition in this Lease contained on its part to
be performed or observed other than an obligation to pay money to Landlord, and
shall not cure such default within thirty (30) days after notice from Landlord
specifying the default (or shall not within said period commence to cure such
default and thereafter prosecute the curing of such default to completion with
due diligence), Landlord may, at its option, without waiving any claim for
damages for breach of agreement, at any time thereafter cure such default for
the account of Tenant, and any amount paid or any contractual liability incurred
by Landlord in so doing shall be deemed paid or incurred for the account of
Tenant, and Tenant agrees to reimburse Landlord therefore or save Landlord
harmless therefrom; provided that Landlord may cure any such default as
aforesaid prior to the expiration of said waiting period but after notice to
Tenant, if the curing of such default prior to the expiration of said waiting
period is reasonably necessary to protect the real estate or Landlord's interest
therein, or to prevent injury or damage to persons or property. If Tenant shall
fail to reimburse Landlord upon demand for any amount paid for the account of
Tenant hereunder, said amount shall be added to and become due as a part of the
next payment of rent due hereunder.

     12.2 Tenant's Default: (1) If rent or any other payment required to be
made hereunder shall not be paid for more than ten (10) days after Tenant shall
have received notice from Landlord of the failure of payment hereof; or (2) if
there shall be a failure in the performance or observance of any other agreement
or condition contained herein on the part of Tenant to be performed or observed
and such failure shall not be corrected within thirty (30) days after Tenant
shall receive notice from Landlord of such failure (or such longer period as may
be required to correct such failure if within said thirty (30) day period Tenant
shall commence to correct the same and thereafter diligently pursue the
correction thereof), then Landlord shall have the right, at its election, to
terminate the term of this Lease by giving notice to Tenant of the exercise of
said election, and in the event of Landlord's giving such notice of election to
terminate, the term

                                       13

of this Lease shall terminate on the date designated therefore in said notice,
which date shall be not less than three (3) days after the receipt of such
notice by Tenant, and thereupon, or at any time thereafter, and without any
further notice or demand, Landlord may re-enter the demised premises in the
manner prescribed by law.

     In case of any such termination, Tenant will indemnify Landlord against
all loss of rent and other payments provided herein to be paid by Tenant to
Landlord between the time of termination and the expiration of the term of
this Lease as then constituted. It is understood and agreed that at the time of
the termination or at any time thereafter Landlord may rent the demised
premises, and for a term which may expire after the expiration of the term of
this Lease, without releasing Tenant from any liability whatsoever, that Tenant
shall be liable for any expenses incurred by Landlord in connection with
obtaining possession of the demised premises and in connection with any
reletting, including, but, without limitation, reasonable attorney's fees and
reasonable brokers' fees, and that any monies collected from any reletting
shall be applied first to the foregoing expenses and then to payment of rent
and all other payments due from Tenant to Landlord. Landlord shall use
commercially reasonable efforts to mitigate its damages arising from Tenant's
default or termination of this Lease in case of Tenant's default.

     It is expressly understood and agreed that no action or proceeding to oust
Tenant from possession or to terminate the term of this Lease shall be taken or
brought by Landlord unless the notices herein specified be first given and the
times to cure defaults hereinabove specified have expired without such defaults
having been cured.


                        ARTICLE XIII.   Eminent Domain


     13.1 Eminent Domain: If the whole of the demised premises shall be taken
by right of eminent domain, this Lease shall be terminated as of the time of
the taking and rent shall be apportioned and adjusted as of said time.

     13.2 Partial Condemnation: If a part of the demised premises shall be
taken by right of eminent domain, this Lease shall not be terminated but Fixed
Rent shall thereafter abate in proportion to the area of the demised premises
so taken, except that if at such time there shall be a sublease or subleases in
existence on portions of the demised premises, the Fixed Rent shall thereafter
abate in the same proportion as the annual rent under said sublease or
subleases shall be abated on account of such taking.

     13.3 Condemnation Award: Landlord and Tenant shall jointly prosecute and
settle the proceedings for the determination and payment of the award payable
on account of any such taking, and the cost of such proceedings shall be a
first charge against the award received. The net award shall be divided between
Landlord and Tenant as follows: first, Landlord shall be entitled to so much of
the net award as is fairly allocable to the reversionary value of the land
taken; and second, Tenant shall be entitled to so much of the net award as is
fairly allocable to the leasehold value of the land taken and to so much of the
award as is fairly allocable to the improvements taken; it being intended that
the net award shall be fairly allocated, first between land taken and
improvements taken, and then that the portion so allocated to land taken shall
be further fairly allocated between (i) reversionary value and (ii) leasehold
value. Notwithstanding the foregoing, out of the net award and before any
division between Landlord and Tenant as




                                      14


provided above there shall be paid to the holders of the mortgages placed on
the demised premises, or any part or parts thereof, by Tenant or by Landlord at
Tenant's request pursuant to the provisions of Article 12, either the balance
unpaid on said mortgages together with interest to date of payment if this
Lease be terminated as aforesaid or the requirements of the holders of said
mortgages if this Lease not be so terminated; and if this Lease shall not be
terminated by reason of said taking subject to Article 9 above, there shall be
paid to Tenant the cost of repairing and restoring the improvements which
remain upon the demised premises after said taking.

     13.4  Condemnation/Personal Property: Tenant's right and the right of
subtenants of Tenant to receive compensation or damages for its fixtures or
personal property shall not be affected in any manner by any provision in this
Article 13 contained.


                           ARTICLE XIV. Force Majeure

     14.1  Force Majeure: In any case where either party hereto is required to
do any act (other than make a payment of money) delays caused by or resulting
from Act of God, war, civil commotion, fire or other casualty, labor
difficulties, general shortages of labor, materials or equipment, government
regulations or other causes beyond such party's reasonable control shall not be
counted in determining the time when the performance of such act must be
completed, whether such time be designated by a fixed time, a fixed period of
time or "a reasonable time".


                           ARTICLE XV. Saving Clause

     15.1  Saving Clause: It is agreed that if any provision of this Lease
shall be determined to be void by any court of competent jurisdiction, then
such determination shall not affect any other provision of this Lease, all of
which other provisions shall remain in full force and effect; and it is the
intention of the parties hereto that if any provision of this Lease is capable
of two constructions, one of which would render the provision void and the
other of which would render the provision valid, then the provision shall have
the meaning which renders it valid. The failure of Landlord or Tenant to insist
upon a strict performance of any of the terms, conditions and covenants herein
shall not be deemed a waiver of any subsequent breach of any of the terms,
covenants and conditions herein contained.


                         ARTICLE XVI. Right to Purchase

     16.1  Right to Purchase: Tenant shall have a one time right to purchase
the entire demised premises at its election (the "Purchase Option") for a
purchase price of $8,400,000.00 (the "Purchase Price"). Tenant shall exercise
the Purchase Option by giving Landlord written notice of its election no
earlier than October 1, 2012, and no later than the later to occur of either
(a) September 30, 2013 or (b) the date which is ten (10) business days after
the receipt by Tenant of a written reminder notice from Landlord to Tenant (the
"Purchase Option Reminder Notice") which expressly (a) refers to the Purchase
Option, and (b) states that the Purchase Option shall expire on the later of
September 30, 2013, or ten (10) business days after the date of receipt of the
Purchase Option Reminder Notice. The Purchase Option Reminder Notice shall be
delivered no earlier than October 1, 2012.


                                       15

     16.2  Closing of the Purchase Option: The closing of the purchase of the
demised premises pursuant to the Purchase Option shall be carried out under the
terms and conditions set forth in Exhibit D attached.

     16.3  Landlord's Put: In the event that Landlord has the right to "put"
the demised premises to Tenant (the "Put Option") pursuant to Paragraph 4.1.2,
Paragraph 7.1 or Paragraph 10.3, then Landlord may exercise the Put Option by
giving written notice of Landlord's election to Tenant during a period of sixty
(60) days beginning on the later of either October 1, 2013, or ten (10)
business days after the date of receipt of the Purchase Option Reminder Notice.
If Landlord elects to exercise its Put Option to force Tenant to purchase the
demised premises, then Landlord and Tenant shall proceed to close the purchase
of the demised premises pursuant to the provisions for the closing on the
Purchase Option as if Tenant had timely elected to purchase the demised
premises pursuant to its Purchase Option.


                         ARTICLE XVII. Notice of Lease

     17.1  Notice of Lease: At the request of either party Landlord and Tenant
will execute a short form lease or a notice of lease, recordable in form, as
may be required by the laws of the state in which the demised premises are
located so that notice of this Lease may be on record. The form of Notice of
Lease is attached as Exhibit E.


                 ARTICLE XVIII. Definitions and Interpretations

     18.1  Definitions and Interpretations: The words "Landlord" and "Tenant"
and the pronouns referring thereto, as used in this Lease, shall mean, where
the context requires or admits, the persons named herein as Landlord and as
Tenant, respectively, and their respective heirs, legal representatives,
successors and assigns, irrespective of whether singular or plural, masculine,
feminine or neuter. This Lease shall bind and inure to the benefit of the
parties hereto and their respective heirs, legal representatives, successors
and assigns. In the event of a transfer by any holder of Tenant's interest in
this Lease, such holder shall thereupon be relieved of all obligations of
Tenant thereafter accruing under this Lease and it shall be deemed that the
transferee has assumed and agreed to carry out all of the obligations of Tenant
under this Lease during such transferee's ownership. If Landlord shall be more
than one person, the obligations of Landlord shall be joint and several.

     18.2  Exculpation: If all or any part of Landlord's interest in this Lease
shall be held by a trust, no trustee, shareholder or beneficiary of said trust
shall be personally liable for any of the covenants, or agreements, express or
implied, hereunder. The covenants and agreements of such party shall be binding
upon the trustees of said trust as trustees as aforesaid and not individually
and upon the trust estate. Without limiting the generality of the foregoing,
and whether or not Landlord's interest in this Lease shall be held by a trust,
Tenant specifically agrees to look solely to the Landlord's interest in the
demised premises (or the proceeds of sale, condemnation or insurance) for
recovery of any judgment from Landlord. The parties acknowledge that the
provisions of this Paragraph 18.2 are subject to the limitations of applicable
law (i.e. Mass. Gen. Laws ch. 186, section 15).


                        ARTICLE XIX. Hazardous Material


                                       16


     19.1 Hazardous Material: Tenant shall not (either with or without
negligence) cause or permit the escape, disposal or release of any biologically
or chemically active or other hazardous substances, or materials. Tenant shall
not allow the storage or use of such substances or materials in any manner not
sanctioned by law or by the highest standards prevailing in the industry for the
storage and use of such substances or materials, nor allow to be brought into
the Lot any such materials or substances except to use in the ordinary course of
Tenant's business, and then only after written notice is given to Landlord of
the identity of such substances or materials (collectively "Hazardous
Materials"). Without limitation, hazardous substances and materials shall
include those described in the Comprehensive Environmental Response,
Compensation and Liability Act of 1980, as amended, 42 U.S.C. Section 9601 et
seq., the Resource Conservation and Recovery Act, as amended, 42 U.S.C. Section
6901 et seq., any applicable state or local laws and the regulations adopted
under these acts. If any lender or governmental agency shall ever require
testing to ascertain whether or not there has been any release of hazardous
materials caused by Tenant or persons acting under Tenant, then the reasonable
costs thereof shall be reimbursed by Tenant to Landlord upon demand as
additional rent if such requirement applies to the demised premises. In
addition, Tenant shall execute affidavits, representations and the like from
time to time at Landlord's request concerning Tenant's best knowledge and belief
regarding the presence of hazardous substances or materials on the demised
premises. In all events, Tenant shall indemnify Landlord in the manner elsewhere
provided in this Lease from any release of hazardous materials on the demised
premises occurring while Tenant is in possession, or elsewhere if caused by
Tenant or persons acting under Tenant. The within covenants shall survive the
expiration or earlier termination of the term of this Lease.

                     ARTICLE XX.    Effectiveness of Lease

     20.1 Effectiveness of Lease: Upon execution of this Lease Landlord shall
deliver possession of the demised premises to Tenant, and during the period
between such delivery of possession and the commencement of the term of this
Lease all of the provisions of this Lease, except those relating to the payment
of rent (Fixed and additional), shall apply, to the extent that said provisions
may be made applicable to said period, it being expressly understood that Tenant
shall have the right and privilege prior to the commencement of the term, and
subject to the terms of the Existing Lease of entering the demised premises for
the purpose of commencing construction thereon without any liability to Landlord
for rent or other payments.

                             ARTICLE XXI.   Brokers

     21.1 Brokers: Tenant warrants that it has dealt with no brokers in
connection with obtaining this Lease except for Barry Joyce & Partners and CRESA
Partners ("the Brokers"). Landlord shall, by separate agreement, pay all fees
and commissions due the Brokers for bringing about the execution and delivery of
this Lease, and agrees to defend, indemnify and save Tenant harmless from any
and all claims from any broker other than the Brokers.

                         ARTICLE XXII.  Representatives

     22.1 Representatives: From time to time during the term of this Lease, the
Tenant and the Landlord shall each appoint an individual representative,
respectively "Tenant's

                                       17

Representative" and "Landlord's Representative" who shall be empowered to
receive communications and have the authority to deal with matters of the day
to day administration of this Lease. Initially Tenant's Representative shall be
Jeffrey J. Myrdek, Global Facilities Manager, and Landlord's Representative
shall be Edward F. Carye.

     IN WITNESS WHEREOF, Landlord and Tenant have caused this Lease to be
executed as a sealed instrument as of the day and year first above written.


                                             LANDLORD:
                                             BerCar II LLC, BY ITS MANAGERS:

                                             ALTID ENTERPRISES, LLC

                                             By: /s/ Raymond F. Carye
                                                ____________________________
                                                Raymond F. Carye, Manager


                                             By: /s/ Barbara F. Carye
                                                ____________________________
                                                Barbara F. Carye, Manager


                                             SENNEN REALTY TRUST

                                             /s/ Edward F. Carye
                                             _______________________________
                                             Edward F. Carye, Trustee

                                             /s/ Barbara J. Hausman
                                             _______________________________
                                             Barbara J. Hausman, Trustee



                                             TENANT:

                                             BROOKS-PRI AUTOMATION, INC.

                                             By /s/ Ellen B. Richstone
                                                ______________________
                                                Name: Ellen B. Richstone
                                                Title: SR. VP of Finance
                                                       & ADM, CFO


                                             ATTEST:

                                             By /s/ Collette R. Piche
                                                _______________________
                                                Name: Collette R. Piche
                                                Title: Executive Assistant


                                       18

                                   SCHEDULE A

                            LEGAL DESCRIPTION OF LOT

     A certain parcel of land, with the building thereon, situated in
Chelmsford, Middlesex County, Massachusetts, being shown as Lot 2 on a plan
entitled "Subdivision Plan of Land in Chelmsford, Mass., as drawn for Raymond A.
and Barbara F. Carye," dated October 24, 1979, recorded in the Middlesex County,
North District, Registry of Deeds in Plan Book 130 as Plan 159, and being more
particularly bounded and described as follows:


NORTHWESTERLY                      by Elizabeth Drive, by two lines measuring
                                   one hundred twenty-nine and 01/100 (129.01)
                                   feet and two hundred thirty and 21/100
                                   (230.21) feet, respectively;

NORTHEASTERLY                      by Lot B, as shown on said plan, two
                                   hundred forty-two and 86/100 (242.86) feet;

NORTHWESTERLY                      again, by said Lot B, by two lines measuring
                                   four hundred forty-five (445) feet and two
                                   hundred sixteen and 61/100 (216.61) feet,
                                   respectively;

EASTERLY                           by Lot A, as shown on said plan, one
                                   hundred sixty-five and 80/100 (165.80) feet;


SOUTHEASTERLY                      by land n/f of Graham and Stella Penny, two
                                   hundred sixty-seven and 95/100 (267.95) feet;

EASTERLY                           again, by said land of Penny, two hundred
                                   ninety-two and 96/100 (292.96) feet;

SOUTHEASTERLY                      by land n/f of Barnard and Evelyn George,
                                   n/f of Otis and Florence Walker, n/f of
                                   Earle and Barbara Bomeage and n/f of William
                                   and Fran Harris, three hundred (300) feet
                                   to an iron pin;

SOUTHWESTERLY                      by land n/f of Alpa Wrecking Co., one
                                   hundred ninety-three (193) feet;

SOUTHERLY                          by land n/f of said Alpa Wrecking Co., three
                                   hundred twenty-nine and 59/100 (329.59)
                                   feet; and

WESTERLY                           by Lot 1, as shown on said plan, by two
                                   lines measuring two hundred sixty-six (266)
                                   feet and one hundred thirty-four and 02/100
                                   (134.02) feet, respectively.

                                   SCHEDULE B

                   Landlord's Representations and Warranties


(A)  Landlord is the owner in fee simple of the demised premises and has full
right, power and authority to execute and perform this Lease and to grant the
estate herein demised.

(B)  The demised premises are subject to no mortgages, leases, easements,
restrictions, encroachments, liens, agreements, claims or other encumbrances
(collectively called "Encumbrances") except as may be expressly set forth on
Schedule A. Tenant shall within one thirty (30) days after the execution and
delivery of this Lease obtain a Title Binder of a title insurance company
acceptable to Tenant, dated as of a time subsequent to the recording of this
Lease, or a short form thereof, committing the title insurance company to insure
to Tenant the leasehold interest of Tenant, upon payment of the title insurance
company's regular premium therefore, subject only to such Encumbrances as shall
be set forth in such Title Binder. If such Title Binder shall show Encumbrances
in addition to the Encumbrances set forth in Schedule A, Tenant shall have the
right at its election, exercised by Tenant's giving notice to Landlord within
fifteen (15) days thereafter, to terminate this Lease or to cause said
additional Encumbrances to be removed as exceptions to title. If this Lease
shall be terminated as aforesaid, this Lease shall become void and neither
Landlord nor Tenant shall have any claim against the other under this Lease or
on account of the termination hereof. If Tenant shall cause any of said
Encumbrances to be removed as exceptions, Landlord shall reimburse Tenant for
the reasonable cost to Tenant thereof, and the amount of such cost not so
reimbursed shall be deducted by Tenant from Fixed Rent.

(C)  The demised premises contains parking for 5.8 cars per 1,000 square feet
of Rentable Floor Area as of the date of this Lease.

(D)  Tenant, on paying the rent herein reserved and performing and observing
the agreements and conditions in this Lease contained on the part of Tenant to
be performed and observed, shall subject to the Existing Lease, peaceably and
quietly have, hold and enjoy the demised premises during the full term of this
Lease, free from molestation by any party whatsoever.

(E)  Landlord has no knowledge of the presence or release of any Hazardous
Materials at the demised premises except as disclosed in the environmental
reports listed in attached Exhibit F.

(F)  The copy of the Existing Lease of Hittite Microwave Corporation separately
provided to Tenant is correct and complete and includes all amendments thereto.
The estoppel certificate of Hittite Microwave Corporation delivered under
separate cover to Tenant (in the form of Exhibit B) is correct and complete as
of the date of this Lease.

(G)  The schedule of encumbrances listed on the Title Commitment is correct and
complete as of the date of this Lease.

(H)  To Landlord's knowledge, the demised premises is not affected by or subject
to any pending or threatened (x) condemnation suits or similar proceedings, (y)
claims, charges, complaints, petitions or unsatisfied orders by or before any
administrative agency or court, or (z) litigation, claims, actions, complaints,
petitions or unsatisfied order by or in favor of any party whatsoever, including
without limitation any mechanics' or materialmen's liens which, with respect to
any of the foregoing, are reasonably expected to have a material and adverse
effect on the demised premises; and

(I)  To Landlord's knowledge, Landlord has not received from any governmental
authority having jurisdiction over the demised premises any notice alleging any
material violation by the demised premises of any law or any ordinance, order
or regulation of any governmental authority, including, but not limited to,
building, zoning, fire, disability, safety and health ordinances, statues,
regulations and requirements.

                                   EXHIBIT A

              FORM OF ASSIGNMENT AND ASSUMPTION OF LEASE AGREEMENT

                  ASSIGNMENT AND ASSUMPTION OF LEASE AGREEMENT

     This Assignment and Assumption of Leases (this "Agreement") is made and
entered into as of the ___ day of __________, 2002 by and between BerCar II,
LLC, a Massachusetts Limited Liability Company ("Assignor"), and Brooks-PRI
Automation, Inc., a Delaware corporation ("Assignee").

                                  WITNESSETH:

     WHEREAS, concurrently with the execution and delivery of this Agreement,
Assignor is leasing to Assignee, by a Lease Agreement dated as of ________,
2002 by and between Assignor, as Landlord, and Assignee, as Tenant (the "Master
Lease"), that certain real property legally described in Exhibit A attached
hereto and made a part hereof for all purposes (the "Property");

     WHEREAS, Assignor has agreed to assign to Assignee a certain lease as
hereinafter set forth;

     NOW, THEREFORE, in consideration of the receipt of Ten Dollars ($10.00),
the assumptions by Assignee hereinafter set forth and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
Assignor and Assignee agree as follows:

     1.   Assignor does hereby ASSIGN, SET OVER and DELIVER to Assignee, its
successors and assigns, all of landlord's/lessor's right, title and interest in
that certain Lease dated July 6, 1999, as amended by Amendment A dated as of
August 15, 1999 by and between Assignor, as landlord, and Hittite Microwave
Corporation ("Hittite"), as tenant (the "Hittite Lease"), together with any and
all refundable tenant security and other refundable deposits in landlord's/
lessor's possession with respect to said Hittite Lease as of the date of this
Agreement (collectively, the "Deposits"). A schedule of such Deposits is
attached as Exhibit B.

