1
EXHIBIT 10.11
Agreement No. .......
DEVELOPMENT AGREEMENT
by and between
HEWLETT-PACKARD GmbH
HERRENBERGER ▇▇▇▇▇▇▇ ▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇
- hereinafter referred to as "HP" -
and
NEW FOCUS INC.
▇▇▇▇ ▇▇▇▇▇ ▇▇▇.
SANTA CLARA CA
USA
- hereinafter referred to as "New Focus" -
REGARDING THE DEVELOPMENT OF A TUNABLE LASER SOURCE MODULE
1
2
1. SUBJECT-MATTER OF THE AGREEMENT
This agreement pertains to and covers the development of a Tunable Laser
Source Module (including hard- and software) which is described in
greater detail in the specifications in Schedule 1 hereto, as well as to
the manufacture of prototypes and production units by New Focus whilst
adhering to the project schedule as set forth in Schedule 3 hereof.
2. BREAK-DOWN OF COSTS / REMUNERATION
2.1 In return for the services outlined in Article 1 above, HP shall effect
payment in installments as laid out in A.) 5. of Schedule 1 according to
the development phases described in A.) 4. of Schedule 1 hereto. The
payments shall become due and payable in accordance with the terms and
conditions outlined in A.) 5. of Schedule 1.
All prices quoted are FOB Santa Clara, CA, USA. HP is responsible for
all taxes, customs, and freight.
2.2 Should the parties agree upon payment by installments which are due
prior to final and complete performance of the entire development
service, New Focus undertakes, prior to payment of the respective
installment, to provide HP with an irrevocable, unconditional and
absolute guarantee from a bank recognized as guarantor in the amount of
the respective installment. HP shall return such guarantee to the
supplier upon written confirmation of acceptance of the prototypes or
the software.
Installments by HP shall not include any acceptance of the prototypes,
developed software or the production units. With payment of the
installment all performances and expenses of New Focus in regard of the
respective development phase shall be covered.
2.3 All obligations regarding payment of costs and expenses incurred by New
Focus in connection with the performance of services to be provided
shall be deemed discharged upon payment of the agreed remuneration.
3. DEVELOPMENT
3.1 The prototypes as well as the software shall be manufactured by New
Focus in accordance with the project schedule (Schedule 3) and the
development phases contained therein as well as in Schedule 1.
3.2 Prior to the commencement of development, New Focus shall ensure that
the specifications are complete and that implementation of the contents
thereof is feasible. Should New Focus detect any defects or omissions
upon examination of the specifications, it shall inform HP hereof in
writing without any undue delay.
2
3
3.3 The deadlines outlined in the agreed project schedule (Schedule 3) shall
be binding upon both parties.
3.3 In order to ensure successful and timely performance of the Development
agreement for both parties, the parties hereto agree that New Focus
shall submit to HP a written report detailing key aspects of the project
at regular monthly intervals. Both parties shall have the option of
requesting that the other party engage in discussions regarding the
current stage of development, problems arising in connection therewith,
matters pertaining to coordination etc.
New Focus shall, in particular, advise HP of the following in this
regard:
3.4.1 PROJECT STATUS
Classification of the system components on which work was performed
during the period under review. The stage of work carried out and of the
semi-finished work, as well as a comparison of the target and actual
situation if the project schedule and/or the specification requirements
have not (yet) been complied with. Any deviations or postponement of
deadlines must be justified and the supplier is further required to
indicate the measures planned for re-establishing the target situation.
3.4.2 FORECAST
New Focus shall advise HP of the work scheduled for the next period
under review, also with a view to enabling HP to arrange, in good time,
for any support which it may be required to provide.
On HP's request, New Focus shall, during the course of discussions,
provide HP with copies of HP-specific documentation regarding the
development of prototypes and software available at the time of such
discussions.
Minutes, to be duly countersigned by both parties, shall be kept of all
such discussions.
3.5 New Focus shall document the development result and the individual
development steps and make such material available to HP in
machine-readable form.
4. RESOURCES
4.1 New Focus avails of a development center which is suitably equipped to
develop the developed software defined under the subject-matter hereof.
