Common use of Termination Conditions Clause in Contracts

Termination Conditions. Subject to Section 4(c), such license shall not be terminated or its exploitation enjoined, until and unless: (i) Hitachi has committed a material breach of its obligations under this IP License Agreement, Opnext Japan has given written notice of such breach to Hitachi and such breach remains uncured after the Cure Period, or, in the case of a breach, which cannot be cured within such Cure Period, Hitachi has not instituted within such Cure Period steps necessary to remedy the default and/or thereafter has not diligently pursued the same to completion; or (ii) Hitachi has committed a material breach which is incurable. In the event the breach is a curable breach that cannot be cured within the Cure Period but with respect to which Hitachi has instituted steps necessary to remedy the default and is thereafter diligently pursuing such cure, both parties shall negotiate to determine whether further pursuit of such cure is reasonable. If the parties cannot agree on a resolution in such negotiations, then this issue shall be referred to arbitration pursuant to the arbitration procedures set forth in Exhibit B hereto to decide whether such breach can be cured or any other alternative remedy should be adopted. In the event the breach is an incurable breach, (i) the parties agree that the matter shall be referred to arbitration pursuant to the arbitration procedures set forth in Exhibit B hereto to determine the appropriate remedy, and (ii) Hitachi shall provide an on-going plan to address the prevention of such a breach occurring again reasonably acceptable to Opnext Japan within sixty (60) days of written notice of the breach and shall implement and comply with such plan within the time period set forth in such plan. In the event that either party submits the dispute to arbitration, both parties shall cooperate in such binding arbitration in accordance with Exhibit B.

Termination Conditions. Subject to Section 4(c3(d), such license shall not be terminated or its exploitation enjoined, until and unless: (i) Hitachi Opnext Japan has committed a material breach of its obligations under this IP License Agreement, Opnext Japan Hitachi has given written notice of such breach to Hitachi Opnext Japan and such breach remains uncured after sixty (60) days of receiving notice of such breach (the “Cure Period”), or, in the case of a breach, which breach that cannot be cured within such Cure Period, Hitachi Opnext Japan has not instituted within such Cure Period steps necessary to remedy the default and/or thereafter has not diligently pursued the same to completion; or (ii) Hitachi Opnext Japan has committed a an incurable material breach which is incurablebreach. In the event the breach is a curable breach that cannot be cured within the Cure Period but with respect to which Hitachi Opnext Japan has instituted steps necessary to remedy the default and is thereafter diligently pursuing such cure, both parties shall negotiate to determine whether further pursuit of such cure is reasonable. If the parties cannot agree on a resolution in such negotiations, then this issue shall be referred to arbitration pursuant to the arbitration procedures set forth in Exhibit B hereto to decide whether such breach can be cured or any other alternative remedy should be adopted. In the event the breach is an incurable breach, (i) the parties agree that the matter shall be referred to arbitration pursuant to the arbitration procedures set forth in Exhibit B hereto to determine the appropriate remedy, and (ii) Hitachi Opnext Japan shall provide an on-going plan to address the prevention of such a breach occurring again reasonably acceptable to Opnext Japan Hitachi within sixty (60) days of written notice of the breach and shall implement and comply with such plan within the time period set forth in such plan. In the event that either party submits the dispute to arbitration, both parties shall cooperate in such binding arbitration in accordance with Exhibit B. (7) Section 3(c)(ii) of the IP License Agreement is hereby amended by deleting it in its entirety and replacing it with the following Section 3(c)(ii):

Termination Conditions. Subject to Section 4(c), such license shall not be terminated or its exploitation enjoined, until and unless: (i) Hitachi has committed a material breach of its obligations under this IP License Agreement, Opnext Japan has given written notice of such breach to Hitachi and such breach remains uncured after the Cure Period, or, in the case of a breach, which cannot be cured within such Cure Period, Hitachi has not instituted within such Cure Period steps necessary to remedy the default and/or thereafter has not diligently pursued the same to completion; or (ii) Hitachi has committed a material breach which is incurable. In the event the breach is a curable breach that cannot be cured within the Cure Period but with respect to which Hitachi has instituted steps necessary to remedy the default and is thereafter diligently pursuing such cure, both parties shall negotiate to determine whether further pursuit of such cure is reasonable. If the parties cannot agree on a resolution in such negotiations, then this issue shall be referred to arbitration pursuant to the arbitration procedures set forth in Exhibit B hereto to decide whether such breach can be cured or any other alternative remedy should be adopted. In the event the breach is an incurable breach, (i) the parties agree that the matter shall be referred to arbitration pursuant to the arbitration procedures set forth in Exhibit B hereto to determine the appropriate remedy, and (ii) Hitachi shall provide an on-going plan to address the prevention of such a breach occurring again reasonably acceptable to Opnext Japan within sixty (60) days of written notice of the breach and shall implement and comply with such plan within the time period set forth in such plan. In the event that either party submits the dispute to arbitration, both parties shall cooperate in such binding arbitration in accordance with Exhibit B.such