     2.   Assignee hereby assumes and hereby covenants and agrees to fully and
faithfully perform, observe and comply with all of the covenants, agreements,
conditions and other terms and provisions stated in the Hittite Lease which,
under the terms of the Hittite Lease, are to be performed, observed, and
complied with by the landlord from and after the date of this Agreement.
Assignee acknowledges that Assignee shall become solely responsible and liable
on the Hittite Lease as landlord thereunder from and after the date hereof and
Assignee hereby agrees to indemnify, release and hold Assignor harmless from
and against any and all claims pertaining to the Hittite Lease, arising from
events occurring from and after the date of this Agreement, including, without
limitation, claims made by Hittite with respect to the Deposit to the extent
paid or assigned to Assignee or for which Assignee received a credit at Closing.

     3.   This Assignment is made in connection with the Master Lease and on
the condition that in the event of any reversion of the Assignee's interest as
"Tenant" under the Master Lease to Assignor as "Landlord" under the Master
Lease, or its successor as the owner of

the Property, then this Assignment shall be of no further force or effect
thereafter, and the Hittite Lease shall be automatically deemed reassigned to
Assignor. The Assignee shall cooperate in executing any reasonable agreement or
instrument confirming the effect of such reassignment. No such reassignment
shall relieve Assignee from its liabilities and obligations as the holder of the
interest of the landlord named under the Hittite Lease that arise during or with
respect to the period that Assignee holds such interest.

     4.  This Assignment shall inure to the benefit of, and be binding upon, the
successors, executors, administrators, legal representatives and assigns of the
parties hereto.

     5.  This Assignment shall be construed under and enforced in accordance
with the laws of the Commonwealth of Massachusetts.

     6. This Assignment may be executed in two or more counterparts, and it
shall not be necessary that any one of the counterparts be executed by all of
the parties hereto. Each fully or partially executed counterpart shall be
deemed an original, but all of such counterparts taken together shall
constitute one and the same instrument.




                     [SIGNATURE PAGE ON FOLLOWING PAGE]


EXECUTED effective as of the date first above written.

                                        ASSIGNOR:

                                        BERCAR II, LLC, by its Managers:

                                        ALTID ENTERPRISES, LLC


                                        By:
                                           -----------------------------
                                        Raymond F. Carye, Manager


                                        By:
                                           -----------------------------
                                        Barbara F. Carye, Manager


                                        SENNEN REALTY TRUST

                                        By:
                                           -----------------------------
                                        Edward F. Carye, Trustee


                                        By:
                                           -----------------------------
                                        Barbara J. Hausman, Trustee


                                        ASSIGNEE:

                                        BROOKS-PRI AUTOMATION, INC.

                                        By:
                                           -----------------------------
                                        Name:
                                        Title:


























                                   Exhibit A
                                  -----------

                         [Description of Real Property]
























                                   Exhibit B
                                 ------------

                                    Deposits



























                                   EXHIBIT B

            FORM OF TENANT ESTOPPEL OF HITITE MICROWAVE CORPORATION

                                TENANT ESTOPPEL
                                ---------------

To:  Brooks-PRI Automation, Inc.
     15 Elizabeth Drive
     Chelmsford, MA 01824
     Attn: Jeffrey J. Myrdek, Global Facilities Manager

Re:  Lease dated July 6, 1999, as amended by Amendment A dated as of August 15,
     1999 (collectively, the "LEASE") by and between BerCar II, LLC, as landlord
     (the "MASTER LANDLORD"), and Hittite Microwave Corporation, as tenant (the
     "TENANT"), with respect to the premises described in the Lease as
     approximately 34,000 square feet (the "PREMISES") and which are a part of
     the property located at 12 Elizabeth Drive, Chelmsford, MA 01824 (the
     "PROPERTY").


Ladies and Gentlemen:

     The undersigned Tenant understands that Brooks-PRI Automation, Inc. (the
"SUB-LANDLORD") and Master Landlord have or will be entering into a lease
agreement ("MASTER LEASE") whereby Sub-Landlord will be leasing the entire
Property (including the Premises) from Master Landlord. In connection with the
Master Lease, Master Landlord and Sub-Landlord have or will enter into an
Assignment and Assumption of Lease Agreement under which Master Landlord will
assign to Sub-Landlord and Sub-Landlord will assume from Master Landlord,
Master Landlord's interest in the Lease.

     Tenant understands that Sub-Landlord will rely upon the information and
matters set forth below in entering into the Master Lease. For purposes of this
certificate the Master Landlord and the Sub-Landlord are referred to
collectively as "LANDLORD".

     The Tenant, for the benefit of Sub-Landlord, its successors and assigns,
hereby certifies, represents, warrants, agrees and acknowledges that:

     1.   The Lease has not been assigned, amended or modified in any way, nor
have the Premises been sublet in whole or in part, except for the following [if
no exceptions are stated, there are NONE]:
                                           -------------------------------------
- --------------------------------------------------------------------------------
- -------------------------------------------------------------------------------.

     2.   A true and complete copy of the Lease, including, if any, all
amendments and modifications, is attached hereto as Exhibit A. There are no
side letters or other arrangements relating to the Premises or the Property.

     3.   The Lease is presently in full force and effect according to its
terms and is the valid and binding obligation of Tenant.



                                      -1-

     4.   Neither Tenant nor Landlord is in default under the Lease nor does any
state of facts exist which with the passage of time or the giving of notice, or
both, could constitute a default under the Lease.

     5.   All conditions under the Lease to be satisfied by Landlord as of the
date hereof (including, without limitation, all work, if any, to be performed by
Landlord in the Premises or the Property) have been satisfied, and all
contributions, if any, required to be paid by Landlord under the Lease to date
for improvements to the Premises have been paid, except as hereafter stated [if
no exceptions are stated, there are NONE]:
                                          ------------------------------------

- ------------------------------------------------------------------------------.

     6.   Tenant is in possession of the Premises and is fully obligated to pay
and is paying the rent and other charges due under the Lease and is fully
obligated to perform and is performing all of the other obligations of Tenant
under the Lease, except as hereafter stated [if no exceptions are stated, there
are NONE]:
          ---------------------------------------------------------------------

- ------------------------------------------------------------------------------.

     7.   The term of the Lease commenced on           ,    , and expires on
                                             ---------- ----
          ,    .
- ---------- ----

     8.   The Lease does not provide for any payments (including, without
limitation, rent credits) by Landlord to Tenant which are presently due and
payable, or which are due and payable in the future, except as hereafter stated
[if no such payments or credits are stated, there are NONE]:
                                                            -------------------

- ------------------------------------------------------------------------------.

     9.   On this date, to the best of Tenant's knowledge, there are no existing
defenses, set-offs or counterclaims which Tenant has against the enforcement of
the Lease by Landlord, except as hereafter stated [if no exceptions are stated,
there are NONE]:
                ---------------------------------------------------------------

- ------------------------------------------------------------------------------.

     10.  The base rent being paid under the Lease is $              per month
                                                       -------------
($         per annum). The base rent has been paid for the Premises up to and
  --------
including            , 2002, and the next rental payment is due on            ,
          ----------                                               -----------
200 . The monthly common area charges are $       per month ($        per
   -                                       ------             -------
annum). The monthly real estate charges are $          per month ($        per
                                             ---------             -------
annum). Except as hereafter stated, no rent has been paid more than one (1)
month in advance of the due date [if no advance rents are stated, there are
NONE]:
      -------------------------------------------------------------------------

- -------------------------------------------------------------------------------

- ------------------------------------------------------------------------------.

     11.  Tenant shall not make any prepayment of rent under the Lease more than
one (1) month in advance of the due date thereunder.

                                     - 2 -


     12.  The security deposit is $45,837.00 (the "SECURITY DEPOSIT").

     13.  Except as hereafter stated, the Tenant has no options or rights to
renew, extend, amend, modify, or change the term of the Lease [if no such
options or rights are stated, there are NONE]: One (1) option to extend for five
(5) years pursuant to Article 13 of the Lease.

     14.  Except as hereafter stated, the Tenant has no options or rights of
expansion, purchase or first refusal concerning the Lease, Premises or the
building of which Premises are a part [if no such options or rights are stated,
there are NONE]: NONE.

     15.  Tenant does not have any rights to terminate the Lease other than
those contained in the Lease and any termination rights which may be available
to Tenant upon the occurrence of an event of default by Landlord under the
Lease.

     16.  There are no actions, whether voluntary or otherwise, pending or
threatened against the Tenant, or any guarantor of the Tenant's obligations
under the Lease, pursuant to the bankruptcy or insolvency laws of the United
States or any similar state laws, and there are no claims or actions pending
against Tenant which if decided against Tenant would materially and adversely
affect Tenant's financial condition or Tenant's ability to perform Tenant's
obligations under the Lease.

     17.  Tenant has no actual or constructive knowledge of the presence of, or
any processing, use, storage, disposal, release or treatment of any hazardous or
toxic materials or substances at, on or beneath the Premises.

     18.  A [Notice] [Memorandum] of Lease has been field or recorded at
___________ _____________________________________.]

     19.  This Agreement shall be binding upon Tenant and Tenant's successors
and permitted assigns.

[The balance of this page is intentionally left blank]

                                      -3-

     DATED: as of __________ __, 2002 and executed as an instrument under seal
at ______________, _________________.


                                       TENANT:

                                       HITTITE MICROWAVE CORPORATION


                                       By:
                                           _____________________________
                                           Name:
                                                 _______________________
                                           Its:
                                                 _______________________
                                           Hereunto Duly Authorized


                                       Date executed by Tenant: _________





                                      -4-


COMMONWEALTH OF MASSACHUSETTS

______________________, ss.                    ___________________________, 2002

     Then personally appeared before me _______________________________, the
_____________________________ of Hittite Microwave Corporation, and acknowledged
the foregoing to be such person's free act and deed, as the ____________________
of Hittite Microwave Corporation and the free act and deed of said corporation
and made oath that the facts therein stated are true, accurate and complete.

                                        ________________________________________
                                                                 , Notary Public
                                        My commission expires:



                                     - 5 -



























                                   EXHIBIT A



                                 Copy of Lease
                           (including all amendments)






















                                      -6-





















                                   EXHIBIT C

                                TITLE COMMITMENT

                         COMMITMENT FOR TITLE INSURANCE
                                   ISSUED BY

                     FIRST AMERICAN TITLE INSURANCE COMPANY
                          NATIONAL COMMERCIAL DIVISION
                   PRUDENTIAL CENTER - 101 HUNTINGTON AVENUE
                          BOSTON, MASSACHUSETTS 02199

ALTA COMMITMENT NO. 32160
PROPERTY ADDRESS: 12 ELIZABETH DRIVE, CHELMSFORD, MASSACHUSETTS

FIRST AMERICAN TITLE INSURANCE COMPANY, herein called the Company, for valuable
consideration, hereby commits to issue its policy or policies of title insurance
as identified in Schedule A, in favor of the proposed insured named in Schedule
A, as owner or mortgagee of real estate or interest covered hereby in the land
described or referred to in Schedule A, upon payment of the premiums and charges
therefor; all subject to the provisions of Schedules A and B and to the
Conditions and Stipulations hereof.

This Commitment shall be effective only when the identity of the proposed
insured and the amount of the policy or policies committed for have been
inserted in Schedule A hereof by the Company, either at the time of the issuance
of this Commitment or by subsequent endorsement.

This Commitment is preliminary to the issuance of such policy or policies of
title insurance and all liability and obligations hereunder shall cease and
terminate six (6) months after the effective date hereof or when the policy or
policies committed for shall issue, whichever first occurs, provided that the
failure to issue such policy or policies is not the fault of the Company.

This Commitment shall not be valid or binding until countersigned by an
authorized officer or agent of the Company.

                          CONDITIONS AND STIPULATIONS

1.   The term "mortgage", when used herein, shall include deed of trust, trust
     deed or other security instrument.

2.   If the proposed insured has or acquires knowledge of any defect, lien,
     encumbrance, adverse claim or other matter affecting the estate or interest
     or mortgage thereon covered by this Commitment other than those shown in
     Schedule B hereof, and shall fail to disclose such knowledge to the Company
     in writing, the Company shall be relieved from liability for any loss or
     damage resulting from any act of reliance hereon to the extent the Company
     is prejudiced by failure to so disclose such knowledge. If the proposed
     insured shall disclose such knowledge to the Company, or if the Company
     otherwise acquires, actual knowledge of any such defect, lien, encumbrance,
     adverse claim or other matter, the Company at its option may amend Schedule
     B of this Commitment accordingly, but such amendment shall not relieve the
     Company from liability previously incurred pursuant to paragraph 3 of these
     Conditions and Stipulations.

3.   Liability of the Company under this Commitment shall be only to the named
     proposed insured and such parties included under the definition of Insured
     in the form of policy or policies committed for and only for actual loss
     incurred in reliance hereon in undertaking in good faith (a) to comply with
     the requirements hereof, or (b) to eliminate exceptions shown in Schedule
     B, or (c) to acquire or create the estate or interest or mortgage thereon
     covered by this Commitment. In no event shall such liability exceed the
     amount stated in Schedule A for the policy or policies committed for and
     such liability is subject to the insuring provisions, exclusions from
     coverage, and the conditions and stipulations of the form of policy or
     policies committed for in favor of the proposed insured which are hereby
     incorporated by reference and are made a part of this commitment except as
     expressly modified herein.

4.   Any claim of loss or damage, whether or not based on negligence, and which
     arises out of the status of the title to the estate or interest or the lien
     of the insured mortgage covered hereby or any action asserting such claim,
     shall be restricted to the provisions and conditions and stipulations of
     this Commitment.

IN WITNESS WHEREOF, the Commitment has caused this Commitment to be signed and
sealed, to become valid when countersigned by an authorized officer or agent of
the Company, all in accordance with its By-Laws. This Commitment is effective as
of the date shown in Schedule A as "Effective Date".

FIRST AMERICAN TITLE INSURANCE COMPANY

/s/ Annette M. Labrecque
- ---------------------------------------
Annette M. Labrecque, Vice President

                     FIRST AMERICAN TITLE INSURANCE COMPANY
                          National Commercial Division
                   101 Huntington Avenue - Prudential Center
                          Boston, Massachusetts 02199
            Tel: (617)772-9219 y (888)505-8558 y Fax: (617)247-8643


                         COMMITMENT FOR TITLE INSURANCE
                                   SCHEDULE A


                                                        Commitment Number: 32160

1. EFFECTIVE DATE: August 16, 2002

2. POLICY OR POLICIES TO BE ISSUED:                   AMOUNT OF INSURANCE
   --------------------------------                   -------------------

   (A) ALTA 1992 LOAN POLICY                          $ TO BE DETERMINED
   PROPOSED INSURED: TO BE DETERMINED

   (B) ALTA 1992 LEASEHOLD OWNER'S POLICY             $ TO BE DETERMINED
   PROPOSED INSURED: BROOKS-PRI AUTOMATION, INC.


3. THE ESTATE OR INTEREST IN THE LAND DESCRIBED OR REFERRED TO IN THIS
   COMMITMENT AND COVERED HEREIN IS FEE SIMPLE AND TITLE HERETO IS AT THE
   EFFECTIVE DATE HEREOF VESTED IN: BerCar II, LLC, a Massachusetts Limited
   Liability Company, by virtue of a Deed from BerCar LLC, dated April 15, 1998,
   recorded with the Middlesex North Registry of Deeds, Book 9206, Page 185.

4. THE LAND REFERRED TO IN THIS COMMITMENT IS DESCRIBED AS SET FORTH ON THE
   ATTACHED EXHIBIT A:

   PROPERTY ADDRESS:      12 ELIZABETH DRIVE
   CITY, STATE:           CHELMSFORD, MASSACHUSETTS
   COUNTY:                MIDDLESEX, NORTH


FIRST AMERICAN TITLE INSURANCE COMPANY
NATIONAL COMMERCIAL DIVISION
101 HUNTINGTON AVENUE
BOSTON, MASSACHUSETTS 02199


By:  /s/ HG Stoddard
     --------------------
     Authorized Signatory




                                   EXHIBIT A

LEGAL DESCRIPTION                                           Commitment No. 32160

         A certain parcel of land situated on the Southeasterly side of
Elizabeth Drive located in the Town of Chelmsford, Middlesex County,
Commonwealth of Massachusetts, shown as Lot 2 on a plan titled, "Subdivision
Plan of Land in Chelmsford, Massachusetts, as drawn for Raymond A. and Barbara
F. Carye, October 24, 1979, scale 1" - 100', revised February 11, 1980," as
prepared by Merrimack Engineering Services, Inc., 66 Main Street -- Suite 13,
Andover, Massachusetts 01810, recorded in the Middlesex North District, Registry
of Deeds Plan Book 130, Plan 159, bounded and described as follows:

         Beginning at a point in the Easterly line of Elizabeth Drive, at the
Eastern corner of said Lot 2 at Land of Raymond and Barbara Carye, shown as Lot
3 on said plan;

         Thence

R = 375.0' Length =      230.21       along Elizabeth Drive to the point of
                                      curvature of the roadway marked by a
                                      nail set in the driveway; Thence

S 44 degrees-14'-16" W   129.01'      along Elizabeth Drive to a point at land
                                      now or formerly of Raymond A. and
                                      Barbara F. Carye, shown as Lot #1 on the
                                      referenced plan, then turning and
                                      running

S 07 degrees-01'-06" E   400.02'      along lands now or formerly of Raymond
                                      A. and Barbara F. Carye, to a point at
                                      land of Alpa Wrecking Company, thence
                                      turning and running

N 82 degrees'-38'-54" E  329.59'      along lands now or formerly of Alpa
                                      Wrecking Company, to a point, thence
                                      turning and running

S 58 degrees-06'-44" E   193.00'      along lands now or formerly of Alpha
                                      Wrecking Company, to a point at land now
                                      or formerly of Earle and Barbara
                                      Bomenge, thence turning and running

N 51 degrees-36-'45" E   300.00'      along lands now or formerly of Earle and
                                      Barbara Bomenge, Otis and Florence
                                      Walker, Barnard and Evelyn George, to a
                                      point at land of Barnard and Evelyn
                                      George, thence turning and running

N 04 degrees-57'-08" E   292.96'      along lands now or formerly of Barnard
                                      and Evelyn George, and Graham and Stella
                                      Penny, to a point at land now or
                                      formerly of Graham and Stella Penny,
                                      thence turning and running

N 58 degrees-31'-30" E   267.95'      along lands now or formerly of Graham
                                      and Stella Penny to a point at land now
                                      or formerly of Raymond A. and Barbara F.
                                      Carye, known as Lot A, thence turning
                                      and running

N 11 degrees-45'-44" W   165.80'      along lands now or formerly of Raymond
                                      A. and Barbara P. Carye, to other lands
                                      now or formerly of Raymond A. and
                                      Barbara F. Carye, known as Lot B on the




S 62 degrees-13'-17" W       216.61'        along Lot B, now or formerly of
                                            Raymond A. and Barbara F. Carye to
                                            a point, thence turning and running

S 78 degrees-14'-16" W       445.00'        along Lot B, now or formerly of
                                            Raymond A. and Barbara F. Carye, to
                                            a point, thence turning and running

N 46 degrees-45'-44" W       242.86'        along Lot B, now or formerly of
                                            Raymond A. and Barbara F. Carye, to
                                            a point, at Elizabeth Drive, being
                                            the point of beginning.


The above described parcel of Land contains an area of 10.625 Acres as shown on
the above referenced plan.

Property Address:  12 Elizabeth Drive, Chelmsford, Massachusetts


SCHEDULE B - Section 1                                     COMMITMENT NO. 32160

                                  REQUIREMENTS

THE FOLLOWING ARE THE REQUIREMENTS TO BE COMPLIED WITH:

ITEM A)       Payment to or for the account of the grantors or mortgagors of
              the full consideration for the estate or interest to be insured.

ITEM B)       Payment of the premiums, fees and charges for the policy.

ITEM C)       Payment of all taxes, charges, assessments, levied and assessed
              against the subject premises, which are due and payable.

ITEM D)       Proper instrument(s) creating the estate or interest to be
              insured must be Executed and duly filed for record, to wit:

              a)   Lease from BerCar II, LLC to Brooks-PRI Automation, Inc.
                   to be insured.
              b)   Mortgage from proposed Owner to proposed Lender to be
                   insured.
              c)   Certificate of Municipal Liens.
              d)   Release, Termination, Discharge of the following matters
                   which appear of public record: See Schedule B items 7, 8,
                   15, 16 & 17

ITEM E)       Satisfactory completion of a standard Mechanic Lien/Parties in
              Possession Affidavit and Indemnity Form alleging that any
              improvements and/or repairs or alterations thereto are completed,
              that contractor, sub-contractors, labor and materialmen are all
              paid and have released of record all liens or notice of intent to
              perfect a lien for labor or material, plus identification of
              parties in possession, including rent roll, if appropriate.

ITEM F)       Full on ground Title Insurance Survey and standard surveyor
              report which locates and defines all recorded exceptions noted in
              Schedule B, section 2 and reflecting issues which are
              satisfactory in the Company's sole discretion.

ITEM G)       The Company may make other requirements or exceptions upon its
              review of the proposed documents creating the estate or interest
              to be insured, or otherwise ascertaining details of the
              transaction.

ITEM H)       Authority documents for all parties executing documents.


NOTE: THIS COMPANY RESERVES THE RIGHT TO MAKE ADDITIONAL REQUIREMENTS AND/OR
      EXCEPTIONS UPON REVIEW OF SAID DOCUMENTS.


SCHEDULE B - SECTION 2                                      COMMITMENT NO. 32160

                                   EXCEPTIONS

The policy or policies to be issued will contain exceptions to the following
unless the same are disposed of to the satisfaction of the Company.