In the event HP employees are assigned to the development project New
Focus shall provide appropriate support to these employees.
4.2 HP shall support New Focus as described in Schedule 5.
3
4
5. MODIFICATIONS/AMENDMENTS TO THE SYSTEM DESCRIPTION/SPECIFICATIONS
5.1 Modifications to the specifications are subject to HP's prior written
approval. HP may request that New Focus incorporate modifications or
amendments. New Focus may also request that HP incorporate modifications
or amendments. Any such request must be submitted in writing. New Focus
shall perform the modified services if and to the extent that New Focus
can be reasonably expected to do so and New Focus has not provided HP
with written justification as to why it cannot be reasonably expected to
do so within 1 week of receipt for the modification request.
5.2 Should such modifications affect contractual agreements (relating to
costs or performance deadlines for example), the parties hereto shall
accordingly revise such agreements taking the increase/decrease in
time/expenditure required into consideration. The modifications shall be
performed within the framework of existing contractual agreements if no
such demand for review is submitted to the other party to the agreement
in writing within 2 weeks of receipt of the modification request by New
Focus. HP undertakes to advise New Focus of the significance of its
actions prior to commencement of the period in question.
5.3 In the event of a dispute regarding the scope of any increase/decrease
in time/expenditure required on the basis of modifications, both
parties hereto shall be entitled to request that an independent,
publicly-appointed and certified expert decide the issue with binding
effect for both parties.
5.4 New Focus shall inform HP immediately upon receipt of a modification
request if work already carried out by New Focus would become unusable
as a result of this modification.
6. FAILURE TO ADHERE TO THE PROJECT SCHEDULE
6.1 If, during the development phases, it already becomes apparent that the
completion date agreed upon in the project schedule (schedule 3) cannot
be adhered to, New Focus shall advise HP hereof without delay indicating
the reasons therefor. New Focus shall simultaneously advise HP of the
period of delay by which the completion date is to be postponed
vis-a-vis the deadline agreed upon in the project schedule.
6.2 If a deadline agreed upon in the project schedule is already or will
apparently be exceeded by more than 2 weeks, HP may extend the deadline
by a reasonable period of time. If this extended period expires to no
avail, HP shall be entitled to rescind the agreement. This shall not
apply if New Focus bears no responsibility for the existing or
foreseeable failure to adhere to the project schedule or for the expiry
to no avail of the period of grace.
6.3 Irrespective of the right to rescind the agreement pursuant to Article
6.2 above, the following contractual penalty shall apply:
4
5
Should New Focus be unable to adhere to the delivery deadlines agreed
upon in the project schedule (Schedule 3) for the prototypes or the
software during the respective development phases, HP shall be entitled,
without providing any further evidence, to demand a contractual penalty
in the amount of [*] of the net value of each development phase
according to Schedule 1 for each working day beginning two weeks after
the delivery deadlines of Schedule 3 or part thereof up to an amount
not exceeding [*] of the total value of each development phase
according to Schedule 1 however. This shall not apply if New Focus does
not bear responsibility for the delay.
7. EXAMINATION AND DELIVERY BY NEW FOCUS
7.1 Upon completion of development and manufacture of the prototypes
together with the developed software in accordance with the
specifications (Schedule 1), New Focus shall subject the prototypes and
the software to a functional check pursuant to HP specifications in
regard of the respective development phase according to Schedule 1 with
a view to establishing conformity with the specifications. A test report
shall be submitted.
7.2 New Focus shall deliver the tested prototypes and the developed software
to HP on or before the deadline defined in the project schedule
(Schedule 3). Tested means that no deviations from the specification
requirements in regard of the respective development phase according to
Schedule 1 and no other defects were detected during testing at New
Focus.
New Focus shall provide HP with all the necessary documentation/data
sheets, source codes etc. upon delivery of the prototypes as described
in Schedule 1.
7.3 New Focus shall produce further prototypes and production units in
accordance with the terms and provisions hereof according to Schedule 1.