Termination Conditions. Subject to Section 4(c3(d), such license shall not be terminated or its exploitation enjoined, until and unless: (i) Hitachi Opnext Japan has committed a material breach of its obligations under this IP License Agreement, Opnext Japan Hitachi has given written notice of such breach to Hitachi Opnext Japan and such breach remains uncured after sixty (60) days of receiving notice of such breach (the “Cure Period”), or, in the case of a breach, which breach that cannot be cured within such Cure Period, Hitachi Opnext Japan has not instituted within such Cure Period steps necessary to remedy the default and/or thereafter has not diligently pursued the same to completion; or (ii) Hitachi Opnext Japan has committed a an incurable material breach which is incurablebreach. In the event the breach is a curable breach that cannot be cured within the Cure Period but with respect to which Hitachi Opnext Japan has instituted steps necessary to remedy the default and is thereafter diligently pursuing such cure, both parties shall negotiate to determine whether further pursuit of such cure is reasonable. If the parties cannot agree on a resolution in such negotiations, then this issue shall be referred to arbitration pursuant to the arbitration procedures set forth in Exhibit B hereto to decide whether such breach can be cured or any other alternative remedy should be adopted. In the event the breach is an incurable breach, (i) the parties agree that the matter shall be referred to arbitration pursuant to the arbitration procedures set forth in Exhibit B hereto to determine the appropriate remedy, and (ii) Hitachi Opnext Japan shall provide an on-going plan to address the prevention of such a breach occurring again reasonably acceptable to Opnext Japan Hitachi within sixty (60) days of written notice of the breach and shall implement and comply with such plan within the time period set forth in such plan. In the event that either party submits the dispute to arbitration, both parties shall cooperate in such binding arbitration in accordance with Exhibit B. (5) Section 3(c)(ii) of the IP License Agreement is hereby amended by deleting it in its entirety and replacing it with the following Section 3(c)(ii): Opnext Japan shall be permitted to further sublicense the Licensed IP to its and Opnext, Inc.’s Minority-Owned Affiliates, subject to approval by Hitachi, not to be unreasonably withheld, unreasonably delayed or unreasonably conditioned, and to commercially reasonable restrictions to be imposed by Hitachi that will be agreed to by the parties in writing. (6) Section 3(c)(iii) of the IP License Agreement is hereby amended by deleting it in its entirety and replacing it with the following Section 3(c)(iii):

Termination Conditions. Subject Such a license of Opnext R&D IP to Section 4(c), such license Hitachi and of Licensed Hitachi R&D IP to Opnext shall not be terminated or its exploitation enjoined, until and unless: (i) Hitachi the licensee has committed a material breach of its obligations under this IP License R&D Agreement, Opnext Japan the licensor has given written notice of such breach to Hitachi the licensee and such breach remains uncured after sixty (60) days of receiving notice of such breach (the “Cure Period”), or, in the case of a breach, breach which cannot be cured within such Cure Period, Hitachi the licensee has not instituted within such Cure Period steps necessary to remedy the default and/or thereafter has not diligently pursued the same to completion; or (ii) Hitachi the breaching party has committed a an incurable material breach which is incurablebreach. In the event the breach is a curable breach that cannot be cured within the Cure Period but with respect to which Hitachi the licensee has instituted steps necessary to remedy the default and is thereafter diligently pursuing such cure, both parties shall negotiate to determine whether further pursuit of such the cure is reasonable. If the parties cannot agree on a resolution in such negotiations, then this issue shall be referred to arbitration pursuant to the arbitration procedures set forth in Exhibit B C hereto to decide whether such breach can be cured or any other alternative remedy should be adopted. In the event the breach is an incurable breach, (i) the parties agree that the matter shall be referred to arbitration pursuant to the arbitration procedures set forth in Exhibit B C hereto to determine the appropriate remedy, and (ii) Hitachi the breaching party shall provide an on-going plan to address the prevention of such a breach occurring again reasonably acceptable to Opnext Japan non-breaching party within sixty (60) days of written notice of the breach and shall implement and comply with such plan within the time period set forth in such plan. In the event that either party submits the dispute to arbitration, both parties shall cooperate in such binding arbitration in accordance with Exhibit B.C. (5) Section 5(e) of the R&D Agreement is hereby amended by deleting it in its entirety and replacing it with the following Section 5(e):