1.  Any facts, rights, interests, or claims which are not shown by the public
    records but which would be ascertained by an inspection of said land or by
    making inquiry of persons in possession thereof.

2.  Discrepancies, conflicts in boundary lines, shortage in area, encroachments,
    or any other facts which a correct survey would disclose, and which are not
    shown by public records.

3.  Any lien, or right to a lien, for services, labor or material heretofore or
    hereafter furnished, imposed by law and not shown by the public records.

4.  Real estate taxes and municipal charges which constitute liens.

5.  Title to and rights of the public and others entitled thereto in and to
    those portions of the insured premises lying within the bounds of adjacent
    streets, roads and ways.

6.  Easements granted by Raymond A. Carye and Barbara F. Carye to Chelmsford
    Water District dated June 17, 1980, and recorded in Book 2425, Page 129, as
    affected by a Revised Easement dated October 16, 1981, and recorded in Book
    2506, Page 621.

7.  Easements granted by Raymond A. Carye and Barbara F. Carye to Massachusetts
    Electric Company and New England Telephone and Telegraph Company dated June
    18, 1980, and recorded in Book 2425, Page 127, as affected by revised
    easement dated October 15, 1981, and recorded in Book 2510, Page 591.

8.  Drainage easements granted by Raymond A. Carye and Barbara F. Carye dated
    November 28, 1983, and recorded in Book 2682, Page 636.

9.  Declaration of Common Easement by Raymond A. Carye and Barbara F. Carye
    dated

     June 23, 1981, recorded in Book 2485, page 445.

13.  Easement Agreement by Raymond A. Carye and Barbara F. Carye, as Trustees of
     12 Elizabeth Drive Realty Trust, dated November 19, 1984, recorded in Book
     2909, page 21.

15.  Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture
     Filing from BerCar II, LLC to Archon Financial, L.P., dated April 16,
     1998, recorded with said Deeds, Book 9212, page 38.

16.  Assignment of Leases and Rents from BerCar II, LLC to Archon Financial,
     L.P., dated April 16, 1998, recorded with said Deeds, Book 9212, Page 87.

17.  UCC Financing Statement from BerCarr II, LLC to Archon Financial, L.P.,
     recorded with said Deeds, Book 9212, Page 101, as assigned to LaSalle
     National Bank Association, as Trustee for the GS Mortgage Securities
     Corporation II, Commercial Pass-Through Certificates, Series 1998-C1,
     recorded with said Deeds, Book 12990, page 102.

END OF SCHEDULE

/s/ illegible signature
- -----------------------------
Authorized Signature


                                   Exhibit D

                       Purchase Option Closing Procedures

Closing Date: The date (the "Closing Date") when the deed to the demised
premises shall be delivered and the Purchase Price shall be paid (the "Closing")
shall be the date elected by Tenant by written notice given not less than 30
days prior, and shall be no earlier than January 2, 2015, and no later than
September 30, 2015. The Closing shall take place at 10:00 a.m. on the Closing
Date at the demised premises or at such other location as the parties shall
agree in writing.

Seller's Deliveries: At the Closing, Landlord shall deliver to Tenant or its
nominee or assignee (i) a fully executed and acknowledged quitclaim deed
transferring fee simple title (which shall be a one hundred percent (100%)
ownership interest) in and to the demised premises, free and clear of all
encumbrances other than Approved Exceptions, as hereinafter defined, (ii) an
affidavit or certificate satisfying the requirements of Section 1445 of the
Internal Revenue Code of 1986, as amended (the "FIRPTA Certificate"), (iii) such
certificates or other instruments (including but without limitation (x) an
affidavit that there are no tenants or other parties in possession of the
demised premises (other than Tenant and any parties claiming under Tenant) and
that Landlord has no knowledge of any work having been done at the demised
premises (other than by Tenant or any parties claiming under Tenant) which would
entitle anyone now or hereafter to claim a mechanics' or materialmen's lien on
the demised premises and (y) evidence of Landlord's authority as may be
reasonably required by Tenant) which are customary in like transactions in the
greater Boston area (including, if and to the extent applicable, an assignment
without warranty or representation of any other property rights of Landlord with
respect to the demised premises) and (iv) a 1099 tax reporting form.

Purchase Price: The "Purchase Price" for the demised premises shall be paid to
the Landlord at the Closing in cash or by wire transfer or certified funds
check.

Title: At the Closing, Landlord shall deliver to Tenant or, if Tenant so directs
by notice to Landlord at least three (3) days prior to Closing, to Tenant's
nominee or assignee, a good and sufficient quitclaim deed to the demised
premises, which shall convey good, record and marketable title to the demised
premises free and clear of all liens, municipal betterments, assessments,
easements, restrictions and encumbrances of any nature or description
whatsoever, except the following (the "Approved Exceptions"):

     i.   provisions of applicable building codes and zoning laws;

     ii.  liens for municipal betterments;

     iii. rights, easements, restrictions and other title matters of record
          which are set forth in the Title Commitment, and such other title
          matters arising after the date hereof which are consented to in
          writing by Tenant, created by Tenant or result from Tenant's failure
          to act; and

     iv.  the Lease (and the notice of lease with respect thereto) and parties
          in possession thereunder (i.e., only Tenant or any party claiming
          under Tenant).




Registered Title. In addition to the foregoing, if the title to the demises
premises or any portion thereof is registered, the deed shall be in form
sufficient to entitle Tenant to a Certificate of Title for the demised
premises, and Landlord shall deliver with said deed all instruments, if any,
necessary to enable Tenant to obtain such Certificate of Title.

Lease: The Original Term of the Lease shall be extended beyond September 30,
2014 to the Closing Date and shall terminate as of the Closing, subject to any
undischarged obligation of either party thereunder which is by the terms thereof
to survive the termination thereof.

Use of Purchase Money to Clear Title: In order to enable Landlord to make
conveyance as herein provided, Landlord may, at Closing, use the Purchase Price
or any portion thereof to clear title of any or all encumbrances or adverse
interests, and all instruments required therefore shall be procured and recorded
simultaneously with the recording of Landlord's deed of the Property or
thereafter, provided other reasonably satisfactory arrangements for the
procuring and recording of such instruments are made at Closing.

Adjustments: The Purchase Price shall not be subject to any adjustment.

Closing Costs: Tenant shall pay all premiums for any and all title insurance
policies it may obtain with respect to the Property. All real estate transfer
taxes shall be borne by Landlord. All other costs and expenses, if any, shall
be borne by the respective parties in accordance with standard conveyancing
practices in the greater Boston area prevailing on the Closing Date for similar
transactions.

Remedies: If Landlord fails to fulfill obligation to convey the demised
premises to Tenant pursuant to the Purchase Option as provided in the Lease and
this Exhibit D, Tenant shall have the following rights and remedies, all of
which shall be cumulative except to the extent otherwise provided by applicable
law (it being understood that Tenant's right to obtain the remedy of specific
performance is conditioned upon payment in full to Landlord of the Purchase
Price hereunder):

(A) Seek specific performance of the Purchase Option (Landlord hereby
acknowledging that the demised premises are unique and, for that reason, among
others, Tenant will be irreparably damaged if the Purchase Option is not
specifically enforced. Accordingly, in the event of any breach or default of
the Purchase Option by Landlord, Landlord hereby irrevocably stipulates that
Tenant shall have, without prejudice to any right or remedy otherwise available
at law or in equity, the right to demand and have specific performance of the
Purchase Option);

(B) Seek actual damages provided that such damages shall not exceed One Million
and 00/100 Dollars ($1,000,000); or

(C) Seek a restraining order and/or injunction to prevent Landlord from selling
or encumbering or otherwise transferring the Property to any other party.

In the event of Landlord's default of its obligations under the Purchase
Option, Tenant at all times shall have the right to continue its use and
occupancy of the Property pursuant to the Lease until resolution of Landlord's
default.



                                   EXHIBIT E

                            FORM OF NOTICE OF LEASE


                                NOTICE OF LEASE

Notice is hereby given pursuant to Chapter 183, Section 4 of the General Laws,
of a lease upon the following terms:

                      
Landlord:                BerCar II, LLC,
                         a Massachusetts limited liability company

Tenant:                  Brooks-PRI Automation, Inc.
                         a Delaware corporation

Date of Lease            _________________, 2002
Execution:

Demised Premises:        A certain parcel of land, with the building thereon,
                         situated at 12 Elizabeth Drive, Chelmsford,
                         Massachusetts, as more particularly described on
                         Exhibit A attached hereto and incorporated herein.

Term and                 Approximately twelve (12) years, commencing on or about
Commencement Date:       October 1, 2002 and expiring on September 30, 2014.

Extension Options:       Two (2) extension options of ten (10) years each
                         pursuant to and subject to the terms and provisions of
                         Sections 1.5 and 1.6 of the Lease.

Right to Purchase:       Tenant, at its election, has a one (1) time right to
                         purchase the entire Premises pursuant to and subject
                         to the terms and provisions of Article 16 of the Lease.





     Executed as an instrument under seal this ____day of ________, 2002.


LANDLORD:                              TENANT:

BerCarII, LLC                          Brooks-PRI Automation, Inc.

By:                                    By:
   __________________________              __________________________
Name:                                  Name:
Title:                                 Title:


                        COMMONWEALTH OF MASSACHUSETTS

_________, ss.                                               ____________, 2002

     Then personally appeared the above-named ____________ as ____________ of
____________, a _____________, on behalf of the _________ (in its capacity as
________ of ________), and acknowledged the foregoing instrument to be his/her
free act and deed in said capacity and the free act and deed of said __________
(in its capacity as __________ of said _________), before me,


                                       _______________________________
                                                               , Notary Public


                                       My Commission Expires:





                        COMMONWEALTH OF MASSACHUSETTS

_________, ss.                                               ____________, 2002

     Then personally appeared the above-named ____________ as ____________ of
____________, a _____________, and acknowledged the foregoing instrument to be
his/her free act and deed in said capacity and the free act and deed of said
__________, before me,


                                       _______________________________
                                                               , Notary Public


                                       My Commission Expires:




                                   EXHIBIT A

                               LEGAL DESCRIPTION



                                   EXHIBIT F

                         LIST OF ENVIRONMENTAL REPORTS


(1) Phase I Environmental Site Assessment, 12 Elizabeth Drive, Chelmsford, MA,
    by Hopkins Environmental Management, Inc., dated March 22, 1996.

(2) Phase I Environmental Site Assessment, 12 Elizabeth Drive, Chelmsford,
    Massachusetts, by ENSR, 155 Otis Street, Northborough, Massachusetts, dated
    March 1998.

(3) Phase I Environmental Site Assessment, 12 Elizabeth Drive, Chelmsford,
    Massachusetts, by JM Coull, Inc., [draft dated, September 6, 2002].

EX-10.29

                                                                   Exhibit 10.29

                            FIRST AMENDMENT TO LEASE

     This First Amendment to Lease (this "FIRST AMENDMENT") is made as of the
1st day of November, 2002 by and between BerCar II, LLC ("LANDLORD"), and
Brooks-PRI Automation, Inc. ("TENANT").

1.   Reference Information.

     1.1. Landlord and Tenant entered into that certain Lease Agreement dated as
          of October 23, 2002 (the "LEASE"), pursuant to which Landlord is
          leasing to Tenant the land and improvements thereon known as 12
          Elizabeth Drive, Chelmsford, MA, as more particularly described in the
          Lease.

     1.2. Landlord and Tenant intend to confirm the commencement of the term of
          the Lease and to make other revisions set forth more particularly
          below.

In consideration of the covenants herein reserved and contained, and other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, Landlord and Tenant hereby agree as follows:

2.   Incorporation; Capitalized Terms. The foregoing Reference Information
     hereby incorporated in this First Amendment and made part hereof for all
     purposes. All capitalized terms used in this First Amendment and not
     otherwise defined shall have the meanings given in the Lease.

3.   Commencement Date. The Original Term of the Lease shall be deemed to
     commence on November 1, 2002, which date shall be the "Rent Day" as
     referred to in the Lease. Except to the extent directly affected by the
     foregoing change in the commencement of the term and the "Rent Day", all
     other dates and time periods in the Lease remain unaltered.

4.   Approval of Alterations. Landlord shall not unreasonably withhold,
     condition or delay its approval of any alterations to the demised premises
     submitted by Tenant as provided in Sections 7.1.1 and 7.1.2 of the Lease or
     otherwise. In the event that Landlord fails to respond to a request for
     approval within the time frames provided in Sections 7.1.1 or 7.1.2, then
     Tenant may give Landlord a notice (an "ALTERATIONS REMINDER NOTICE") that a
     request for approval is pending and the deadline for response has passed.
     If Landlord fails to respond within five (5) business days of the receipt
     of an Alterations Reminder Notice, then Landlord shall be deemed to have
     approved the request that was the subject of such Alterations Reminder
     Notice.

5.   Insurance Provisions. The first sentence of Section 4.3 of the Lease is
     hereby deemed deleted and replaced with the following: "Tenant shall
     maintain with respect to the demised premises during the term of this Lease
     a policy of commercial general liability insurance and if necessary
     commercial umbrella insurance in insurance companies authorized to do
     business in the Commonwealth of Massachusetts and with a financial capacity
     to be approved by Landlord in its commercially reasonable discretion and in
     amounts not less than Three Million Dollars ($3,000,000.00)."

6.   Tax Payments: Notwithstanding anything in the Lease to the contrary, so
     long as Landlord is required to escrow and pay real estate taxes by any
     mortgagee holding an interest in the demised premises, then in lieu of
     direct payment of real estate taxes by the Tenant as provided in the Lease,
     Tenant shall pay to Landlord along with the monthly payment of

     Fixed Rent an estimated payment in the amount of 1/12 of the annual real
     estate taxes for the demised premises with respect to any tax fiscal year
     (or portion thereof) which falls within the term of the Lease (the "MONTHLY
     ESTIMATED TAX PAYMENT"). Landlord shall from time to time render to Tenant
     a statement calculating the Monthly Estimated Tax Payment based on the
     estimated amount of real estate taxes payable by Landlord during the tax
     fiscal year in question, and shall adjust the Monthly Estimated Tax Payment
     (a) within 30 days of the receipt by Landlord of the quarterly real estate
     tax bill which sets the final assessment and final tax rate for the demised
     premises for the tax fiscal year in question, and (b) promptly if at any
     time Landlord determines that the Monthly Estimated Tax Payment is in
     excess or less than 1/12 of the annual amount of real estate taxes payable
     by Landlord. Promptly after any real estate tax payment made by or on
     behalf of Landlord, Landlord shall render a statement to Tenant summarizing
     the actual amounts of real estate taxes paid by Landlord and provide
     documentation confirming payment to the taxing authority. Within 30 days of
     the end of each tax fiscal year during the term of the Lease (and within 30
     days of the earlier of either the end of the term of the Lease or the
     determination of the final assessment and final tax rate for the demised
     premises for the tax fiscal year during which the end of the term of the
     Lease falls), Landlord shall issue to Tenant a final statement of taxes for
     the tax fiscal year in question stating the total amount of real estate
     taxes payable by  Tenant, the total amount of the Monthly Estimated Tax
     Payments paid by Tenant, and any excess or deficiency between those two
     amounts, and within 30 days of such final determination, either, (y)
     Landlord shall refund any excess payment of Monthly Estimated Tax Payments
     to Tenant, or (z) Tenant shall pay any deficiency in the Monthly Estimated
     Tax Payments to Landlord.

7.   Ratification. Except as amended hereby, the terms and conditions of the
     Lease shall remain unaffected. From and after the date hereof, all
     references to the Lease shall mean the Lease as amended hereby.
     Additionally, Landlord and Tenant each confirms and ratifies that, as of
     the date hereof and to its actual knowledge, (a) the Lease is and remains
     in good standing and in full force and effect, and (b) neither party has
     any claims, counterclaims, set-offs or defenses against the other party
     arising out of the Lease or the demised premises or in any way relating
     thereto or arising out of any other transaction between Landlord and
     Tenant.

8.   General Provisions.

     8.1  Applicable Law. This First Amendment shall be deemed to have been
          executed and delivered within the Commonwealth of Massachusetts, and
          the rights and obligations of Landlord and Tenant hereunder shall be
          construed and enforced in accordance with, and governed by, the laws
          of the Commonwealth of Massachusetts without regard to the laws
          governing conflicts of laws.

     8.2  Severability. If any term of this First Amendment or the application
          thereof to any person or circumstances shall be invalid and
          unenforceable, the remaining provisions of this First Amendment, the
          application or such term to persons or circumstances other than those
          as to which it is invalid or unenforceable, shall not be affected.

     8.3  Successors and Assigns. This First Amendment is binding upon and
          shall inure to the benefit of Landlord and Tenant, their respective
          agents, employees, representatives, officers, directors, divisions,
          subsidiaries, affiliates, assigns, heirs, successors-in-interest and
          shareholders.

     8.4  Interpretation. Each party has cooperated in the drafting and
          preparation of this First Amendment and, therefore, in any
          construction to be made of this First Amendment, the same shall not
          be construed against either party. In the event of litigation
          relating to this


          First Amendment, the prevailing party shall be entitled to
          reimbursement from the other party of its reasonable attorneys'
          fees and costs.

     8.5. Entire Agreement. This First Amendment constitutes the entire
          agreement of the parties with respect to the subject matter hereof
          and supersedes all prior and contemporaneous oral and written
          agreements and discussions, and may not be amended, waived,
          discharged or terminated except by a written instrument signed by
          all of the parties hereto.


                         [signatures on following page]



     IN WITNESS WHEREOF, Landlord and Tenant have caused this First Amendment
to be executed as a sealed instrument as of the day and year first above
written.

                                        LANDLORD:
                                        BerCar II LLC, BY ITS MANAGERS:

                                        ALTID ENTERPRISES, LLC

                                        By: /s/ Raymond F. Carye
                                            -----------------------------
                                             Raymond F. Carye, Manager

                                        By: /s/ Barbara F. Carye
                                            -----------------------------
                                             Barbara F. Carye, Manager

                                        SENNEN REALTY TRUST

                                        /s/ Edward F. Carye
                                        --------------------------------
                                        Edward F. Carye, Trustee

                                        /s/ Barbara J. Hausman
                                        --------------------------------
                                        Barbara J. Hausman, Trustee


                                        TENANT:

                                        BROOKS-PRI AUTOMATION, INC.

                                        By  /s/ Robert J. Therrien
                                            ----------------------------
                                            Name:  Robert J. Therrien
                                            Title: President & CEO


                                        ATTEST:

                                        By /s/ Jeffrey J. Myrdek
                                           ------------------------------------
                                           Name: Jeffrey J. Myrdek
                                           Title: Director of Global Facilities

EX-10.38

Exhibit 10.38

MISSION PARK

LEASE

by and between

KOLL/INTEREAL BAY AREA,
a California general partnership

(“Landlord”)

and

BROOKS AUTOMATION, INC.,
a Delaware corporation

(“Tenant”)

For the 12,342 SF Premises at
4051 Burton Drive, Santa Clara, CA 95054

LEASE SUMMARY

Lease Date:	August 8, 2008
Landlord:	KOLL/INTEREAL BAY AREA,
	a California general partnership
Address of Landlord:	Pacific Realty Associates, L.P.
	2000 Wyatt Drive, Suite 7
	Santa Clara, CA 95054
Tenant:	BROOKS AUTOMATION, INC.,
	a Delaware corporation
Address of Tenant:	15 Elizabeth Drive
	Chelmsford, MA 01824
	Contact: Linda Galligan
	Telephone: (978) 262-2400
Premises Address:	4051 Burton Drive
	Santa Clara, CA 95054
Premises Square Footage:	Approximately 12,342 square feet
Building Address:	4001 — 4051 Burton Drive
	Santa Clara, CA 95054
Building Square Footage:	Approximately 28,837 square feet
Term:	Sixty-two (62) months
Monthly Rent:	Months of Term	Net Monthly Rent
	01 — 02	$0.00
	03 — 14	$17,278.80 per month/NNN
	15 — 26	$17,969.95 per month/NNN
	27 — 38	$18,688.75 per month/NNN
	39 — 50	$19,436.30 per month/NNN
	51 — 62	$20,213.75 per month/NNN
Estimated Operating Expenses:	$5,157.00/month
Security Deposit:	$25,000.00
Tenant’s Percentage:	42.80%

     (This Lease Summary is for information only and is not part of the Lease. The Lease will control in case of any conflicts or inconsistencies.)

