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EXHIBIT 10.13.3
AMENDMENT 2
TO
OEM AGREEMENT
(Cisco as Seller)
This Amendment 2 to OEM Agreement (the "Agreement") is made as of the
30th of June, 2000 (the "Effective Date") by and between Cisco Systems, Inc., a
California corporation, having principal offices at 000 Xxxx Xxxxxx Xxxxx, Xxx
Xxxx, Xxxxxxxxxx 00000-0000 ("Cisco") and Xxxxx Corporation, a California
corporation having its principal place of business at 0000 Xxxxx Xxxxx Xxxxxx,
Xxx Xxxx, Xxxxxxxxxx 00000 ("Netro").
RECITALS
X. Xxxxx has been purchasing from Cisco the Cisco MGX 8220 shelves and
associated products, software and firmware pursuant to the OEM Agreement, dated
December 7, 1998, between Cisco and Xxxxx (the "OEM Agreement"). The OEM
Agreement originally provided that Xxxxx could purchase from Cisco the MGX 8220
shelves for a fifteen (15) month period or until Xxxxx had purchased [***] units
of the MGX 8220 shelves.
B. The parties entered into Amendment One to the OEM Agreement in order
to extend the time period during which Xxxxx could purchase the MGX 8220 shelves
and to increase the number of shelves that Xxxxx could purchase
C. The parties now desire to enter into this Amendment in order to
extend further the time period during which Xxxxx may purchase the MGX 8220
shelves and to increase further the number of shelves that Xxxxx may purchase.
NOW, therefore, in consideration of the terms and conditions of this
Agreement, the parties agree as follows:
1. DEFINITIONS
1.1 Unless otherwise defined herein, all capitalized terms shall have
the meaning ascribed to them in the OEM Agreement.
2. AMENDMENT TO PURCHASE AND SALE TERMS AND CONDITIONS
2.1 Section 1.4 of the OEM Agreement is hereby amended by replacing the
words "fifteen months thereafter" with "June 30, 2001." The parties acknowledge
and agree that the intent of this replacement is to permit Xxxxx to purchase
Products until June 30, 2001 instead of the fifteen (15) month period originally
set forth in the OEM Agreement or the extended period as set forth in Amendment
One to the OEM Agreement.
CONFIDENTIAL 1
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2.2 Section 2 of the OEM Agreement is hereby amended by replacing all
occurrences of the figure "[***]" with the figure "[***]". The parties
acknowledge and agree that the intent of this replacement is to permit Xxxxx to
purchase up to [***] units of the Products instead [***] as originally set forth
in the OEM Agreement or the increased amount as set forth in Amendment One to
the OEM Agreement.
3. TERM
TERM. This Amendment shall commence as of the Effective Date and shall
remain in effect so long as the OEM Agreement is in effect. This Amendment shall
terminate or expire upon termination or expiration of the OEM Agreement.
4. XXXXX'X SOFTWARE LICENSE OBLIGATIONS
4.1 SOFTWARE LICENCE -- THIRD PARTY LICENSES. Effective immediately upon
execution of this Amendment, Xxxxx will be solely responsible for obtaining any
third party licenses required to develop, distribute and sell Xxxxx'x Board
Products and Xxxxx'x Integrated Product, including, without limitation, Wind
River VxWorks Software. In the event that Xxxxx does not fulfill the foregoing
obligation, Xxxxx will indemnify, defend and hold Cisco harmless, at Xxxxx'x
expense, from any action brought against Cisco to the extent it is based on a
claim arising from the use or distribution of Wind River VX Works Software.
5. PURCHASE ORDERS -- INVENTORY
5.1 The following is hereby added as a new Section to the contract: "4.5
INVENTORY. The parties anticipate that Xxxxx'x inventory turns shall be
approximately 45-60 days or less."
6. MISCELLANEOUS
6.1 The terms and conditions of the OEM Agreement, including without
limitation miscellaneous terms and conditions set forth in Section 17, shall
apply to this Amendment. Except as expressly amended by this Amendment, all
terms and conditions of the OEM Agreement shall remain in full force and effect.
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the
day and year first above written.
CISCO SYSTEMS, INC. XXXXX CORPORATION
By: /s/ XXXXXXXXXX XXXXXXXXX By: /s/ XXXXXXX X. XXXXXXX
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Name: Xxxxxxxxxx Xxxxxxxxx Name: Xxxxxxx X. Xxxxxxx
Title: VP & GM WABU Title: EVP and CFO
CONFIDENTIAL 3
