ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

On June 17, 2009, Zygo Corporation ("Zygo") entered into an Asset Transfer Agreement (the "Asset Transfer Agreement") and a Supply Agreement (the "Supply Agreement") with Nanometrics Incorporated ("Nano"). Pursuant to the Asset Transfer Agreement, Nano purchased inventory and certain other assets relating to Zygo's Semiconductor Solutions business. The aggregate amount of approximately $3.6 million for these assets will be paid to Zygo from the proceeds of automated interferometer systems sales by Nano, but not later than July 1, 2010, and subject to acceleration upon the occurrence of certain specified events.

Pursuant to the Supply Agreement, Zygo will provide interferometer sensors to Nano for incorporation into the "Unifire" line of products as well as Nano's family of automated metrology systems. The arrangement is structured as an exclusive OEM supply arrangement aimed at wafer-based markets. Under the arrangement, Nano becomes the exclusive provider of the Unifire line of products and will assume all inventory, backlog and customer sales and support responsibilities relating thereto, and Zygo will provide measurement sensors for integration by Nano. The agreement also provides, among other things, for a technology transfer fee to be paid to Zygo through a percentage of proceeds of certain sales by Nano, commencing January 1, 2010; and a "sustaining engineering fee" to be paid to Zygo, in varying amounts based on Nano's purchases from Zygo of heads for interferometers.

On June 17, 2009, Zygo and Nano issued a press release relating to the Asset Transfer Agreement and the Supply Agreement. The press release is attached hereto as Exhibit 99.1.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits

99.1 Press Release, dated June 17, 2009.

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