LEASE

Table of Contents

1.	PARTIES	1
2.	PREMISES	1
3.	DEFINITIONS	1
4.	LEASE TERM	3
5.	RENT	5
6.	LATE PAYMENT CHARGES	6
7.	SECURITY DEPOSIT	6
8.	HOLDING OVER	7
9.	TENANT IMPROVEMENTS	7
10.	CONDITION OF PREMISES	7
11.	USE OF THE PREMISES	8
12.	QUIET ENJOYMENT	11
13.	ALTERATIONS	11
14.	SURRENDER OF THE PREMISES	11
15.	PERSONAL PROPERTY TAXES	12
16.	UTILITIES AND SERVICES	12
17.	REPAIR AND MAINTENANCE	12
18.	LIENS	15
19.	LANDLORD’S RIGHT TO ENTER THE PREMISES	15

(i)

20.	SIGNS	15
21.	INSURANCE	16
22.	DAMAGE OR DESTRUCTION	18
23.	CONDEMNATION	19
24.	ASSIGNMENT AND SUBLETTING	20
25.	DEFAULT	21
26.	SUBORDINATION	24
27.	NOTICES	25
28.	ATTORNEYS’ FEES	25
29.	ESTOPPEL CERTIFICATES; FINANCIAL STATEMENTS	25
30.	TRANSFER OF THE BUILDING OR PROJECT BY LANDLORD	26
31.	LANDLORD’S RIGHT TO PERFORM TENANT’S COVENANTS	26
32.	LIMITATION OF LIABILITY	26
33.	MORTGAGEE PROTECTION	26
34.	BROKERS	27
35.	ACCEPTANCE	27
36.	MODIFICATION FOR LENDER	27
37.	PARKING	27
38.	GENERAL	27

(ii)

TABLE OF EXHIBITS

EXHIBIT A	The Premises
EXHIBIT B	The Project
EXHIBIT C	Tenant Improvements
EXHIBIT D	Commencement Date Memorandum
EXHIBIT E	Tenant Environmental Questionnaire
EXHIBIT F	Sign Criteria
EXHIBIT G	Electrical Upgrade Drawing

(iii)

LEASE

     1. PARTIES. This Lease (“Lease”), dated for reference purposes only August 8, 2008, is entered into by and between KOLL/INTEREAL BAY AREA, a California general partnership (“Landlord”), whose address is c/o Pacific Realty Associates, L.P., 2000 Wyatt Drive, Suite 7, Santa Clara, California 95054 and BROOKS AUTOMATION, INC., a Delaware corporation (“Tenant”), whose address is 15 Elizabeth Drive, Chelmsford, MA 01824.

     2. PREMISES. Landlord hereby leases to Tenant and Tenant hereby leases from Landlord the premises, consisting of approximately twelve thousand three hundred forty-two (12,342) square feet, shown in EXHIBIT A (“Premises”), in the building commonly known as 4001 - 4051 Burton Drive (“Building”), as further defined in Paragraph 3.B., in the City of Santa Clara (“City”), County of Santa Clara (“County”), California, together with a right in common with other tenants of the Project to use the Outside Area, as defined in Paragraph 3.I. The Premises are commonly known as 4051 Burton Drive, Santa Clara, California.

     3. DEFINITIONS. The following terms shall have the following meanings in this Lease:

          A. Alterations. Any alterations, additions or improvements made in, on or about the Building or the Premises after the making of the Tenant Improvements, including, but not limited to, lighting, heating, ventilating, air conditioning, electrical, partitioning, drapery and carpentry installations. Alterations shall not include the Tenant Improvements.

          B. Building. The building described in Paragraph 2 consisting of approximately twenty-eight thousand eight hundred thirty-seven (28,837) square feet.

          C. CC&Rs. Those certain covenants, conditions and restrictions recorded in Book E671, Page 414, Official Records of Santa Clara County, on July 26, 1979, as amended.

          D. Commencement Date. Commencement Date shall have the definition given it in Paragraph 4.A.(i).

          E. HVAC. Heating, ventilating and air conditioning.

          F. Interest Rate. Twelve percent (12%) per annum, however, in no event to exceed the maximum rate of interest permitted by law.

          G. Landlord’s Agents. Landlord’s authorized agents, partners, subsidiaries, directors, officers, and employees.

          H. Monthly Rent. The rent payable pursuant to Paragraph 5.A., as adjusted from time to time pursuant to the terms of this Lease.

1

          I. Outside Area. All areas and facilities within the Project, exclusive of the interior of the Building, provided and designated by Landlord for the general use and convenience of Tenant and other tenants and occupants of the Project, including perimeter roads, sidewalks, landscaped areas, service areas, and trash disposal facilities, subject to the reasonable rules and regulations and changes therein from time to time promulgated by Landlord governing the use of the Outside Area.

          J. Project. The real property shown on EXHIBIT B within which is located the Building. Landlord reserves the right to construct additional buildings within the Project, in which event the area of such buildings shall be added to the area of the existing buildings to determine the total building area of the Project. Landlord further reserves the right to incorporate into the Project any real property adjacent to the Project and on which one or more buildings have been constructed.

          K. Real Property Taxes. Any form of assessment, license, fee, rent tax, levy, penalty (if a result of Tenant’s delinquency), or tax (other than net income, estate, succession, inheritance transfer or franchise taxes), imposed by any authority having the direct or indirect power to tax, or by any city, county, state or federal government or any improvement or other district or division thereof, whether such tax is: (i) determined by the area of the Project or any part thereof or the rent and other sums payable hereunder by Tenant or by other tenants, including, but not limited to, any gross income or excise tax levied by any of the foregoing authorities with respect to receipt of such rent or other sums due under this Lease; (ii) imposed upon any legal or equitable interest of Landlord in the Project or the Premises or any part thereof; (iii) imposed upon this transaction or any document to which Tenant is a party creating or transferring any interest in the Project; (iv) levied or assessed in lieu of, in substitution for, or in addition to, existing or additional taxes against the Project whether or not now customary or within the contemplation of the parties; (v) imposed as a special assessment for such purposes as fire protection, street, sidewalk, road, utility construction and maintenance, refuse removal and for other governmental services; or (vi) imposed as a result of any transfer of any interest in the Project by Landlord, or the construction of any improvements thereon or thereto.

          L. Rent. Monthly Rent plus the Additional Rent defined in Paragraph 5.B.

          M. Security Deposit. That amount paid by Tenant pursuant to Paragraph 7.

          N. Sublet. Any transfer, sublet, assignment, license or concession agreement, or change of ownership of this Lease or the Tenant’s interest in the Lease or in and to all or a portion of the Premises.

          O. Subrent. Any consideration of any kind received, or to be received, by Tenant from a subtenant if such sums are related to Tenant’s interest in this Lease or in the Premises.

          P. Subtenant. The person or entity with whom a Sublet agreement is proposed to be or is made.

2

          Q. Tenant Improvements. The improvements to the Premises to be constructed by Tenant pursuant to EXHIBIT C.

          R. Tenant Improvement Allowance. The cost allowance provided by Landlord for the construction of the Tenant Improvements as further described in EXHIBIT C.

          S. Tenant’s Percentage. The percentage of the area of the Premises to the area of the Building. Tenant’s Percentage is agreed to be forty-two and eighty one-hundredths percent (42.80%) for the purpose of this Lease, until such time as additional buildings are made a part of the Project and such percentage is adjusted.

          T. Tenant’s Personal Property. Tenant’s trade fixtures, furniture, equipment and other personal property in the Premises.

          U. Term. The term of this Lease set forth in Paragraph 4.A., as it may be extended by written agreement between Landlord and Tenant.

     4. LEASE TERM.

          A. Term.

               (i) Term; Commencement Date. The Term of this Lease shall commence on the Commencement Date (hereafter defined in this Paragraph 4.A.(i)), and shall expire on the last day of the calendar month which is sixty-two (62) months after the Commencement Date, unless sooner terminated, subject to extension as provided in Paragraph 4.C. below. The term “Commencement Date” shall mean the earlier of the following dates: (a) the date on which Landlord completes the Electrical Upgrade Work (hereafter defined in Paragraph 10), or (b) October 1, 2008, provided, however, that such October 1, 2008 date shall be subject to being extended one day for every day of delay in the completion of the Electrical Upgrade Work beyond October 1, 2008.

               (ii) Commencement Date Memorandum. When the actual Commencement Date is determined, the parties shall execute a Commencement Date Memorandum setting forth such date in the form shown in EXHIBIT D.

          B. Intentionally Omitted.

          C. Option to Extend Term.

               (i) Option. Provided that Tenant is not in default under this Lease at the time of exercise of its Extension Option (hereafter defined in this Paragraph 4.C.(i)) and at commencement of the Extension Term (hereafter defined in this Paragraph 4.C.(i)), Tenant shall have the option (the “Extension Option”) to extend the initial sixty-two (62) month term of this Lease (the “Initial Term”) for one (1) period of sixty (60) consecutive months (the “Extension Term”), commencing at the expiration of the Initial Term. If Tenant exercises the Extension Option, Tenant shall give unconditional written notice (the “Exercise Notice”) of its exercise to Landlord not earlier than two hundred seventy (270) days and not later than one hundred eighty

3

(180) days prior to the expiration of the Initial Term. Tenant’s failure to give the Exercise Notice in a timely manner shall be deemed a waiver of Tenant’s Extension Option. The terms, covenants and conditions applicable to the Extension Term shall be the same terms, covenants and conditions of this Lease applicable during the Initial Term, except that: (a) Tenant shall not be entitled to any further option(s) to extend the Term of this Lease beyond the Extension Term; and (b) the Monthly Rent for the Premises shall be the greater of (i) the Fair Market Rental Value (hereafter defined in Paragraph 4.C.(ii)) of the Premises, or (ii) the highest Monthly Rent payable by the Tenant during the Initial Term.

               (ii) Definition of Fair Market Rental Value. For purposes of this Paragraph 4.C., “Fair Market Rental Value” of the Premises shall be the rental rate at which tenants lease comparable space to the Premises as of the commencement of the Extension Term. For this purpose, “comparable space” shall be space that is: (a) not subleased; (b) not subject to another tenant’s expansion rights; (c) comparable in age, size, location, and quality to the Premises; (d) leased for a term comparable to the Extension Term; and (e) located in a building comparable to the Building. In determining the rental rate of comparable space, the parties shall take into consideration periodic rent escalations and also take into consideration the following concessions: (a) rental abatement concessions, if any, being granted to tenants in connection with the comparable space; and (b) tenant improvements or allowances provided or to be provided for the comparable space, taking into account the value of the existing improvements in the Premises, based on the age, quality, and layout of the improvements. Notwithstanding anything to the contrary herein, the Fair Market Rental Value of the Premises as determined pursuant to this Paragraph 4.C. shall include annual escalations during the Extension Term.

               (iii) Agreement Regarding Fair Market Rental Value. Landlord and Tenant shall have thirty (30) days after Landlord receives the Exercise Notice in which to attempt in good faith to agree on the Fair Market Rental Value of the Premises for the Extension Term. If Landlord and Tenant agree on the Fair Market Rental Value of the Premises for the Extension Term during such thirty (30)-day period, they shall immediately execute an amendment to this Lease stating the Monthly Rent for the Extension Term.

               (iv) Failure of Agreement on Fair Market Rental Value- Arbitration. If Landlord and Tenant are unable to agree on the Monthly Rent for the Extension Term within the thirty (30)-day period described in Paragraph 4.C.(iii) above, then within ten (10) days after the expiration of said thirty (30)-day period, either Landlord or Tenant may refer the matter to arbitration as provided for in this Paragraph 4.C.(iv). The determination of the arbitrator(s) shall be limited to the sole issue of whether Landlord’s or Tenant’s submitted Fair Market Rental Value is the closest to the actual Fair Market Rental Value as determined by the arbitrator(s). The arbitrator(s) must be a licensed real estate broker(s) who has/have been active in the leasing of commercial properties in the Santa Clara, California area over the five (5) year period ending on the date of his/her/their appointment as arbitrator(s). Within thirty (30) days after the date either Landlord or Tenant has referred to arbitration the determination of Fair Market Rental Value of the Premises (the “Arbitration Referral Date”), Landlord and Tenant shall each (a) appoint one arbitrator and notify the other party of the arbitrator’s name and business address, and (b) notify the other party of their determination of Fair Market Rental Value. Each of Landlord’s and Tenant’s determination of Fair Market Rental Value shall include annual escalations during the Extension Term. If each party timely appoints an arbitrator, the two (2) arbitrators shall, within

4

fifteen (15) days after the appointment of the second arbitrator, agree on and appoint a third arbitrator (who shall be qualified under the same criteria set forth above for qualification of the initial two (2) arbitrators) and provide notice to Landlord and Tenant of the arbitrator’s name and business address. Within thirty (30) days after the appointment of the third arbitrator, the three (3) arbitrators shall decide whether the parties will use Landlord’s or Tenant’s submitted Fair Market Rental Value and shall notify Landlord and Tenant of their decision. The decision of the majority of the three (3) arbitrators shall be binding on Landlord and Tenant. If either Landlord or Tenant fails to appoint an arbitrator within thirty (30) days after the Arbitration Referral Date, the arbitrator timely appointed by one of them shall reach a decision and notify Landlord and Tenant of that decision within thirty (30) days after the arbitrator’s appointment. The arbitrator’s decision shall be binding on Landlord and Tenant. If each party appoints an arbitrator in a timely manner, but the two (2) arbitrators fail to agree on and appoint a third arbitrator within the required period, the arbitrators shall be dismissed without delay and the issue of Fair Market Rental Value shall be submitted to binding arbitration under the commercial arbitration rules of the American Arbitration Association; provided, however, that in the event of any inconsistency between such arbitration rules and the terms and conditions of this Paragraph 4.C.(iv), the terms and conditions of this Paragraph 4.C.(iv) shall govern. If Landlord and Tenant each fail to appoint an arbitrator in a timely manner, the matter to be decided shall be submitted without delay to binding arbitration under the commercial arbitration rules of the American Arbitration Association, subject to the provisions of this Paragraph 4.C.(iv). If only one of the parties has given notice of its determination of Fair Market Rental Value within thirty (30) days after the Arbitration Referral Date, then such determination shall be the Fair Market Rental Value for the Premises for the Extension Term. If Landlord and Tenant both fail to give notice of their determination of Fair Market Rental value within thirty (30) days after the Arbitration Referral Date, the determination of Fair Market Rental Value shall be submitted without delay to binding arbitration under the commercial arbitration rules of the American Arbitration Association, subject to the provisions of this Paragraph 4.C.(iv). The cost of the arbitration as provided for in this Paragraph 4.C.(iv) shall be paid by the losing party. After the Monthly Rent for the Extension Term has been set as provided in this Paragraph 4.C.(iv), the arbitrator(s) shall immediately notify Landlord and Tenant, and Landlord and Tenant shall immediately execute an amendment to this Lease stating the Monthly Rent for the Extension Term.

     5. RENT.

          A. Monthly Rent. Tenant shall pay to Landlord, in lawful money of the United States, for each calendar month of the Term, net monthly rent (“Monthly Rent”) as shown below, in advance, on the first day of each calendar month, without abatement, deduction, claim, offset, prior notice or demand:

Months of Term	Net Monthly Rent
01 - 02	$0.00
03 - 14	$17,278.80 per month/NNN
15 - 26	$17,969.95 per month/NNN
27 - 38	$18,688.75 per month/NNN
39 - 50	$19,436.30 per month/NNN
51 - 62	$20,213.75 per month/NNN

5

          B. Additional Rent. Additionally, Tenant shall pay, as and with the net Monthly Rent, Tenant’s Percentage of the estimated monthly Operating Expenses, as adjusted from time to time, and as more specifically set forth in Paragraph 17.C. Tenant shall deposit with Landlord upon execution of this Lease the following amounts to be applied toward Rent due for the third (3^rd) month of the Term:

Monthly Rent (net)	$	17,278.80
Tenant’s Percentage of Operating Expenses	$	5,157.00
TOTAL	$	22,435.80

All monies (except Monthly Rent) required to be paid by Tenant under this Lease, including, without limitation, Operating Expenses, shall be deemed Additional Rent.

          C. Prorations. If the Commencement Date is not the first (1st) day of a month, or if the expiration date of this Lease is not the last day of a month, a prorated installment of Rent based on a thirty (30) day month shall be paid for the fractional month during which the Lease commences or expires.

     6. LATE PAYMENT CHARGES. Tenant acknowledges that late payment by Tenant to Landlord of Rent and other charges provided for under this Lease will cause Landlord to incur costs not contemplated by this Lease, the exact amount of such costs being extremely difficult or impracticable to fix. Therefore, if any installment of Rent or any other charge due from Tenant is not received by Landlord within five (5) days of when due, Tenant shall pay to Landlord an additional sum equal to five percent (5%) of the amount overdue as a late charge for every month or portion thereof that the Rent or other charges remain unpaid. The parties agree that this late charge represents a fair and reasonable estimate of the costs that Landlord will incur by reason of the late payment by Tenant.

Initials:
/s/ Illegible	/s/ Illegible
Landlord	Tenant

     7. SECURITY DEPOSIT. Tenant shall deposit with Landlord upon execution of this Lease Twenty-Five Thousand and 00/100ths Dollars ($25,000.00) as security for the full and faithful performance of every provision of this Lease to be performed by Tenant (the “Security Deposit”). If Tenant defaults with respect to any provision of this Lease, Landlord may apply all or any part of the Security Deposit for the payment of any Rent or other sum in default, the repair of such damage to the Premises or the payment of any other amount which Landlord may spend

6

or become obligated to spend by reason of Tenant’s default or to compensate Landlord for any other loss or damage which Landlord may suffer by reason of Tenant’s default to the full extent permitted by law. If any portion of the Security Deposit is so applied, Tenant shall, within ten (10) days after written demand therefor, deposit cash with Landlord in an amount sufficient to restore the Security Deposit to its original amount. If Tenant is not otherwise in default, the Security Deposit or any balance thereof shall be returned to Tenant within thirty (30) days after the expiration of the Term.

     8. HOLDING OVER. If Tenant remains in possession of all or any part of the Premises after the expiration of the Term, with the express or implied consent of Landlord, such tenancy shall be month-to-month only and shall not constitute a renewal or extension for any further term. Such month-to-month tenancy shall be terminable by either Landlord or Tenant upon thirty (30) days’ prior written notice by one to the other. If Tenant remains in possession either with or without Landlord’s consent, Monthly Rent shall be increased to an amount equal to one hundred fifty percent (150%) of the Monthly Rent payable during the last month of the Term, unless otherwise agreed to by Landlord and Tenant and any other sums due under this Lease shall be payable in the amount and at the times specified in this Lease. Such month-to-month tenancy shall be subject to every other term, condition, and covenant contained herein. If Tenant remains in possession without Landlord’s consent, Tenant shall indemnify, defend and hold Landlord harmless from all claims, costs and liabilities including attorneys’ fees and costs, arising from or in connection with Tenant remaining in possession.

     9. TENANT IMPROVEMENTS. Tenant shall construct the Tenant Improvements pursuant to the terms of EXHIBIT C.

     10. CONDITION OF PREMISES. Tenant shall take possession of the Premises in its “AS IS” condition on the Effective Date (hereafter defined), subject to all applicable laws, codes and ordinances. Landlord represents that it has not received any written notice from any governmental authorities having jurisdiction over the Project that the Premises are not in compliance with Title III of the Americans with Disabilities Act of 1990, 42 U.S.C. 12101 et seq., or California Title 24. Tenant acknowledges that neither Landlord nor Landlord’s Agents have made any representations or warranties as to the suitability or fitness of the Premises for the conduct of Tenant’s business, nor has Landlord or Landlord’s Agents agreed to undertake any alterations, additions or improvements to the Premises. Notwithstanding the foregoing to the contrary, Landlord shall, at its sole cost and expense, upgrade the existing electrical systems of the Premises and deliver 800amp/480 volt service via a meter that reflects only Tenant’s use of power to an electrical distribution panel located inside the Premises, all as more fully set out in the electrical engineering drawings prepared by RK Electric and attached as EXHIBIT G hereto (“Electrical Upgrade Work”), which drawings are hereby approved by Tenant; (the drawings attached as EXHIBIT G hereto being referred to as the “Electrical Upgrade Work Drawings”); provided, however, if Landlord uses the existing electrical power supply for the Building to increase the existing electrical power service to the Premises to the required 800 amp/480 volt electrical service, then Landlord may make such changes or other modifications to the Electrical Upgrade Work Drawings as Landlord determines reasonably necessary to reflect such use of the existing electrical power supply for the Building. Electrical power pursuant to the Electrical Upgrade Work shall be provided to the current electrical distribution panel located in what is depicted as “Electrical Room 121” in the Premises as shown on EXHIBIT G hereto (“Electrical

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Room 121”). Tenant shall be responsible for the temporary hook-up to the HDB Panel within Electrical Room 121, and Landlord, as part of the Electrical Upgrade Work, shall be responsible for the permanent hook-up to the HDB Panel within Electrical Room 121 upon the completion of the Electrical Upgrade Work. Subject to Paragraph 38.N, the Electrical Upgrade Work shall be completed by October 1, 2008. Subject to reasonable temporary interruption, Landlord will maintain the existing electrical service to the Premises which the Electrical Upgrade Work is being performed.

     11. USE OF THE PREMISES.

          A. Tenant’s Use. Tenant shall use the Premises solely for (i) light manufacturing, sales and storage of electronic and semiconductor equipment, and (ii) training and office uses associated with the uses described in the foregoing clause (i), and shall not use the Premises for any other purpose without obtaining the prior written consent of Landlord, which consent shall not be unreasonably withheld. Tenant agrees that the Project is subject and this Lease is subordinate to the CC&Rs. Tenant acknowledges receipt of a copy of the CC&Rs and further acknowledges that it has read the CC&Rs and knows the contents thereof. From and after the Effective Date and throughout the Term, Tenant shall faithfully and timely perform and comply with the CC&Rs and any modification or amendments thereof, provided such modifications or amendments do not materially increase Tenant’s obligations or decrease Tenant’s rights under this Lease.

          B. Compliance with Laws. Tenant shall not use the Premises or suffer or permit anything to be done in or about the Premises or the Project which will in any way conflict with any law, statute, zoning restriction, ordinance or governmental law, rule, regulation or requirement of public authorities now in force or which may hereafter be in force, relating to or affecting the condition, use or occupancy of the Premises or the Project. Tenant shall not commit any public or private nuisance or any other act or thing which might or would disturb the quiet enjoyment of any other tenant of the Project or any occupant of nearby property. Tenant shall place no loads upon the floors, walls or ceilings in excess of the maximum designed load determined by Landlord or which endanger the structure; nor place any harmful liquids in the drainage systems; nor dump or store waste materials or refuse or allow such to remain outside the Building proper, except in the enclosed trash areas provided. Tenant shall not store or permit to be stored or otherwise placed any other material of any nature whatsoever outside the Building; provided, however, Tenant shall be permitted to have and use an exterior, enclosed storage area that is constructed as part of the Tenant Improvements and that has been approved by Landlord as part of the Tenant Improvements pursuant to the terms of EXHIBIT C hereto.

