Terminations and Waivers Clause Samples

Terminations and Waivers. JDSU acknowledges and agrees that, upon the Closing and upon the Company’s full payment of the promissory note and conversion of the Preferred Stock, all rights and obligations between the Company and JDSU pursuant to that certain (i) Securities Purchase and Investor Rights Agreement, dated October 22, 2001, (ii) Adept’s Statement of Preferences and (iii) the promissory note, (all such agreements and instruments shall be collectively referred to as the “JDSU Agreements/Terms”), will be null and void, except as specified herein, and any claims, rights and remedies JDSU may have or may have had thereunder are hereby irrevocably waived, including, without limitation, any breaches of any Company’s obligations or non-compliance by the Company prior to the Closing under any of the JDSU Agreements/Terms, and the execution of this agreement or any of the Investor Agreements and the consummation thereof shall not constitute a “Liquidity Event” or give rise to any right of the Preferred Sock under the Statement of Preferences. This Agreement does not terminate any intellectual property licenses previously granted to the parties pursuant to that certain Supply, Development and License Agreement dated as of October 29, 2001 (which agreement has otherwise previously been terminated). Notwithstanding the foregoing, this provision shall not limit any remedy of JDSU for any fraud or intentional misrepresentation by the Company.