Common use of Product Development Clause in Contracts

Product Development. Except as otherwise provided in this Agreement, including but not limited to in the provisions of Exhibits F and G hereto, product development and manufacturing for the Products will be performed by Riverstone. In the event that Tellabs proposes new versions of line cards for the Products that Riverstone declines to develop, Tellabs will have the right [ * ]. Riverstone agrees that modifications requested by Tellabs may require software modifications, both in line card and in non- line card software. Riverstone will have the first right to perform the development of new Product line cards that are [ * ]. Tellabs will have the right to develop new line cards for installation into the Products, other than a [ * ], that are substantially based upon [ * ]. The parties will follow the procedures set forth in Exhibit G and will develop mutually agreed procedures that ensure that developments by Tellabs are adequately tested and integrated into the Products.