          C. Emissions. From and after the Effective Date and throughout the Term of this Lease:

               (i) Permit any vehicle on the Project to emit exhaust which is in violation of any governmental law, rule, regulation or requirement;

               (ii) Discharge, emit or permit to be discharged or emitted, any liquid, solid or gaseous matter, or any combination thereof, into the atmosphere, the ground or any body of water, which matter, as reasonably determined by Landlord or any governmental entity with

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jurisdiction, does or may pollute or contaminate the same, or is or may become radioactive, or may adversely affect (1) the health or safety of persons, whether on the Premises, the Project, or elsewhere, (2) the condition, use or enjoyment of the Premises or the Project or any other real or personal property located on the Project or elsewhere, or (3) the Project or any of the improvements constructed thereon, including buildings, foundations, pipes, utility lines, landscaping or parking areas;

               (iii) Produce, or permit to be produced, any intense glare, light or heat except within an enclosed or screened area, and then only in such manner that the glare, light or heat shall not be discernible from outside the Premises;

               (iv) Create, or permit to be created, any sound pressure level which will interfere with the quiet enjoyment of any real property outside the Project, or which will create a nuisance or violate any governmental law, rule, regulation or requirement;

               (v) Create or permit to be created any ground vibration that is discernible outside the Premises; or

               (vi) Transmit, receive or permit to be transmitted or received, any electromagnetic, microwave or other radiation which is harmful or hazardous to any person or property in, on or about the Project or elsewhere.

          D. Hazardous Materials.

               (i) Tenant agrees to complete prior to Lease execution the questionnaire attached to the Lease as EXHIBIT E (the “Hazardous Materials Questionnaire”). Tenant represents and warrants that the information completed by Tenant in the Hazardous Materials Questionnaire is true and complete. Tenant agrees to immediately inform Landlord in writing if any of the information contained in the Hazardous Materials Questionnaire becomes untrue, inaccurate or incomplete.

               (ii) Tenant shall not cause or permit any Hazardous Materials, to be generated, brought onto, used, stored, or disposed of in or about the Premises, the Building or any other portion of the Project, by Tenant or its agents, employees, contractors, subtenants, or invitees (collectively, “Tenant’s Agents”), except for standard office supplies and standard janitorial supplies which may be Hazardous Materials but only to the extent that such supplies (and the quantities thereof) are normally used in connection with general office uses. Any handling, transportation, storage, treatment, disposal or use of Hazardous Materials by Tenant and Tenant’s Agents in or about the Premises, shall strictly comply with all applicable Hazardous Materials Laws. Tenant shall indemnify, defend upon demand with counsel reasonably acceptable to Landlord, and hold harmless Landlord and Landlord’s partners, agents, employees, contractors, and invitees from and against any and all liabilities, losses, claims, damages, lost profits, consequential damages, interest, penalties, fines, monetary sanctions, attorneys’ fees, experts’ fees, court costs, remediation costs, investigation costs, and other expenses which result from or arise in any manner whatsoever out of the use, storage, treatment, transportation, release, or disposal of Hazardous Materials on or about the Premises or the Project by Tenant or Tenant’s Agents.

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               (iii) If the presence of Hazardous Materials in, on, or about the Premises or the Project caused or permitted by Tenant or Tenant’s Agents results in contamination or deterioration of water or soil resulting in a level of contamination greater than the levels established as acceptable by any governmental agency having jurisdiction over such contamination, then Tenant shall promptly take any and all action necessary to investigate and remediate such contamination if required by Law or as a condition to the issuance or continuing effectiveness of any governmental approval which relates to the use of the Premises or any part thereof. Tenant shall further be solely responsible for, and shall defend, indemnify, and hold Landlord and Landlord’s agents, partners, subsidiaries, directors, officers, employees, contractors, and invitees harmless from and against, all claims, costs and liabilities, including attorney’s fees and costs, arising out of or in connection with any investigation and remediation required hereunder to return the Premises to its condition existing prior to the appearance of such Hazardous Materials.

               (iv) Landlord and Tenant shall each give written notice to the other as soon as reasonably practicable of (i) any Hazardous Materials which relates to the Premises, and (ii) any contamination of the Premises or the Project by Hazardous Materials which constitutes a violation of any Hazardous Materials Law. Tenant and Tenant’s Agents shall not bring Hazardous Materials of types or quantities differing from those set forth in the Hazardous Materials Questionnaire without first obtaining the written permission of the Landlord. At any time during the Lease term, Tenant shall, within five (5) days after written request therefor received from Landlord, disclose in writing all Hazardous Materials that are being used by Tenant or Tenant’s Agents on the Premises, the nature of such use, and the manner of storage and disposal.

               (v) Landlord may cause testing wells to be installed on or about the Outside Area of the Project, and may cause the ground water to be tested to detect the presence of Hazardous Materials by the use of such tests as are then customarily used for such purposes, provided that Landlord shall use diligent efforts to minimize any inconvenience or disruption to Tenant’s business in connection with such installation. If Tenant so requests, Landlord shall supply Tenant with copies of such test results. The cost of such tests and of the installation, maintenance, repair and replacement of such wells shall be paid by Tenant if such tests disclose the existence of facts which give rise to liability of Tenant pursuant to its indemnity given in Paragraph 11.D(ii) or (iii).

               (vi) As used herein, the term “Hazardous Material,” means any hazardous or toxic substance, material or waste which is or becomes regulated by any local governmental authority, the State of California or the United States Government. The term “Hazardous Material,” includes, without limitation, petroleum products, asbestos, PCB’s, and any material or substance which is (i) defined as hazardous or extremely hazardous pursuant to Section 66160 of Title 26 of the California Code of Regulations, Division 22, (ii) defined as a “hazardous waste” pursuant to Section 1004 of the Federal Resource Conservation and Recovery Act, 42 U.S.C., Section 6901 et seq. (42 U.S.C. Section 6903), or (iii) defined as a “hazardous substance” pursuant to Section 101 of the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C., Section 9601 et seq. (42 U.S.C. 6901). As used herein the term “Hazardous Material Law” shall mean any statute, law, ordinance, or regulation of any governmental body or agency (including the U.S. Environmental Protection Agency, the

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California Regional Water Quality Control Board, and the California Department of Health Services) which regulates the use, storage, release or disposal of any Hazardous Material.

               (vii) The obligations of Landlord and Tenant under this Paragraph 11.D shall survive the expiration or earlier termination of the Lease term. The rights and obligations of Landlord and Tenant with respect to issues relating to Hazardous Materials are exclusively established by this Paragraph 11.D. In the event of any inconsistency between any other part of the Lease and this Paragraph 11.D, the terms of this Paragraph 11.D shall control.

     12. QUIET ENJOYMENT. Landlord covenants that Tenant, upon performing the terms, conditions and covenants of this Lease, shall have quiet and peaceful possession of the Premises as against any person claiming the same by, through or under Landlord.

     13. ALTERATIONS. Tenant shall not make or permit any Alterations in, on or about the Premises, except for nonstructural Alterations not exceeding Five Thousand Dollars ($5,000.00) in cost per calendar year, without the prior written consent of Landlord, and according to plans and specifications approved in writing by Landlord, which consent shall not be unreasonably withheld. With regard to Alterations not requiring Landlord’s consent, Tenant shall provide Landlord copies of all plans and specifications therefor prior to the construction thereof. Notwithstanding the foregoing Tenant shall not, without the prior written consent of Landlord, make any: (i) Alterations to the structure or exterior of the Building; (ii) Alterations to and penetrations of the roof of the Building; and (iii) Alterations visible from outside the Premises, to which Landlord may withhold Landlord’s consent on wholly aesthetic grounds. All Alterations shall be installed at Tenant’s sole expense, in compliance with all applicable laws and the CC&Rs, by a licensed contractor, shall be done in a good and workmanlike manner conforming in quality and design with the Premises existing as of the Commencement Date, and shall not diminish the value of either the Building or the Premises. All Alterations made by Tenant shall be and become the property of Landlord upon installation and shall not be deemed Tenant’s Personal Property. Notwithstanding any other provision of this Lease, Tenant shall be solely responsible for the maintenance and repair of any and all Alterations made by it to the Premises. Tenant shall give Landlord written notice of Tenant’s intention to perform work on the Premises, whether or not Landlord’s consent is required, at least twenty (20) days prior to the commencement of such work to enable Landlord to post and record a Notice of Nonresponsibility or other notice deemed proper before the commencement of any such work. Landlord, at Landlord’s option exercisable at the time of giving its consent to any Alterations if such consent is required, or exercisable at any time prior to the expiration or earlier termination of the Term if no consent by Landlord is required, may require Tenant to remove some or all of any Alterations made by Tenant. If Landlord requires removal of some or all of the Alterations made by Tenant, then Tenant, at Tenant’s sole cost and expense and prior to the expiration or earlier termination of the Term, shall so remove such Alterations.

     14. SURRENDER OF THE PREMISES. Upon the expiration or earlier termination of the Term, Tenant shall surrender the Premises to Landlord in its condition existing as of the completion of the Tenant Improvements, normal wear and tear and fire or other casualty excepted and Alterations which Landlord has not required be removed from the Premises upon the expiration or earlier termination of the Term pursuant to Paragraph 13 also excepted, with all interior walls repaired and repainted if marked or damaged, all carpets shampooed and cleaned,

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all broken, marred or nonconforming acoustical ceiling tiles replaced, all windows washed, the plumbing and electrical systems and lighting in good order and repair, including replacement of any burned out or broken light bulb or ballasts, and all floors cleaned and waxed, all to the reasonable satisfaction of Landlord. Also prior to the expiration or earlier termination of the Term, Tenant shall, at its sole cost and expense, remove all Tenant’s Personal Property from the Premises. Tenant at its sole cost and expense shall repair any damage and perform any restoration work to the Premises caused by Tenant’s removal of Alterations required to be removed by Tenant and Tenant’s removal of Tenant’s Personal Property. If Tenant fails to remove the Alterations required to be removed by Tenant and/or fails to remove Tenant’s Personal Property, and such failure continues after the expiration or earlier termination of the Term, Landlord may retain such property and all rights of Tenant with respect to it shall cease, or, with respect to Tenant’s Personal Property, Landlord may place all or any portion of Tenant’s Personal Property in public storage for Tenant’s account. Tenant shall be liable to Landlord for costs of removal of any Alterations required to be removed by Tenant which are not removed by Tenant and removal of any of Tenant’s Personal Property which are not removed by Tenant, the storage and transportation costs of same, and the cost of repairing and restoring the Premises, together with interest at the Interest Rate from the date of expenditure by Landlord. If the Premises are not so surrendered at the expiration or earlier termination of the Term, Tenant shall indemnify, defend and hold Landlord and Landlord’s Agents harmless against all claims, costs and liabilities, including attorneys’ fees and costs, resulting from Tenant’s delay in so surrendering the Premises.

     15. PERSONAL PROPERTY TAXES. Tenant shall pay prior to delinquency all taxes assessed or levied against Tenant’s Personal Property in, on or about the Premises or elsewhere. When possible, Tenant shall cause its Personal Property to be assessed and billed separately from the real or personal property of Landlord.

     16. UTILITIES AND SERVICES. Tenant shall be responsible for and shall pay promptly all charges for water, gas, electricity, telephone, refuse pickup, janitorial service and all other utilities, materials and services furnished directly to or used by Tenant in, on or about the Premises from and after the Effective Date and throughout the Term, together with any taxes thereon. If such utilities are not separately metered to the Premises, Landlord shall bill Tenant for Tenant’s pro rata share based on Tenant’s Percentage or other equitable basis as determined by Landlord. Landlord shall not be liable in damages or otherwise for any failure or interruption of any utility service or other service furnished to the Premises, except that resulting from the willful misconduct of Landlord.

     17. REPAIR AND MAINTENANCE.

          A. Landlord’s Obligations. Landlord shall maintain in good order, condition and repair the foundation and subflooring of the Building, the roof of the Building (including the roof membrane), exterior walls, interior bearing or structural walls of the Building (excluding, however, interior wall surfaces), the fire-sprinkler system for the Building, and the HVAC system for the Building, except for any damage thereto caused by the negligence or willful acts or omissions of Tenant or of Tenant’s agents, employees or invitees, or by reason of the failure of Tenant to perform or comply with any terms of this Lease, or caused by Alterations made by Tenant or by Tenant’s agents, employees or contractors. Landlord also shall maintain the Outside

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Area in good order, condition and repair. Landlord shall at all times have exclusive control of the Outside Area, including the right to grant easements or other rights of access to third parties, and may at any time temporarily close any part thereof, exclude and restrain anyone from any part thereof, except the bona fide customers, employees and invitees of Tenant who use the Outside Area in accordance with the rules and regulations as Landlord may from time to time promulgate, and may change the configuration of the Outside Area. In exercising any such rights, Landlord shall make a reasonable effort to minimize any disruption of Tenant’s business. It is an express condition precedent to all obligations of Landlord to repair that Tenant shall have notified Landlord of the need for such repairs. Tenant waives the provisions of Sections 1941 and 1942 of the California Civil Code and any similar or successor law regarding Tenant’s right to make repairs and deduct the expenses of such repairs from the Rent due under this Lease.

          B. Tenant’s Obligations. Tenant shall at all times and at its own expense clean, keep and maintain in good order, condition and repair every part of the Premises which is not within Landlord’s obligation pursuant to Paragraph 17.A. Tenant’s repair and maintenance obligations shall include all plumbing and sewage facilities within the Premises, fixtures, interior walls and ceiling, floors, windows, doors, entrances, plateglass, showcases, skylights, all electrical facilities and equipment, including lighting fixtures, lamps, fans and any exhaust equipment and systems, any automatic fire extinguisher equipment within the Premises, electrical motors and all other appliances and equipment of every kind and nature located in, upon or about the Premises. Tenant shall also be responsible for all pest control within the Premises.

          C. Reimbursement by Tenant.

               (i) Tenant to Pay Operating Expenses. Tenant shall pay Landlord monthly, as Additional Rent, Tenant’s Percentage of Operating Expenses; provided, however, and notwithstanding any provision of this Lease to the contrary, Tenant shall pay Landlord, in accordance with this Paragraph 17.C., the entire amount (and not just Tenant’s Percentage) of any Operating Expenses incurred by Landlord which relate solely to the Premises or which are incurred solely for or on behalf of Tenant.

               (ii) Operating Expenses. As used herein, the term “Operating Expenses” shall mean all costs and expenses of any kind or nature whatsoever incurred by Landlord in connection with the ownership, operation, management, maintenance, and repair of the Outside Area and the Building, or any portions thereof, including, without limitation the following: the cost of annual roof inspections; all charges, costs, expenses, wages, services, benefits, insurance and payroll taxes or fees for all parties (including employees, contractors, or affiliates of Landlord) providing services in connection with the operation, maintenance, repair, supervision and/or security of the Building and or the Outside Area (provided that Landlord, in its sole and absolute discretion, may, but shall not be obligated to, provide any security services for the Building or the Outside Area), including taxes, insurance and benefits relating thereto; the rental cost and overhead of any office and storage space used to provide such services; cost of all supplies, materials and labor used in the operation, repair, replacement and maintenance of the Building and the Outside Area; all cost of repairs and general maintenance of the Building and the Outside Area (excluding repairs and general maintenance paid for by proceeds of insurance or by Tenant or other third parties); all cost of repairs and general maintenance of the HVAC system for the Building, including, without limitation, the cost of preventative maintenance

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contracts and other periodic inspections; all cost of resurfacing and restriping of the parking area of the Project; all cost of painting, sweeping, maintenance and repair of sidewalks, fountains, curbs and signs, landscape sprinkler systems, planting and landscaping; all cost of lighting and other utilities; all cost of installing, maintaining, or repairing directional signs and other markers and bumpers; all cost of maintenance and repair of any fire protection systems, lighting systems, storm drainage systems, and any other utility system; all cost of garbage, trash, rubbish and waste removal; all costs with respect to repairs and maintenance of utility facilities (including pipes and conduits) serving more than one tenant; depreciation on maintenance and operating machinery and equipment (if owned) and rental paid for such machinery and equipment (if rented); premiums for commercial liability insurance covering the Project; premiums for all risk or causes of loss-special form insurance and, at Landlord’s option, earthquake insurance on the Building; premiums for insurance against loss of rents for a period of twelve (12) months from the date of the loss; Real Property Taxes; the management fee for the manager of the Building; and all cost of any capital improvements made to the Building or the Outside Area to reduce operating costs, to comply with governmental rules and regulations enacted after completion of the Building, to replace the roof (including the roof membrane) of the Building, to replace the HVAC system for the Building or any portion thereof, or to resurface the parking areas of the Project. The cost of any capital improvements, together with interest thereon, shall be amortized over the useful life of the improvement and only the annual amortized cost of such item shall be included in Operating Expenses annually.

               (iii) Exclusions from Operating Expenses. Notwithstanding anything to the contrary contained in this Lease, Operating Expenses shall not include the following: (a) costs expended in the original construction of the Building and the Project; (b) costs of alterations or improvements made to the Premises or the premises of other tenants of the Project; (c) depreciation, interest and principal payments on mortgages, ground rents, and other debt costs, if any; (d) expenses resulting from the sole negligence of Landlord or its Agents; (e) legal fees, leasing commissions, advertising expenses and other expenses incurred in connection with the leasing of the Project; (f) costs for which Landlord is reimbursed by insurance; (g) services provided to other tenants in the Building or the Project which are not provided to Tenant; (h) fines, penalties, and interest; (i) costs incurred by Landlord to correct defects in the construction of the Building or the Project; and (j) costs to repair or maintain the structural parts of the Building, which are agreed for purposes of this Lease to be the foundation, the subflooring, the roof structure (but not the roof membrane), the exterior walls, and the interior bearing walls (but not the interior wall surfaces).

               (iv) Monthly Payments. From and after the Commencement Date, Tenant shall pay to Landlord on the first day of each calendar month of the Term Tenant’s Percentage of the estimated monthly Operating Expenses incurred by Landlord. The foregoing estimated monthly charges may be adjusted by Landlord at the end of any calendar quarter on the basis of Landlord’s experience and reasonably anticipated costs. Any such adjustment shall be effective as of the calendar month next succeeding receipt by Tenant of written notice of such adjustment. Within one hundred twenty (120) days following the end of each calendar year Landlord shall furnish Tenant a statement of such actual expenses (“Actual Expenses”) for the calendar year and the payments made by Tenant with respect to such period. If Tenant’s payments for the Operating Expenses do not equal the amount of the Actual Expenses, Tenant shall pay Landlord the deficiency within thirty (30) days after receipt of such statement. If Tenant’s

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payments exceed the Actual Expenses, Landlord shall offset the excess against the Operating Expenses thereafter becoming due to Landlord. There shall be appropriate adjustments of the Operating Expenses as of the Commencement Date and expiration of the Term.

          D. Compliance with Governmental Regulations. Tenant shall, at its cost, comply with, including the making by Tenant of any Alteration to the Premises, all present and future regulations, rules, laws, ordinances, and requirements of all governmental authorities (including, without limitation, state, municipal, County and federal governments and their departments, bureaus, boards and officials) arising from Tenant’s use or occupancy of the Premises.

     18. LIENS. Tenant shall keep the Building and the Project free from any liens arising out of any work performed, materials furnished or obligations incurred by or on behalf of Tenant and shall indemnify, defend and hold Landlord and Landlord’s Agents harmless from all claims, costs and liabilities, including attorneys’ fees and costs, in connection with or arising out of any such lien or claim of lien. Tenant shall cause any such lien imposed to be released of record by payment or posting of a proper bond acceptable to Landlord within ten (10) days after written request by Landlord. Tenant shall give Landlord written notice of Tenant’s intention to perform work on the Premises which might result in any claim of lien at least ten (10) days prior to the commencement of such work to enable Landlord to post and record a Notice of Nonresponsibility. If Tenant fails to so remove any such lien within the prescribed ten (10) day period, then Landlord may do so at Tenant’s expense and Tenant shall reimburse Landlord for such amounts upon demand. Such reimbursement shall include all costs incurred by Landlord including Landlord’s reasonable attorneys’ fees with interest thereon at the Interest Rate.

     19. LANDLORD’S RIGHT TO ENTER THE PREMISES. Tenant shall permit Landlord and Landlord’s Agents to enter the Premises at all reasonable times with reasonable notice, except for emergencies in which case no notice shall be required, to inspect the same, to post Notices of Nonresponsibility and similar notices, to show the Premises to interested parties such as prospective lenders, to make necessary repairs, to discharge Tenant’s obligations hereunder when Tenant has failed to do so within a reasonable time after written notice from Landlord, and at any reasonable time within one hundred and eighty (180) days prior to the expiration or earlier termination of the Term, to place upon the Building and the Outside Area ordinary “For Lease” signs and to show the Premises to prospective tenants. The above rights are subject to reasonable security regulations of Tenant, and to the requirement that Landlord shall at all times act in a manner to cause the least possible physical interference with Tenant’s business.

     20. SIGNS. The location, size, design, color and other physical aspects of Tenant’s identification signage shall comply with the sign criteria for the Project attached as EXHIBIT F and shall be subject to the Landlord’s written approval prior to installation (which shall not be unreasonably withheld), the CC&Rs, and any appropriate municipal or other governmental approvals. The cost of Tenant’s signs, their installation, maintenance and removal expense shall be Tenant’s sole expense. If Tenant fails to maintain its signs, or, if Tenant fails to remove its signs upon termination of this Lease, Landlord may do so at Tenant’s expense and Tenant’s reimbursement to Landlord for such amounts shall be deemed Additional Rent.

