Common use of Joint Development Clause in Contracts

Joint Development. 5.1 AT&T PDN will develop and submit to Premisys a Technology Plan which will be updated quarterly. The Technology Plan will include AT&T PDN's plans for integrating technologies and features into the Premisys Product platform as well as any other plans for joint development activities. Such planned technologies and features to be integrated will be reasonably achievable and will be in support of AT&T Paradyne's then-current Technology Roadmap. Premisys agrees to implement the Technology Plan of which an implementation schedule will be mutually agreed upon. Such implementation schedule will reflect commercially reasonable project start dates and completion dates which will be incorporated into a documented project plan and the Premisys Master Release Plan. In the event AT&T PDN wishes to undertake additional integration or joint development efforts not included in the Technology plan, AT&T PDN and Premisys will negotiate such projects in good faith. 5.2 The terms of the current joint Development Agreement LGSC104DS, dated September 30, 1993, and as amended from time to time, will remain in effect. Amendment Number 3 - LGSC103DS Use Pursuant to Propriety Document Procedure 3 68 AGREEMENT NUMBER LSC103DS AMENDMENT NUMBER 4

Joint Development. 5.1 AT&T PDN will develop and submit to Premisys a Technology Plan which will be updated quarterly. The Technology Plan will include AT&T PDN's plans for integrating technologies and features into the Premisys Product platform as well as any other plans for joint development activities. Such planned technologies and features to be integrated will be reasonably achievable and will be in support of AT&T Paradyne's then-current Technology Roadmap. Premisys agrees to implement the Technology Plan of which an implementation schedule will be mutually agreed upon. Such implementation schedule will reflect commercially reasonable project start dates and completion dates which will be incorporated into a documented project plan and the Premisys Master Release Plan. In the event AT&T PDN wishes to undertake additional integration or joint development efforts not included in the Technology plan, AT&T PDN and Premisys will negotiate such projects in good faith. 5.2 The terms of the current joint Development Agreement LGSC104DS, dated September 30, 1993, and as amended from time to time, will remain in effect. Amendment Number 3 - LGSC103DS Use Pursuant to Propriety Document Procedure 3 68 AGREEMENT NUMBER LSC103DS AMENDMENT NUMBER 4Procedure