Termination Conditions. Subject Such a license of Opnext Japan R&D IP to Section 4(c), such license Hitachi and of Licensed Hitachi R&D IP to Opnext Japan shall not be terminated or its exploitation enjoined, until and unless: (i) Hitachi the licensee has committed a material breach of its obligations under this IP License R&D Agreement, Opnext Japan the licensor has given written notice of such breach to Hitachi the licensee and such breach remains uncured after during the Cure Period, or, in the case of a breach, breach which cannot be cured within such Cure Period, Hitachi the licensee has not instituted within such Cure Period steps necessary to remedy the default and/or thereafter has not diligently pursued the same to completion; or (ii) Hitachi the breaching party has committed a an incurable material breach which is incurablebreach. In the event the breach is a curable breach that cannot be cured within the Cure Period but with respect to which Hitachi the licensee has instituted steps necessary to remedy the default and is thereafter diligently pursuing such cure, both parties shall negotiate to determine whether further pursuit of such the cure is reasonable. If the parties cannot agree on a resolution in such negotiations, then this issue shall be referred to arbitration pursuant to the arbitration procedures set forth in Exhibit B E hereto to decide whether such breach can be cured or any other alternative remedy should be adopted. In the event the breach is an incurable breach, (i) the parties agree that the matter shall be referred to arbitration pursuant to the arbitration procedures set forth in Exhibit B E hereto to determine the appropriate remedy, and (ii) Hitachi the breaching party shall provide an on-going plan to address the prevention of such a breach occurring again reasonably acceptable to Opnext Japan non-breaching party within sixty (60) days of written notice of the breach and shall implement and comply with such plan within the time period set forth in such plan. In the event that either party submits the dispute to arbitration, both parties shall cooperate in such binding arbitration in accordance with Exhibit B.E. (8) Section 5(e) of the R&D Agreement is hereby amended by deleting it in its entirety and replacing it with the following Section 5(e):

Termination Conditions. Subject to Section 4(c), such Such license shall not be terminated or its exploitation enjoined, until and unless: (i) Hitachi Opnext Japan has committed a material breach of its obligations under this IP License R&D Agreement, Opnext Japan Hitachi has given written notice of such breach to Hitachi Opnext Japan and such breach remains uncured after sixty (60) days of receiving notice of such breach (the “Cure Period”), or, in the case of a breach, which breach that cannot be cured within such Cure Period, Hitachi Opnext Japan has not instituted within such Cure Period steps necessary to remedy the default and/or thereafter has not diligently pursued the same to completion; or (ii) Hitachi Opnext Japan has committed a an incurable material breach which is incurablebreach. In the event the breach is a curable breach that cannot be cured within the Cure Period but with respect to which Hitachi Opnext Japan has instituted steps necessary to remedy the default and is thereafter diligently pursuing such cure, both parties shall negotiate to determine whether further pursuit of such cure is reasonable. If the parties cannot agree on a resolution in such negotiations, then this issue shall be referred to arbitration pursuant to the arbitration procedures set forth in Exhibit B E hereto to decide whether such breach can be cured or any other alternative remedy should be adopted. In the event the breach is an incurable breach, (i) the parties agree that the matter shall be referred to arbitration pursuant to the arbitration procedures set forth in Exhibit B E hereto to determine the appropriate remedy, and (ii) Hitachi Opnext Japan shall provide an on-going plan to address the prevention of such a breach occurring again reasonably acceptable to Opnext Japan Hitachi within sixty (60) days of written notice of the breach and shall implement and comply with such plan within the time period set forth in such plan. In the event that either party submits the dispute to arbitration, both parties shall cooperate in such binding arbitration in accordance with Exhibit B.E. (3) Section 2(c)(iii) of the R&D Agreement is hereby amended by deleting it in its entirety and replacing it with the following Section 2(c)(iii):