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     21. INSURANCE.

          A. Indemnification. Tenant hereby agrees to defend, indemnify and hold harmless Landlord and Landlord’s Agents from and against any and all claims, damage, loss, liability or expense including attorneys’ fees and legal costs suffered directly or by reason of any claim, suit or judgment brought by or in favor of any person or persons for damage, loss or expense due to, but not limited to, bodily injury and property damage sustained by such person or persons which arises out of, is occasioned by or in any way attributable to the use or occupancy of the Premises or the Project or any part thereof and adjacent areas by Tenant, the acts or omissions of the Tenant, its agents, employees or any contractors brought onto the Premises or the Project by Tenant, except to the extent caused by the negligence or willful misconduct of Landlord or Landlord’s Agents. Tenant agrees that the obligations assumed herein shall survive the termination or expiration of this Lease. The foregoing indemnity shall not apply, however, to any claims, damage, loss, liability or expense arising out of or in connection with the presence of any Hazardous Materials in, on or about the Project, which indemnity shall be governed solely by the provisions of Paragraph 11.D.

          B. Tenant’s Insurance. Commencing on the Effective Date and continuing throughout the Term, Tenant agrees to maintain in full force and effect, at its own expense, for the protection of Tenant and Landlord, as their interests may appear, policies of insurance issued by a responsible carrier or carriers acceptable to Landlord which afford the following coverages:

               (i) Commercial general liability insurance in an amount not less than Five Million and no/l00ths Dollars ($5,000,000.00) combined single limit for both bodily injury and property damage which includes blanket contractual liability broad form property damage, personal injury, completed operations and products liability, naming Landlord and Landlord’s Agents as additional insureds.

               (ii) “Special Causes of Loss” form property insurance on the Tenant Improvements and any Alterations made by Tenant. Such insurance shall be in the full amount of the replacement cost thereof, as the same may from time to time increase as a result of inflation or otherwise, and shall be in a form providing coverage comparable to the coverage provide in the standard ISO “Special Causes of Loss” form. As long as this Lease is in effect, the proceeds from policies of such insurance shall be used for the repair and replacement of Tenant Improvements and any Alterations made by Tenant

               (iii) “Special Causes of Loss” form property insurance (including, without limitation, vandalism, malicious mischief, inflation endorsement, and sprinkler leakage endorsement) on Tenant’s Personal Property located on or in the Premises. Such insurance shall be in the full amount of the replacement cost, as the same may from time to time increase as a result of inflation or otherwise, and shall be in a form providing coverage comparable to the coverage provided in the standard ISO “Special Causes of Loss” form. As long as this Lease is in effect, the proceeds of such policy shall be used for the repair and replacement of such items so insured. Landlord shall have no interest in the insurance proceeds on Tenant’s Personal Property.

          C. Premises Insurance. During the Term Landlord shall maintain “Special Causes of Loss” form property insurance (including inflation endorsement, sprinkler leakage

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endorsement and, at Landlord’s option, boiler and machinery insurance, earthquake and flood coverage) on the Building, excluding coverage of all the Tenant Improvements, all Alterations made by Tenant, and Tenant’s Personal Property located on or in the Premises. Such insurance shall also include insurance against loss of rents on a “Special Causes of Loss” form basis, including, at Landlord’s option, earthquake and flood, in an amount equal to the Monthly Rent and Additional Rent, and any other sums payable under the Lease, for a period of at least twelve (12) months commencing on the date of loss. Such insurance shall name Landlord and its Agents as named insureds and include a lender’s loss payable endorsement in favor of Landlord’s lender (Form 438 BFU Endorsement). If the Project insurance premiums are increased after the Commencement Date, due to an increase in the value of the Building or its replacement cost, Tenant shall pay Tenant’s Percentage of such increase within ten (10) days of notice of such increase. If such insurance premiums are increased due to Tenant’s use of the Premises, improvements installed by Tenant, or any other cause solely attributable to Tenant, Tenant shall pay the full amount of the increase.

          D. Waiver of Subrogation. Landlord and Tenant each hereby waive all rights of recovery against the other on account of loss or damage occasioned to such waiving party for its property or the property of others under its control to the extent that such loss or damage is insured against under any insurance policies which may be in force at the time of such loss or damage. Tenant and Landlord shall, upon obtaining policies of insurance required hereunder, give notice to the insurance carrier that the foregoing mutual waiver of subrogation is contained in this Lease and Tenant and Landlord shall cause each insurance policy obtained by such party to provide that the insurance company waives all right of recovery by way of subrogation against either Landlord or Tenant in connection with any damage covered by such policy.

          E. Increased Coverage. Upon demand, Tenant shall provide Landlord, at Tenant’s expense, with such increased amount of existing insurance, and such other insurance as Landlord or Landlord’s lender may reasonably require to afford Landlord and Landlord’s lender adequate protection.

          F. Co-lnsurer. If, on account of the failure of Tenant to comply with the foregoing provisions, Landlord is adjudged a co-insurer by its insurance carrier, then, any loss or damage Landlord shall sustain by reason thereof, including attorneys’ fees and costs, shall be borne by Tenant and shall be immediately paid by Tenant upon receipt of a bill therefor and evidence of such loss.

          G. Insurance Requirements. All insurance required to be maintained by Tenant under this Lease shall be in a form satisfactory to Landlord and shall be carried with companies that have a general policy holder’s rating of not less than “A” and a financial rating of not less than Class “X” in the most current edition of Best’s Insurance Reports; shall provide that such policies shall not be subject to material alteration or cancellation except after at least thirty (30) days’ prior written notice to Landlord; and shall be primary as to Landlord. The policy or policies, or duly executed certificates for them, together with satisfactory evidence of payment of the premium thereon shall be deposited with Landlord prior to the Commencement Date, and upon renewal of such policies, not less than thirty (30) days prior to the expiration of the term of such coverage. If Tenant fails to procure and maintain the insurance required hereunder,

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Landlord may, but shall not be required to, order such insurance at Tenant’s expense and Tenant shall reimburse Landlord. Such reimbursement shall include all costs incurred by Landlord including Landlord’s reasonable attorneys’ fees, with interest thereon at the Interest Rate.

          H. Landlord’s Disclaimer. Landlord and Landlord’s Agents shall not be liable for any loss or damage to persons or property resulting from fire, explosion, falling plaster, glass, tile or sheetrock, steam, gas, electricity, water or rain which may leak from any part of the Building or from the pipes, appliances or plumbing works therein or from the roof, street or subsurface, or any other cause whatsoever, unless caused by or due to the sole negligence or willful acts of Landlord. Tenant shall give prompt written notice to Landlord in case of a casualty, accident or repair needed in the Premises.

     22. DAMAGE OR DESTRUCTION.

          A. Landlord’s Obligation to Rebuild. If the Premises or the Building is damaged or destroyed, Landlord shall promptly and diligently repair the same unless either Landlord or Tenant has the right to terminate this Lease as provided herein and either party has elected to so terminate .

          B. Right to Terminate. Landlord shall have the right to terminate this Lease in the event any of the following events occurs:

               (i) Insurance proceeds are not available to pay one hundred percent (100%) of the cost of such repair, excluding the deductible for the insurance policy under which the insurance proceeds are payable and for which deductible Tenant shall be responsible to reimburse Landlord as part of the Operating Expenses;

               (ii) The Premises cannot, with reasonable diligence, be fully repaired by Landlord within one hundred twenty (120) days after the date of the damage or destruction; or

               (iii) The Premises cannot be safely repaired because of the presence of hazardous factors, including, but not limited to, earthquake faults, radiation, chemical waste and other similar dangers.

          If Landlord elects to terminate this Lease, Landlord shall give Tenant written notice of its election to terminate within thirty (30) days after such damage or destruction, and this Lease shall terminate fifteen (15) days after the date Tenant receives such notice. If Landlord elects not to terminate the Lease, subject to Tenant’s termination right set forth below, Landlord shall promptly commence the process of obtaining necessary permits and approvals and repair of the Premises or the Building as soon as practicable, and this Lease will continue in full force and effect. All insurance proceeds from insurance under Paragraph 21, excluding proceeds for under Tenant’s liability insurance and for Tenant’s Personal Property and under Paragraph 21.C., shall be disbursed and paid to Landlord. Tenant shall be required to pay to Landlord the amount of any deductibles payable in connection with any insured casualties, unless the casualty was caused by the sole negligence or willful misconduct of Landlord.

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          Tenant shall have the right to terminate this Lease, if the Premises cannot, with reasonable diligence and subject to Tenant delays, be fully repaired within one hundred eighty (180) days from the date of damage or destruction. The determination of the estimated repair period shall be made by Landlord in its good faith business judgment within thirty (30) days after such damage or destruction. Landlord shall deliver written notice of the repair period to Tenant after such determination has been made and Tenant shall exercise its right to terminate this Lease, if at all, within ten (10) days of receipt of such notice from Landlord. If this Lease is terminated by either party as permitted herein, Landlord shall refund to Tenant any prepaid Rent allocable to the period following the date of the casualty.

          Notwithstanding anything to the contrary herein, in the event of any termination of this Lease as provided for in this Paragraph 22, all insurance proceeds payable under policies maintained by Tenant under Paragraph 21.B.(ii) shall be disbursed and paid to Landlord.

          C. Limited Obligation to Repair. Landlord’s obligation, should it elect or be obligated to repair or rebuild, shall be limited to the Premises or the Building, as the case may be, as any or all of the same existed immediately prior to the casualty, excluding, however, the Tenant Improvements and any Alterations made by Tenant.

          D. Abatement of Rent. Rent shall be temporarily abated proportionately during any period when, by reason of such damage or destruction, Landlord and Tenant reasonably determine that there is substantial interference with Tenant’s use of the Premises, having regard to the extent to which Tenant may be required to discontinue Tenant’s use of the Premises. Such abatement shall commence upon such damage or destruction and end upon substantial completion by Landlord of the repair or reconstruction which Landlord is obligated or undertakes to do. Tenant shall not be entitled to any other compensation or damages from Landlord for loss of the use of the Premises, damage to Tenant’s Personal Property or any inconvenience occasioned by such damage, repair or restoration. Tenant hereby waives the provisions of Section 1932, Subdivision 2, and Section 1933, Subdivision 4, of the California Civil Code and the provisions of any similar law hereinafter enacted.

          E. Damage Near End of Term. Anything herein to the contrary notwithstanding, if the Premises or the Building is destroyed or damaged during the last twelve (12) months of the Term, then Landlord or Tenant may, at its option, cancel and terminate this Lease as of the date of the occurrence of such damage. If neither Landlord nor Tenant elects to so terminate this Lease, the repair of such damage shall be governed by Paragraphs 22.A. and 22.B.

     23. CONDEMNATION. If title to all of the Premises or Building or so much thereof is taken for any public or quasi-public use under any statute or by right of eminent domain so that reconstruction of the Premises or Building will not, in Landlord’s and Tenant’s mutual opinion, result in the Premises being reasonably suitable for Tenant’s continued occupancy for the uses and purposes permitted by this Lease, this Lease shall terminate as of the date that possession of the Premises or Building or part thereof be taken, and Landlord shall refund to Tenant any prepaid Rent allocable to the period following the date of the taking. A sale by Landlord to any authority having the power of eminent domain, either under threat of condemnation or while condemnation proceedings are pending, shall be deemed a taking under the power of eminent domain for all purposes of this paragraph.

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          If any part of the Premises or Building is taken and the remaining part is reasonably suitable for Tenant’s continued occupancy for the purposes and uses permitted by this Lease, this Lease shall, as to the part so taken, terminate as of the date that possession of such part of the Premises or Building is taken. The Rent and other sums payable hereunder shall be reduced in the same proportion that Tenant’s use and occupancy of the Premises is reduced. If any portion of the Outside Area is taken, Tenant’s Rent shall be reduced only if such taking materially interferes with Tenant’s use of the Outside Area and then only to the extent that the fair market rental value of the Premises is diminished by such partial taking. If the parties disagree as to the amount of Rent reduction, the matter shall be resolved by arbitration and such arbitration shall comply with and be governed by the California Arbitration Act, Sections 1280 through 1294.2 of the California Code of Civil Procedure. Each party hereby waives the provisions of Section 1265.130 of the California Code of Civil Procedure allowing either party to petition the Superior Court to terminate this Lease in the event of a partial taking of the Project or Premises.

          No award for any partial or entire taking shall be apportioned. Tenant assigns to Landlord its interest in any award which may be made in such taking or condemnation, together with any and all rights of Tenant arising in or to the same or any part thereof. Nothing contained herein shall be deemed to give Landlord any interest in or require Tenant to assign to Landlord any separate award made to Tenant for the taking of Tenant’s Personal Property, for the interruption of Tenant’s business, or its moving costs.

     24. ASSIGNMENT AND SUBLETTING.

          A. Landlord’s Consent. Tenant shall not enter into a Sublet without Landlord’s prior written consent, which consent shall not be unreasonably withheld. Any attempted or purported Sublet without Landlord’s prior written consent shall be void and confer no rights upon any third person and, at Landlord’s election, shall terminate this Lease. Each Subtenant shall agree in writing, for the benefit of Landlord, to assume, to be bound by, and to perform the terms, conditions and covenants of this Lease to be performed by Tenant. Notwithstanding anything contained herein, Tenant shall not be released from personal liability for the performance of each term, condition and covenant of this Lease by reason of Landlord’s consent to a Sublet unless Landlord specifically grants such release in writing.

          B. Information to be Furnished. If Tenant desires at any time to Sublet the Premises or any portion thereof, it shall first notify Landlord of its desire to do so and shall submit in writing to Landlord: (i) the name and identity of the proposed Subtenant; (ii) the nature of the proposed Subtenant’s business to be carried on in the Premises; (iii) the terms and provisions of the proposed Sublet and a copy of the proposed Sublet form containing a description of the subject premises; and (iv) such financial information, including financial statements, as Landlord may reasonably request concerning the proposed Subtenant.

          C. Landlord’s Alternatives. Within thirty (30) days after Landlord’s receipt of the information specified in Paragraph 24.B., Landlord shall, by written notice to Tenant, elect: (i) if the proposed Sublet is a sublease, then to terminate this Lease as of the commencement date stated in the proposed sublease with respect to all or any portion of the

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Premises Tenant proposes to sublease, or if the proposed Sublet is an assignment of Tenant’s interest in the Lease, then to terminate this Lease as of the commencement date stated in the proposed assignment; (ii) to consent to the Sublet by Tenant; or (iii) to refuse its consent to the Sublet. If Landlord proceeds under Paragraph 24.C.(ii) and consents to the Sublet, Tenant may thereafter enter into a valid Sublet of the Premises or portion thereof, upon the terms and conditions and with the proposed Subtenant set forth in the information furnished by Tenant to Landlord pursuant to Paragraph 24.B., subject, however, at Landlord’s election, to the condition that fifty percent (50%) of any excess of the Subrent over the Rent required to be paid by Tenant under this Lease, less reasonable attorneys’ fees and leasing commissions paid by Tenant on the Sublease, shall be paid to Landlord.

          D. Proration. For the purposes of determining the excess Subrent payable to Landlord pursuant to Paragraph 24.C, if a portion of the Premises is Sublet, the pro rata share of the Rent attributable to such partial area of the Premises shall be determined by Landlord by dividing the Rent payable by Tenant hereunder by the total square footage of the Premises and multiplying the resulting quotient (the per square foot rent) by the number of square feet of the Premises which are Sublet.

          E. Exempt Sublets. Notwithstanding the above, Landlord’s prior written consent shall not be required for an assignment of this Lease to an Affiliate (hereafter defined in this Paragraph 24.E.) of Tenant or a corporation into which Tenant merges or consolidates, if Tenant gives Landlord prior written notice of the name of any such assignee, if the assignee assumes, in writing, for the benefit of Landlord all of Tenant’s obligations under the Lease, and if the assignee has a tangible net worth, as evidenced by financial statements delivered to Landlord and certified by an independent certified public accountant or Tenant’s chief financial officer, equal to or more than Tenant’s tangible net worth immediately before such assignment. An assignment or other transfer of this Lease to a purchaser of all or substantially all of the assets of Tenant shall be deemed a Sublet requiring Landlord’s prior written consent. The term “Affiliate” as used herein shall mean any partnership, limited liability company, or corporation which directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with another partnership, limited liability company, or corporation. The term “control,” as used in the immediately preceding sentence shall mean with respect to a corporation the right to exercise, directly or indirectly, more than fifty percent (50%) of the voting rights attributable to the controlled corporation, and, with respect to any partnership or limited liability company, the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of the controlled partnership or limited liability company, as applicable.

          F. Encumbrances. Tenant shall not encumber, hypothecate or transfer as security (whether by conditional assignment or sublease, or otherwise) this Lease, or any of Tenant’s rights, duties or obligations hereunder.

     25. DEFAULT.

          A. Tenant’s Default. A default under this Lease by Tenant shall exist if any of the following occurs:

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               (i) If Tenant fails to pay Rent or any other sum required to be paid hereunder within five (5) days after the date written notice is given to Tenant of such failure; provided, however, no notice shall be required to be given to Tenant of any such failures occurring during the twelve (12) month period following the first such failure; or

               (ii) If Tenant fails to perform any term, covenant or condition of this Lease except those requiring the payment of money, and Tenant fails to cure such breach within fifteen (15) days after written notice from Landlord where such breach could reasonably be cured within such fifteen (15) day period; provided, however, that where such failure could not reasonably be cured within the fifteen (15) day period, that Tenant shall not be in default if it commences such cure within the fifteen (15) day period and thereafter diligently prosecutes same to completion, which completion shall occur not later than sixty (60) days from the date of receipt of written notice from Landlord; or

               (iii) If Tenant assigns its assets for the benefit of its creditors; or

               (iv) If the sequestration or attachment of or execution on any material part of Tenant’s Personal Property essential to the conduct of Tenant’s business occurs, and Tenant fails to obtain a return or release of such Personal Property within thirty (30) days thereafter, or prior to sale pursuant to such sequestration, attachment or levy, whichever is earlier; or

               (v) If a court makes or enters any decree or order other than under the bankruptcy laws of the United States adjudging Tenant to be insolvent; or approving as properly filed a petition seeking reorganization of Tenant; or directing the winding up or liquidation of Tenant and such decree or order shall have continued for a period of thirty (30) days.

          B. Remedies. Upon a default, Landlord shall have the following remedies, in addition to all other rights and remedies provided by law or otherwise provided in this Lease, to which Landlord may resort cumulatively or in the alternative:

               (i) Landlord may continue this Lease in full force and effect, and this Lease shall continue in full force and effect as long as Landlord does not terminate this Lease, and Landlord shall have the right to collect Rent when due.

               (ii) Landlord may terminate Tenant’s right to possession of the Premises at any time by giving written notice to that effect, and relet the Premises or any part thereof. Tenant shall be liable immediately to Landlord for all costs Landlord incurs in reletting the Premises or any part thereof, including, without limitation, broker’s commissions, expenses of cleaning and redecorating the Premises required by the reletting and like costs. Reletting may be for a period shorter or longer than the remaining term of this Lease. No act by Landlord other than giving written notice to Tenant shall terminate this Lease. Acts of maintenance, efforts to relet the Premises or the appointment of a receiver on Landlord’s initiative to protect Landlord’s interest under this Lease shall not constitute a termination of Tenant’s right to possession. On termination, Landlord has the right to remove all Tenant’s Personal Property and store the same at Tenant’s cost and to recover from Tenant as damages:

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                    (a) The worth at the time of award of unpaid Rent and other sums due and payable which had been earned at the time of termination; plus

                    (b) The worth at the time of award of the amount by which the unpaid Rent and other sums due and payable which would have been payable after termination until the time of award exceeds the amount of such Rent loss that Tenant prove could have been reasonably avoided; plus

                    (c) The worth at the time of award of the amount by which the unpaid Rent and other sums due and payable for the balance of the Term after the time of award exceeds the amount of such Rent loss that Tenant proves could be reasonably avoided; plus

                    (d) Any other amount necessary to compensate Landlord for all the detriment proximately caused by Tenant’s failure to perform Tenant’s obligations under this Lease, or which, in the ordinary course of things, would be likely to result therefrom, including, without limitation, any costs or expenses incurred by Landlord: (i) in retaking possession of the Premises; (ii) in maintaining, repairing, preserving, restoring, replacing, cleaning, altering or rehabilitating the Premises or any portion thereof, including such acts for reletting to a new tenant or tenants; (iii) for leasing commissions; or (iv) for any other costs necessary or appropriate to relet the Premises; plus

                    (e) At Landlord’s election, such other amounts in addition to or in lieu of the foregoing as may be permitted from time to time by the laws of the State of California.

               The “worth at the time of award” of the amounts referred to in Paragraphs 25.B.(ii)(a) and 25.B.(ii)(b) is computed by allowing interest at the Interest Rate on the unpaid rent and other sums due and payable from the termination date through the date of award. The “worth at the time of award” of the amount referred to in Paragraph 25.B.(ii)(c) is computed by discounting such amount at the discount rate of the Federal Reserve Bank of San Francisco at the time of award plus one percent (1%). Tenant waives redemption or relief from forfeiture under California Code of Civil Procedure Sections 1174 and 1179, or under any other present or future law, in the event Tenant is evicted or Landlord takes possession of the Premises by reason of any default of Tenant hereunder.

               (iii) Landlord may, with or without terminating this Lease, re-enter the Premises and remove all persons and property from the Premises; such property may be removed and stored in a public warehouse or elsewhere at the cost of and for the account of Tenant. No re-entry or taking possession of the Premises by Landlord pursuant to this paragraph shall be construed as an election to terminate this Lease unless a written notice of such intention is given to Tenant.

          C. Bankruptcy.

               (i) The commencement of a bankruptcy action or liquidation action or reorganization action or insolvency action or an assignment of or by Tenant for the benefit of creditors, or any similar action undertaken by Tenant, or the insolvency of Tenant, shall, at

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Landlord’s option, constitute a breach of this Lease by Tenant. If the trustee or receiver appointed to serve during a bankruptcy, liquidation, reorganization, insolvency or similar action elects to reject Tenant’s unexpired Lease, the trustee or receiver shall notify Landlord in writing of its election within thirty (30) days after an order for relief in a liquidation action or within thirty (30) days after the commencement of any action.

               (ii) Within thirty (30) days after court approval of the assumption of this Lease, the trustee or receiver shall cure (or provide adequate assurance to the reasonable satisfaction of Landlord that the trustee or receiver shall cure) any and all previous defaults under the unexpired Lease and shall compensate Landlord for all actual pecuniary loss resulting from Tenant’s breach of this Lease, including any attorneys’ fees and costs incurred by Landlord as a result of such breach and/or the bankruptcy proceedings instituted by or against Tenant, and shall provide adequate assurance of future performance under the Lease to the reasonable satisfaction of Landlord. Adequate assurance of future performance, as used herein, includes, but shall not be limited to: (i) assurance of source and payment of Rent, and other consideration due under this Lease; (ii) assurance that the assumption or assignment of this Lease will not breach any provision, such as radius, location, use, or exclusivity provision, in any other lease of space within the Project.

               (iii) Nothing contained in this Paragraph 25.C. shall affect the right of Landlord to refuse to accept an assignment upon commencement of or in connection with a bankruptcy, liquidation, reorganization or insolvency action or an assignment of Tenant for the benefit of creditors or other similar act. Nothing contained in this Lease shall be construed as giving or granting or creating an equity in the Premises to Tenant. In no event shall the leasehold estate under this Lease, or any interest therein, be assigned by voluntary or involuntary bankruptcy proceeding without the prior written consent of Landlord. In no event shall this Lease or any rights or privileges hereunder be an asset of Tenant under any bankruptcy, insolvency or reorganization proceedings.

          D. Landlord’s Default. Landlord shall not be deemed to be in default in the performance of any obligation required to be performed by it hereunder unless and until it has failed to perform such obligation within thirty (30) days after receipt of written notice by Tenant to Landlord specifying the nature of such default; provided, however, that if the nature of Landlord’s obligation is such that more than thirty (30) days are required for its performance, then Landlord shall not be deemed to be in default if it shall commence such performance within such thirty (30) day period and thereafter diligently prosecute the same to completion.

     26. SUBORDINATION. This Lease is subject and subordinate to mortgages and deeds of trust (collectively “Encumbrances”) which may now affect the Building or the Project, to the CC&Rs and to all renewals, modifications, consolidations, replacements and extensions thereof; provided, however, if the holder or holders of any such Encumbrance (“Holder”) shall require that this Lease be prior and superior thereto, Tenant shall, within seven (7) business days after written request from Landlord, execute, have acknowledged and deliver any and all reasonable documents or instruments, which Landlord or Holder deems necessary or desirable for such purposes. Landlord shall have the right to cause this Lease to be and become and remain subject and subordinate to any and all Encumbrances which may hereafter be executed covering the Building or the Project or any renewals, modifications, consolidations, replacements or

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extensions thereof, for the full amount of all advances made or to be made thereunder and without regard to the time or character of such advances, together with interest thereon and subject to all the terms and provisions thereof; provided only, that in the event of termination of any such lease or upon the foreclosure of any such mortgage or deed of trust, so long as Tenant is not in default, Holder agrees to recognize Tenant’s rights under this Lease as long as Tenant shall pay the Rent and observe and perform all the provisions of this Lease to be observed and performed by Tenant. Within ten (10) days after Landlord’s written request, Tenant shall execute any and all documents required by Landlord or the Holder to make this Lease subordinate to any lien of the Encumbrance. If Tenant fails to do so, it shall be deemed that this Lease is subordinated. Notwithstanding anything to the contrary set forth in this paragraph, Tenant hereby attorns and agrees to attorn to any entity purchasing or otherwise acquiring the Building or the Project at any sale or other proceeding or pursuant to the exercise of any other rights, powers or remedies under such Encumbrance.

     27. NOTICES. Any notice or demand required or desired to be given under this Lease shall be in writing and shall be personally served or in lieu of personal service may be given by mail. If given by mail, such notice shall be deemed to have been given when seventy-two (72) hours have elapsed from the time when such notice was deposited in the United States mail, registered or certified, and postage prepaid, addressed to the party to be served. At the date of execution of this Lease, the addresses of Landlord and Tenant are as set forth in Paragraph 1. After the Commencement Date, the address of Tenant shall be the address of the Premises. Either party may change its address by giving notice of same in accordance with this paragraph.

     28. ATTORNEYS’ FEES. If either party brings any action or legal proceeding for damages for an alleged breach of any provision of this Lease, to recover Rent, or other sums due, to terminate the tenancy of the Premises or to enforce, protect or establish any term, condition or covenant of this Lease or right of either party, the prevailing party shall be entitled to recover as a part of such action or proceedings, or in a separate action brought for that purpose, reasonable attorneys’ fees and costs.

     29. ESTOPPEL CERTIFICATES; FINANCIAL STATEMENTS. Tenant shall within seven (7) business days following written request by Landlord:

          (i) Execute and deliver to Landlord any documents, including estoppel certificates, in the form prepared by Landlord (a) certifying that this Lease is unmodified and in full force and effect or, if modified, stating the nature of such modification and certifying that this Lease, as so modified, is in full force and effect and the date to which the Rent and other charges are paid in advance, if any, and (b) acknowledging that there are not, to Tenant’s knowledge, any uncured defaults on the part of Landlord, or, if there are uncured defaults on the part of the Landlord, stating the nature of such uncured defaults, and (c) evidencing the status of the Lease as may be required either by a lender making a loan to Landlord to be secured by deed of trust or mortgage covering the Building or the Project or a purchaser of the Building or the Project from Landlord. Tenant’s failure to deliver an estoppel certificate within seven (7) business days after delivery of Landlord’s written request therefor shall be conclusive upon Tenant (a) that this Lease is in full force and effect, without modification except as may be

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represented by Landlord, (b) that there are now no uncured defaults in Landlord’s performance and (c) that no Rent has been paid in advance.

          (ii) Deliver to Landlord the current financial statements of Tenant, and financial statements of the two (2) years prior to the current financial statements year, with an opinion of a certified public accountant, including a balance sheet and profit and loss statement for the most recent prior year, all prepared in accordance with generally accepted accounting principles consistently applied; provided, however, if Tenant is required to file public financial statements with the U.S. Securities and Exchange Commission (“SEC”), then the providing by Tenant to Landlord of all financial statements filed with the SEC shall fulfill Tenant’s obligations under this Paragraph 29(ii).

     30. TRANSFER OF THE BUILDING OR PROJECT BY LANDLORD. In the event of any conveyance of the Building or the Project and assignment by Landlord of this Lease, Landlord shall be and is hereby entirely released from all liability under any and all of its covenants and obligations contained in or derived from this Lease occurring after the date of such conveyance and assignment and Tenant agrees to attorn to such transferee provided such transferee assumes Landlord’s obligations under this Lease arising on or after the date of such conveyance and assignment.

     31. LANDLORD’S RIGHT TO PERFORM TENANT’S COVENANTS. If Tenant shall at any time fail to make any payment or perform any other act on its part to be made or performed under this Lease, Landlord may, but shall not be obligated to and without waiving or releasing Tenant from any obligation of Tenant under this Lease, upon written notice to Tenant, make such payment or perform such other act to the extent Landlord may deem desirable, and in connection therewith, pay expenses and employ counsel. All sums so paid by Landlord and all penalties, interest and costs in connection therewith shall be due and payable by Tenant on the next day after any such payment by Landlord, together with interest thereon at the Interest Rate from such date to the date of payment by Tenant to Landlord, plus collection costs and attorneys’ fees. Landlord shall have the same rights and remedies for the nonpayment thereof as in the case of default in the payment of Rent.

     32. LIMITATION OF LIABILITY. Landlord shall never be personally liable under this Lease; Tenant shall look solely to Landlord’s interest in the Project for any recovery of damages for any breach by Landlord of this Lease, or any recovery of any judgment against Landlord. None of the members comprising Landlord (whether partners, members, shareholders, officers, directors, trustees, employees, beneficiaries or otherwise) shall ever be personally liable for any such judgment. There shall be no levy of execution against any assets of Landlord, other than the Project, or the assets of such members on account of any liability of Landlord hereunder. Tenant hereby waives any right of recovery or satisfaction of any judgment against Landlord or its members, except as to Landlord’s interest in the Project as herein specified.

     33. MORTGAGEE PROTECTION. If Landlord defaults under this Lease, Tenant will notify any beneficiary of a deed of trust or mortgagee of a mortgage covering the Building or the Project for which Landlord has provided Tenant with a name and address, and offer such beneficiary or mortgagee a reasonable opportunity to cure the default, including time to obtain

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possession of the Building or the Project by power of sale or a judicial foreclosure, if such should prove necessary to effect a cure.

     34. BROKERS. Landlord and Tenant warrant and represent each to the other that it has had no dealings with any real estate broker or agent in connection with the negotiation of this Lease, except for Cornish & Carey Commercial (“C&C”) which represents Landlord, Colliers International (“Colliers”) which also represents Landlord, and Cresa Partners which represents Tenant, and that it knows of no other real estate broker or agent who is or might be entitled to a commission in connection with this Lease. Any commission due C&C in connection with the parties entering into this Lease shall be payable by Landlord to C&C pursuant to a separate written agreement between Landlord and C&C. Any commission due Colliers in connection with the parties entering into this Lease shall be payable by Landlord to Colliers pursuant to a separate written agreement between Landlord and Colliers. Landlord and Tenant agree to indemnify, defend and hold each other and their respective agents harmless from and against any and all liabilities or expenses, including attorneys’ fees and costs, arising out of or in connection with claims made by any broker or individual against the indemnified party for commissions or fees in connection with the execution of this Lease and resulting from the actions of the indemnifying party.

     35. ACCEPTANCE. This Lease shall only become effective and binding upon full execution hereof by Landlord and delivery of a signed copy to Tenant. Neither party shall record this Lease nor a short form memorandum thereof.

     36. MODIFICATION FOR LENDER. If in connection with obtaining financing for the Building or the Project or any portion thereof, Landlord’s lender shall request reasonable modification to this Lease as a condition to such financing, Tenant shall not unreasonably withhold, delay or defer its consent thereto, provided such modifications do not materially adversely affect Tenant’s rights hereunder.

     37. PARKING. Tenant shall have the right to use up to fifty (50) unreserved parking spaces in the Project’s parking facilities in common with other tenants of the Project upon terms and conditions, as may from time to time be established by Landlord. Tenant agrees not to overburden the parking facilities and agrees to cooperate with Landlord and other tenants in the use of the parking facilities. Landlord reserves the right in its discretion to determine whether the parking facilities are becoming crowded and to allocate and assign parking spaces among Tenant and the other tenants. Tenant shall not park cars, trucks, trailers or other vehicles, or parts thereof, overnight on the Project.

     38. GENERAL.

          A. Captions. The captions and headings used in this Lease are for the purpose of convenience only and shall not be construed to limit or extend the meaning of any part of this Lease.

          B. Executed Copy. Any fully executed copy of this Lease shall be deemed an original for all purposes.

27

          C. Time. Time is of the essence for the performance of each term, condition and covenant of this Lease.

          D. Separability. If one or more of the provisions contained herein, except for the payment of Rent, is for any reason held invalid, illegal or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision of this Lease, but this Lease shall be construed as if such invalid, illegal or unenforceable provision had not been contained herein.

          E. Choice of Law. This Lease shall be construed and enforced in accordance with the substantive laws of the State of California. The language in all parts of this Lease shall in all cases be construed as a whole according to its fair meaning and not strictly for or against either Landlord or Tenant.

          F. Gender; Singular, Plural. When the context of this Lease requires, the neuter gender includes the masculine, the feminine, a partnership or corporation or joint venture, and the singular includes the plural.

          G. Binding Effect. The covenants and agreement contained in this Lease shall be binding on the parties hereto and on their respective heirs, successors and assigns to the extent this Lease is assignable.

          H. Waiver. The waiver by Landlord or Tenant of any breach of any term, condition or covenant, of this Lease by the other shall not be deemed to be a waiver of such provision or any subsequent breach of the same or any other term, condition or covenant of this Lease. The subsequent acceptance of Rent hereunder by Landlord shall not be deemed to be a waiver of any preceding breach at the time of acceptance of such payment. No covenant, term or condition of this Lease shall be deemed to have been waived by Landlord or Tenant unless such waiver is in writing signed by the waiving party.

          I. Entire Agreement. This Lease is the entire agreement between the parties, and there are no agreements or representations between the parties except as expressed herein. Except as otherwise provided herein, no subsequent change or addition to this Lease shall be binding unless in writing and signed by the parties hereto.

          J. Authority. If Tenant is a corporation or a partnership, each individual executing this Lease on behalf of said corporation or partnership, as the case may be, represents and warrants that he is duly authorized to execute and deliver this Lease on behalf of said entity in accordance with its corporate bylaws, statement of partnership or certificate of limited partnership, as the case may be, and that this Lease is binding upon said entity in accordance with its terms. Landlord, at its option, may require a copy of such written authorization to enter into this Lease.

          K. Exhibits. All exhibits, amendments, riders and addenda attached hereto are hereby incorporated herein and made a part hereof.

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          L. Rules and Regulations. Landlord shall have the right to establish from time to time such rules and regulations as Landlord shall deem appropriate for the protection of the Project, and Tenant agrees to abide by same.

          M. Days of Week. If the date upon which any act is to be performed or notice is to be delivered under this Lease shall fall upon a Saturday, Sunday or legal holiday, such act or notice shall be timely if performed or delivered on the next business day.

          N. Force Majeure. The performance of any obligation to be performed by Landlord and Tenant under this Lease, excluding, however, the obligation to pay Rent or any other sum payable to Landlord by Tenant, shall be excused for any period during which either party is prevented from performing such obligation due to causes beyond such parties control, including without limitation, strikes, lockouts or other labor disturbance or labor dispute, governmental regulation, moratorium, or other governmental action, civil disturbance, war, war-like operations, invasions, rebellion, hostilities, sabotage, fires or other casualty, rain, flooding, hailstorms, lightning, earthquake, or other acts of God (collectively, “force majeure”). Landlord and Tenant each agree to (i) provide written notice to the other if Landlord or Tenant is unable to perform any obligation imposed upon such party hereunder within the time period required, if such inability to perform is due to force majeure. and (ii) use reasonable efforts to mitigate the effects of force majeure on the timely performance of such obligation.

[No Further Text On This Page]

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     This Lease is effective as of the date the last signatory necessary to execute the Lease shall have executed this Lease (“Effective Date”).

TENANT			LANDLORD
BROOKS AUTOMATION, INC., a Delaware corporation			KOLL/INTEREAL BAY AREA, a California general partnership
By:		/s/ Martin S. Headley	By:	Washcop Limited Partnership,
				a Delaware limited partnership
	Its:	EVP AND CFO	Its:	General Partner
			By:	Pacific Resources Associates, L.LC.,
By:				a Delaware limited liability company
			Its:	General Partner
	Its:
			By:	/s/ Illegible
Date:                          , 2008
			Its:	COO
			Date:                          , 2008

30

THE PREMISES

EXHIBIT A

THE PROJECT

EXHIBIT B

TENANT IMPROVEMENTS

          Landlord and Tenant hereby agree as follows with regard to the Tenant Improvements:

I. Tenant Improvements: Tenant shall be solely responsible for the planning, construction and completion of any interior tenant improvements in and to the Premises (“Tenant Improvements”) in accordance with the following terms and conditions:

          A. The Tenant Improvements shall include only those improvements within the interior portions of the Premises which are depicted or described in the Construction Documents (hereafter defined in Paragraph I.D.). The Tenant Improvements shall specifically not include any of Tenant’s personal property or trade fixtures.

          B. The Tenant Improvements may include:

               (i) Partitioning, doors, floor coverings, finishes, ceilings, wall coverings and painting, millwork and similar items;

               (ii) Electrical wiring, lighting fixtures, outlets and switches, and other electrical work;

               (iii) Duct work, terminal boxes, defusers and accessories required for the completion of the HVAC systems serving the Premises, including the cost of meter and key control for after-hour air conditioning;

               (iv) Any additional Tenant requirements including, but not limited to odor control, special HVAC, noise or vibration control or other special systems;

               (v) All fire and life safety control systems such as fire walls, sprinklers, halon, fire alarms, including piping, wiring and accessories; and

               (vi) All plumbing, fixtures, pipes, and accessories.

          As part of the Tenant Improvements, Tenant will install a transformer, a low distribution board, and a high distribution board (collectively, the “Electrical Equipment”). Landlord agrees that the location of the Electrical Equipment shall be in Electrical Room 121 as shown on EXHIBIT G.

          C. If required by Landlord, Tenant shall retain an architect approved by Landlord (“Architect”) to prepare preliminary working architectural and engineering plans and specifications (“Preliminary Plans and Specifications”) for the Tenant Improvements. Tenant shall deliver the Preliminary Plans and Specifications to Landlord by the date which is thirty (30) days after the date of this Lease. The Preliminary Plans and Specifications shall be in sufficient detail to show locations, types and requirements for all heat loads, people loads, floor loads,

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power and plumbing, regular and special HVAC needs, telephone communications, telephone and electrical outlets, lighting, lighting fixtures and related power, and electrical and telephone switches. Landlord shall reasonably approve or disapprove the Preliminary Plans and Specifications within ten (10) days after Landlord receives the Preliminary Plans and Specifications and, if disapproved, Landlord shall return the Preliminary Plans and Specifications to Tenant, who shall make all necessary revisions within ten (10) days after Tenant’s receipt thereof. This procedure shall be repeated until Landlord approves the Preliminary Plans and Specifications. The approved Preliminary Plans and Specifications, as modified, shall be deemed the “Approved Preliminary Plans and Specifications”.

          D. After the Approved Preliminary Plans and Specifications are approved by Landlord, Tenant shall cause the Architect to prepare in twenty (20) days following Landlord’s approval of the Approved Preliminary Plans and Specifications the final working architectural and engineering plans and specifications (“Final Plans and Specifications”) for the Tenant Improvements. Tenant shall then deliver the Final Plans and Specifications to Landlord. Landlord shall reasonably approve or disapprove the Final Plans and Specifications within ten (10) days after Landlord receives the Final Plans and Specifications and, if disapproved, Landlord shall return the Final Plans and Specifications to Tenant who shall make all necessary revisions within ten (10) days after Tenant’s receipt thereof. This procedure shall be repeated until Landlord approves the Final Plans and Specifications. The approved Final Plans and Specifications, as they may be amended later with the consent of the Landlord, shall be deemed the “Construction Documents”.

          E. All deliveries of the Preliminary Plans and Specifications, the Approved Preliminary Plans and Specifications, the Final Plans and Specifications, and the Construction Documents shall be delivered by messenger service, by personal hand delivery or by overnight parcel service. While Landlord has the right to approve the Preliminary Plans and Specifications, the Approved Preliminary Plans and Specifications, the Final Plans and Specifications, and the Construction Documents, Landlord’s interest in doing so is to protect the Premises, the Building and Landlord’s interests. Accordingly, Tenant shall not rely upon Landlord’s approvals and Landlord shall not be the guarantor of, nor responsible for, the correctness or accuracy of the Preliminary Plans and Specifications, the Approved Preliminary Plans and Specifications, the Final Plans and Specifications, and the Construction Documents, or the compliance thereof with applicable laws, and Landlord shall incur no liability of any kind by reason of granting such approvals.

          F. The Construction Documents shall provide that the Tenant Improvements to be constructed in accordance therewith must be at least equal in quality to Landlord’s “building standard” work for the Building and shall consist of improvements which are generic in nature.

          G. Tenant at its sole cost and expense shall obtain all governmental approvals of the Construction Documents to the full extent necessary for the issuance of a building permit for the Tenant Improvements based upon such Construction Documents. Tenant at its sole cost and expense shall also cause to be obtained all other necessary approvals and permits from all governmental agencies having jurisdiction or authority for the construction and installation of the Tenant Improvements in accordance with the approved Construction Documents. Tenant at its

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sole cost and expense shall undertake all steps necessary to insure that the construction of the Tenant Improvements are accomplished in strict compliance with all statutes, laws, ordinances, rules, and regulations applicable to the construction of the Tenant Improvements and the requirements and standards of any insurance underwriting board, inspection bureau or insurance carrier insuring the Building.

          H. Tenant shall be solely responsible for the construction, installation and completion of the Tenant Improvements in accordance with the Construction Documents approved by Landlord and is solely responsible for the payment of all amounts when payable in connection therewith without any cost or expense to Landlord except for Landlord’s obligation to contribute the Tenant Improvement Allowance (hereafter defined in Paragraph I.O. below). Tenant shall diligently proceed with the construction, installation and completion of the Tenant Improvements in accordance with the Construction Documents and the completion schedule reasonably approved by Landlord. No material changes shall be made to the Construction Documents and the completion schedule approved by Landlord without Landlord’s prior written consent, which consent shall not be unreasonably withheld. Tenant at its sole cost and expense shall employ a licensed contractor approved by Landlord (“Contractor”) to construct the Tenant Improvements in accordance with the Construction Documents. The construction contracts between Tenant and the Contractor and between the Contractor and subcontractors shall be subject to Landlord’s prior written approval, which approval shall not be unreasonably withheld. Proof that the Contractor is licensed in California, is bonded as required under California law and has the insurance required by Landlord, shall be provided to Landlord at the time that Tenant requests approval of the Contractor from Landlord. Tenant shall comply with or cause the Contractor to comply with all other terms and provisions of this Paragraph I.H. The name of all major subcontractors hired by the Contractor, together with proof that they are licensed in California, are bonded as required under California law, and have insurance typically carried by reputable subcontractors in the State of California, shall be provided to Landlord as each separate subcontractor is hired.

          I. Prior to the commencement of the construction and installation of the Tenant Improvements, Tenant shall provide the following to the Landlord, all of which shall be to the Landlord’s reasonable satisfaction:

               (i) An estimated budget and cost breakdown for the Tenant Improvements;

               (ii) Estimated completion schedule for the Tenant Improvements; and

               (iii) Copies of all required approvals and permits from governmental agencies having jurisdiction or authority for the construction and installation of the Tenant Improvements.

          J. Landlord shall at all reasonable times have a right to inspect the Tenant Improvements (provided Landlord does not materially interfere with the work being performed by Contractor or its subcontractors) and Tenant shall immediately cease work upon written notice from the Landlord if the Tenant Improvements are not in compliance with the Construction Documents approved by Landlord. If Landlord gives notice of faulty construction or any other

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deviation from the Construction Documents, Tenant shall cause Contractor to promptly make corrections. However, neither the privilege herein granted to Landlord to make such inspections, nor the making of such inspections by Landlord, shall operate as a waiver of any rights of Landlord to require good and workmanlike construction and improvements constructed in accordance with the Construction Documents.

          K. Tenant shall pay and discharge promptly and fully all claims for labor done and materials and services furnished in connection with the Tenant Improvements. The Tenant Improvements shall not be commenced until five (5) days after Landlord has received notice from Tenant stating the date the construction of the Tenant Improvements is to commence so that Landlord can post and record any appropriate notice of non-responsibility. No materials, equipment or fixtures shall be delivered to or installed upon the Premises pursuant to any agreement by which another party has a security interest or rights to remove or repossess such items, without the prior written consent of Landlord.

          L. Tenant acknowledges and agrees that the agreements and covenants of Tenant in Paragraph 21.A. of the Lease shall be fully applicable to Tenant’s construction of the Tenant Improvements.

          M. Before construction begins on the Tenant Improvements, Tenant shall deliver to Landlord a certificate of insurance providing evidence that damage to, or destruction of, the Tenant Improvements during construction will be covered by a policy of builder’s all-risk insurance maintained by Tenant, at its sole costs, and in an amount approved by Landlord. In addition, during the construction of the Tenant Improvements, Tenant shall maintain, at its sole cost, the insurance specified in Section 21.B. of the Lease.

          N. Upon completion of the Tenant Improvements, Tenant shall deliver to Landlord the following, all of which shall be to the Landlord’s reasonable satisfaction:

               (i) Any certificates required for occupancy, including a permanent and complete Certificate of Occupancy issued by the City;

               (ii) A Certificate of Completion signed by the Architect who prepared the Construction Documents, reasonably approved by the Landlord;

               (iii) A cost breakdown itemizing all expenses for the Tenant Improvements, together with invoices and receipts for the same or other evidence of payment;

               (iv) Final and unconditional mechanic’s lien waivers for all the Tenant Improvements; and

               (v) A Notice of Completion for execution by Landlord, which certificate once executed by Landlord shall be recorded by Tenant in the official records of Santa Clara County.

          O. Landlord shall provide to Tenant an allowance for the design, preparation, planning, installation and construction of the Tenant Improvements in an amount up to but not

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exceeding the product of Five and 00/100ths Dollars ($5.00) multiplied by the square footage of the Premises, such amount being Sixty-One Thousand Seven Hundred Ten and 00/100ths Dollars ($61,710.00) (“Base Tenant Improvement Allowance”). If the actual cost of planning and constructing the Tenant Improvements is less than the Base Tenant Improvement Allowance, the Base Tenant Improvement Allowance shall automatically be reduced to the amount of such actual costs, Tenant shall not be entitled at any time to the unused portion of the Base Tenant Improvement Allowance, and no adjustments shall be made to the Monthly Rent or any other amounts payable by Tenant to Landlord under this Lease. Notwithstanding anything to the contrary herein, in no event shall the Tenant Improvement Allowance or any part thereof be used for the payment of the cost of any data and/or networking cabling, security systems, warehouse caging, or server room improvements for or to the Premises.

               If the Base Tenant Improvement Allowance is insufficient to pay for the cost of planning and constructing the Tenant Improvements, as such cost is shown in the final pricing for the Tenant Improvements as approved by Landlord, then, upon Landlord’s receipt of a written request from Tenant, Landlord shall make available an additional allowance of up to, but not exceeding, Ten and 00/100ths Dollars ($10.00) per square foot of the Premises for a total of One Hundred Twenty-Three Thousand Four Hundred Twenty and 00/100ths Dollars ($123,420.00) for the planning and construction of the Tenant Improvements (the “Additional Tenant Improvement Allowance”). The Additional Tenant Improvement Allowance (or if the entire Additional Tenant Improvement Allowance is not contributed by Landlord, then such portion of the Additional Tenant Improvement Allowance that is contributed), together with interest thereon at the rate of eleven percent (11%) per annum, compounded monthly, shall be amortized on a straight line basis over sixty (60) months beginning on the third month of the Term, and such monthly amortized amount (the “Monthly Additional TI Allowance Payment”) shall be added to the Monthly Rent amounts due under the Lease for each month of the Term commencing with the third (3^rd) month and ending on the sixty-second (62^nd) month, as said Monthly Rent amounts are set forth in the Monthly Rent schedule set forth in Paragraph 5.A. of the Lease. Once Landlord has determined the increases in Monthly Rent as described in the immediately preceding sentence, Landlord and Tenant shall, immediately following such determination, execute an amendment to this Lease stating such increased Monthly Rent.

               The term “Tenant Improvement Allowance” as used in this EXHIBIT C and in the Lease shall mean: (a) only the Base Tenant Improvement Allowance if only the Base Tenant Improvement Allowance is contributed by Landlord; or (b) the Base Tenant Improvement Allowance and the Additional Tenant Improvement Allowance (or portion thereof) if both such allowances are contributed by Landlord.

               Landlord shall pay the Tenant Improvement Allowance within thirty (30) days after completion of all of the Tenant Improvements and after satisfaction of the following conditions precedent: (a) delivery of all documents and the occurrence of all other matters described in Paragraph I.N. of this EXHIBIT C; (b) within a reasonable time following completion of Tenant Improvements, completion by Landlord or Landlord’s agents of any inspections of the work completed and materials and supplies used as deemed reasonably necessary by Landlord; (c) Tenant opening for business at the Premises; and (d) satisfaction of any and all other conditions which may be reasonably imposed by Landlord. Notwithstanding the foregoing to the contrary, Landlord shall not be obligated to pay the Tenant Improvement

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Allowance or portion thereof, if on the date Tenant is entitled to receive the Tenant Improvement Allowance or portion thereof, a default by Tenant exists under the Lease. Subject to the satisfaction of all conditions to the payment of the Tenant Improvement Allowance or portion thereof provided for in this Paragraph I.O., the Tenant Improvement Allowance or portion thereof shall be paid to Tenant upon Tenant curing any such default within the time period provided for in the Lease, if any.

               Notwithstanding the foregoing or any other provision of this Lease to the contrary, all conditions to the payment of the Tenant Improvement Allowance shall be satisfied by no later than the date which is one hundred and eighty (180) days after the Commencement Date. In the event that all conditions to the payment of the Tenant Improvement Allowance have not been satisfied by said date, then Landlord shall have no obligation to pay all or any portion of the Tenant Improvement Allowance to Tenant.

          P. Notwithstanding anything to the contrary in this Lease, Tenant, upon the expiration of the Term or earlier termination of this Lease shall, at Tenant’s sole cost and expense, remove the Tenant Improvements; provided, however, Tenant shall not be obligated to remove the Tenant Improvements or any portion thereof if Landlord elects that the same remain with and be surrendered with the Premises, in which case no compensation shall be payable by Landlord to Tenant for such Tenant Improvements or portion thereof that shall be surrendered with the Premises.

EXHIBIT C

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COMMENCEMENT DATE MEMORANDUM

LANDLORD:	KOLL/INTEREAL BAY AREA, a California limited partnership
TENANT:	BROOKS AUTOMATION, INC., a Delaware corporation
LEASE DATE:	August 8, 2008
PREMISES:	4051 Burton Drive Santa Clara, California

          Pursuant to Paragraph 4.A. of the above referenced Lease, the Commencement Date is hereby established as                     , 2008.

TENANT		LANDLORD
BROOKS AUTOMATION, INC., a Delaware corporation		KOLL/INTEREAL BAY AREA, a California general partnership
By:	/s/ Martin S. Headley	By:	Washcop Limited Partnership,
			a Delaware limited partnership
Its:	EVP AND CFO	Its:	General	Partner
By:		By:	Pacific Resources Associates, L.LC.,
			a Delaware limited liability company
Its:		Its:	General	Partner
		By:
		Its:

EXHIBIT D

TENANT ENVIRONMENTAL QUESTIONNAIRE

The purpose of this form is to obtain information regarding the use or proposed use of hazardous materials at the premises. Prospective tenants should answer the questions in light of their proposed operations at the premises. Existing tenants should answer the questions as they relate to ongoing operations at the premises and should update any information previously submitted. If additional space is needed to answer the questions, you may attach separate sheets of paper to this form.

Your cooperation in this matter is appreciated.

1.	GENERAL INFORMATION
	Name of Responding Company:
	Check the Applicable Status:
	Prospective Tenant                                 Existing Tenant
	Mailing Address:
	Contact Person and Title: Telephone Number: (               )
	Address of Leased Premises: Length of Lease Term:
	Describe the proposed operations to take place on the premises, including principal products manufactured or services to be conducted. Existing tenants should describe any proposed changes to ongoing operations.

2. STORAGE OF HAZARDOUS MATERIALS

2.1	Will any hazardous materials be used or stored on-site?
	Wastes                      Yes                                 No
	Chemical Products                      Yes                                 No
2.2	Attach a list of any hazardous materials to be used or stored, the quantities that will be on-site at any given time, and the location and method of storage (e.g., 55-gallon drums on concrete pad).

3. STORAGE TANKS AND SUMPS

3.1	Is any above or below ground storage of gasoline, diesel or other hazardous substances in tanks or sumps proposed or currently conducted at the premises?
	Yes                                 No

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	If yes, describe the materials to be stored, and the type, size and construction of the sump or tank. Attach copies of any permits obtained for the storage of such substances.
3.2	Have any of the tanks or sumps been inspected or tested for leakage?
	Yes                                No
	If so, attach the results.
3.3	Have any spills or leaks occurred from such tanks or sumps?
	Yes                                No
	If so, describe.
3.4	Were any regulatory agencies notified of the spill or leak?
	Yes                                No
	If so, attach copies of any spill reports filed, any clearance letters or other correspondence from regulatory agencies relating to the spill or leak.
3.5	Have any underground storage tanks or sumps been taken out of service or removed?
	Yes                                No
	If yes, attach copies of any closure permits and clearance obtained from regulatory agencies relating to closure and removal of such tanks.

4. SPILLS

4.1	During the past year, have any spills occurred at the premises?
	Yes                                No
	If yes, please describe the location of the spill.
4.2	Were any agencies notified in connection with such spills?
	Yes                                No

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If yes, attach copies of any spill reports or other correspondence with regulatory agencies.

4.3	Were any clean-up actions undertaken in connection with the spills?
	Yes                                No
	Attach copies of any clearance letters obtained from any regulatory agencies involved and the results of any final soil or groundwater sampling done upon completion of the clean-up work.

5. WASTE MANAGEMENT

5.1	Has your company been issued an EPA Hazardous Waste Generator I.D. Number?
	Yes                                No
5.2	Has your company filed a biennial report as a hazardous waste generator?
	Yes                                No
	If so, attach a copy of the most recent report filed.
5.3	Attach a list of the hazardous wastes, if any, generated or to be generated at the premises, its hazard class and the quantity generated on a monthly basis.
5.4	Describe the method(s) of disposal for each waste. Indicate where and how often disposal will take place.
	On-site treatment or recovery
	Discharged to sewer
	Transported and Disposal of off-site
	Incinerator
5.5	Indicate the name of the person(s) responsible for maintaining copies of hazardous waste manifests completed for off-site shipments of hazardous waste.

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5.6	Is any treatment of processing of hazardous wastes currently conducted or proposed to be conducted at the premises:
	Yes                                No
	If yes, please describe any existing or proposed treatment methods.
5.7	Attach copies of any hazardous waste permits or licenses issued to your company with respect to its operations at the premises.

6. WASTEWATER TREATMENT/DISCHARGE

6.1	Do you discharge wastewater to:
	storm drain?                                     sewer?
	surface water?            no industrial discharge
6.2	Is your wastewater treated before discharge?
	Yes                                No
	If yes, describe the type of treatment conducted.
6.3	Attach copies of any wastewater discharge permits issued to your company with respect to its operations at the premises.

7. AIR DISCHARGES

7.1	Do you have any filtration systems or stacks that discharge into the air?
	Yes                                No
7.2	Do you operate any of the following types of equipment or any other equipment requiring an air emissions permit?
	Spray booth
	Dip tank
	Drying oven
	Incinerator
	Other (please describe)
	No equipment requiring air permits

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7.3	Are air emissions from your operations monitored?
	Yes                                No
	If so, indicate the frequency of monitoring and a description of the monitoring results.
7.4	Attach copies of any air emissions permits pertaining to your operations at the premises.

8. HAZARDOUS MATERIALS DISCLOSURES

8.1	Does your company handle hazardous materials in a quantity equal to or exceeding an aggregate of 500 pounds, 55 gallons, or 200 cubic feet per month?
	Yes                                No
8.2	Has your company prepared a hazardous materials management plan pursuant to any applicable requirements of a local fire department or governmental agency
	Yes                                No
	If so, attach a copy of the business plan.
8.3	Has your company adopted any voluntary environmental, health or safety program?
	Yes                                No
	If so, attach a copy of the program.

9. ENFORCEMENT ACTIONS, COMPLAINTS

9.1	Has your company ever been subject to any agency enforcement actions, administrative orders, or consent decrees?
	Yes                                No
	If so, describe the actions and any continuing compliance obligations imposed as a result of these actions.
9.2	Has your company ever received requests for information, notice or demand letters, or any other inquiries regarding its operations?

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	Yes                                No
9.3	Have there ever been, or are there now pending, any lawsuits against the company regarding any environmental or health and safety concerns?
	Yes                                No
9.4	Has an environmental audit ever been conducted at your company’s current facility?
	Yes                                No
	If so, identify who conducted the audit and when it was conducted.

Company
By:
	Title:
	Date:

EXHIBIT E

Page 6 of 6

MISSION PARK SIGN CRITERIA

BUSINESS IDENTIFICATION SIGNS

1. Each tenant shall be permitted to use only those business identification signs provided by Landlord. No other business identification signs shall be permitted to be erected or attached to exterior building surfaces, planter walls or other on-site or off-site improvements.

2. No alterations of any sort shall be permitted to be made to business identification signs other than those described below.

3. All tenant signing shall require specific approval by Landlord.

4. All lettering surfaces shall be provided with and shall remain a uniform black finish on a metal face. Business identification signing shall be by either of the following methods:

(a)	Painted on or die-cut-vinyl letter affixed to the lettering surface; or
(b)	Lettering cut out of metal lettering surface backed by translucent acrylic material, and internally illuminated. Internally illuminated signs shall require specific approval of Landlord. Costs of adapting sign to internal illumination shall be borne by the tenant. Upon termination of tenancy, all lettering surfaces shall be returned to their original non-illumination configuration.

5. Lettering may be of any lettering style but shall be white in color; no other colors will be permitted. Logos consisting of symbols or letters not spelling an entire word may be permitted to be a single color other than white provided that a narrow white background surrounds the logo. No logo shall exceed 25% of the designated lettering surface.

6. The lettering area, defined as the rectangular area which fully encloses all letters or symbols, that identifies the tenant business shall not exceed 80% of the designated lettering surface.

7. Signing shall be limited to the display of the name and/or symbol of the tenant business. No messages or advertising of any kind including, but not limited to, advertising of products, services or job openings shall be permitted.

INFORMATIONAL AND VEHICULAR CONTROL SIGNS

1. All informational and vehicular control signs shall be of uniform design using Matthews Architectural Division’s Post & Panel Assembly I System or sign system of equal design which is specifically approved in writing by Landlord. Both posts and panels shall have a durable black finish. All lettering shall be Helvetica Medium white in color. Red and yellow may be used for stop and yield signs respectively.

EXHIBIT F

2. No informational or vehicular control signs shall have a panel which exceeds 5 square feet in area per side.

3. No business name, symbol or advertising of any sort shall be permitted on any informational or vehicular control sign.

4. No informational or vehicular control sign shall exceed a height of 4 feet above the underlying grade.

5. No informational or vehicular control sign shall be located so as to reduce the flow of vehicles or pedestrians.

6. No informational or vehicular control signs shall be internally illuminated or illuminated from the ground.

EXHIBIT F

EX-21.01

EXHIBIT 21.01
BROOKS AUTOMATION, INC.
SUBSIDIARIES OF THE REGISTRANT

Legal Entity	Jurisdiction
Brooks — PRI Automation Holding Belgium BVBA	Belgium
Brooks Automation (Delaware) LLC	USA
Brooks Automation (France) SAS	France
Brooks Automation (Germany) GmbH	Germany
Brooks Automation (Ireland) Ltd	Ireland
Brooks Automation (Singapore) PTE LTD	Singapore
Brooks Automation (Taiwan) Company Ltd	Taiwan
Brooks Automation (the Netherlands) BV	The Netherlands
Brooks Automation (UK) Ltd	UK
Brooks Automation Asia Ltd	Korea
Brooks Automation Belgium NV	Belgium
Brooks Automation Holding (Germany) GmbH	Germany
Brooks Automation Israel, Inc	Israel
Brooks Automation Korea Inc.	Korea
Brooks Automation Luxembourg SARL	Luxembourg
Brooks Automation Wuxi Limited	China
Brooks Automation Limited	Hong Kong
Brooks Technology GmbH	Germany
Brooks Technology (Shanghai) Limited	China
CTI Nuclear, Inc.	USA
Granville — Phillips Company	USA
Helix Securities Corp.	USA
Helix Technology KK	Japan
Helix Technology UK Limited	UK
Interval Logic Corporation	USA
Strathmore Corporation	USA
Tec — Sem AG (own 19%)	Switzerland
Ulvac Cryogenics Inc. (50% JV in Japan)	Japan
Yaskawa Brooks Automation, Inc. (50% JV in Japan)	Japan

EX-23.01

EXHIBIT 23.01

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in the Registration Statements on Form S-8 (Nos. 333-142873, 333-129724, 333-123242, 333-117029, 333-88190, 333-88160, 333-88154, 333-88158, 333-87764, 333-73682, 333-70854, 333-67432, 333-61928, 333-57974 , 333-40848, 333-40842, 333-66457, 333-66455, 333-66429, 333-07313) and Form S-3 (Nos. 333-109535, 333-105176, 333-102716, 333-102714, 333-98849, 333-88320, 333-87194, 333-82562, 333-70122, 333-68060, 333-68062, 333-56642, 333-42620) of Brooks Automation, Inc. of our report dated November 26, 2008 relating to the financial statements and the effectiveness of internal control over financial reporting, which appears in this Form 10-K.

/s/ PricewaterhouseCoopers LLP
Boston, Massachusetts
November 26, 2008

EX-31.01

EXHIBIT 31.01

CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Robert J. Lepofsky, certify that:

1. I have reviewed this annual report on Form 10-K of Brooks Automation, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules
13a-15(f) and 15d-15(f)) for the registrant and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. Designed such internal control over financial reporting, or caused such internal control over financial reporting under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

/s/ ROBERT J. LEPOFSKY                    
Robert J. Lepofsky
Chief Executive Officer

Date: November 26, 2008

EX-31.02

EXHIBIT 31.02

CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Martin S. Headley, certify that:

1. I have reviewed this annual report on Form 10-K of Brooks Automation, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules
13a-15(f) and 15d-15(f) for the registrant and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. Designed such internal control over financial reporting, or caused such internal control over financial reporting under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

/s/ MARTIN S. HEADLEY                                                   
Martin S. Headley
Executive Vice President and Chief Financial Officer

Date: November 26, 2008

EX-32

EXHIBIT 32

CERTIFICATION

PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 (SUBSECTIONS (A) AND (B) OF SECTION 1350, CHAPTER 63 OF TITLE 18, UNITED STATES CODE)

Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code), the undersigned officer of Brooks Automation, Inc., a Delaware corporation (the “Company”), does hereby certify that:

(1) The Annual Report on Form 10-K for the year ended September 30, 2008 of the Company fully complies with the requirements of
Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Annual Form 10-K fairly presents, in all materials respects, the financial condition and results of operations of the Company.

Dated: November 26, 2008

/s/ ROBERT J. LEPOFSKY                                                        
Robert J. Lepofsky
Director and Chief Executive Officer
(Principal Executive Officer)

Dated: November 26, 2008

/s/ MARTIN S. HEADLEY                                                        
Martin S. Headley
Executive Vice President and Chief Financial Officer
(Principal Financial Officer)

A signed original of this written statement required by Section 906 has been provided to Brooks Automation, Inc. and will be retained by Brooks Automation, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.