8. EXAMINATION AND ACCEPTANCE BY HP
8.1 HP shall examine the design of the prototypes. HP shall accept the
design provided that the prototypes to be manufactured in accordance
with this design will ensure the fulfillment of the product
specifications as described in Schedule 1.
8.2 HP shall subject any prototype as well as the developed software to a
separate functional check within eight weeks of delivery, according to
Schedule 1. HP shall provide weekly updates/reports on the progress
and results of the testing. A test report shall be submitted.
8.3 HP shall submit a written acceptance certificate of the prototypes and
the developed software to New Focus if the prototypes and the developed
software conform to all of the specification requirements of Schedule 1
and if no other defects can be detected.
5
[*] Certain information on this page has been omitted and
filed separately with the Commission. Confidential treatment
has been requested with respect to the omitted portions.
6
8.4 Should HP detect deviations from the specifications or defects during
the course of the functional check, HP shall inform New Focus thereof in
writing.
In this event, New Focus shall provide HP with repaired or newly
manufactured prototypes or developed software which is/are free of the
respective defect(s) within five working days. New Focus shall ensure
that the defects are remedied and rectified according to Schedule 4 by
employees who were already involved in the development of the developed
software defined under the subject-matter hereof. Subject to mutual
agreement between the parties, such rectification of defects may be
carried out by HP. In the case that New focus can not rectify such
defects within short term New Focus shall provide HP a temporary
solution.
8.5 Following delivery of the repaired / newly manufactured prototypes or
developed software, HP shall conduct another functional test. If
deviations from the specifications (Schedule 1) or defects are still
detected in the repaired / newly manufactured prototypes or developed
software and these are not remedied and rectified within 15 working
days of receipt of appropriate notice thereof from HP, HP may, at its
discretion, rescind the Agreement, rectify the defect itself or have it
rectified by a third party at New Focus's expense. Any further claims
shall remain unaffected thereby.
8.6 In the case that HP does not accept the manufactured prototypes or the
developed software within a reasonable period of time after delivery,
New Focus may set forth a deadline in order to declare the acceptance.
The manufactured prototypes or the developed software shall deemed to
be accepted if HP does neither declare the acceptance nor informs about
defects. HP shall not refuse the acceptance because of insignificant
defects. If HP accepts the manufactured prototypes or the developed
software without regard of defects, these defects shall be written down
within the minutes of the acceptance.
8.7 According to Schedule 1 HP shall release the prototypes for production
and delivery of 30 production units to HP upon acceptance of the
prototypes. In this case, the New Focus prices for these production
units as set forth in Schedule 1 shall apply.
HP shall be entitled to purchase additional production units and
building blocks thereof (for additional use in other future developed
products) after completion of the development according to this
Agreement. The scope of delivery/supply shall form the subject matter
of a separate agreement (standard purchase Agreement). The parties
hereto will enter into good faith negotiations in order to conclude
such an agreement, in which New Focus shall guarantee the same warranty
as described in clause 10 as well as a product support for a period of
five years after delivery of the last production unit.
9. CONTACT PERSONS
9.1 Both parties shall appoint contact persons in Schedule 2 to facilitate
close cooperative links in an atmosphere of mutual trust. The contact
persons shall be entitled to issue
6
7
and receive legally binding statements on behalf of the respective
party, always provided that this Agreement is not modified thereby.
9.2 New Focus assures that the employees listed in Schedule 2 designated by
New Focus for support and development for the entire duration of the
project avail of the requisite knowledge and necessary experience in
this field.
9.3 During the phase of development the parties hereto shall schedule
regular meetings every 3 to 4 months in order to discuss any problems
regarding the fulfillment of this Agreement and for any other purpose as
described in this clause 9. Such meeting shall be attended by the
contact persons designated according to 9.1 and/or any other persons as
deemed appropriate in mutual agreement by the parties hereto. The
meetings shall alternately take place at the respective business sites
of the parties hereto.
10. WARRANTIES
(a) PRODUCTS AND SERVICES
New Focus warrants that for twelve (12) months following the acceptance
of the manufactured prototypes, the developed software and associated
documentation in accordance with section 8 the manufactured prototypes,
the developed software and associated documentation shall be free from
defects in workmanship and materials; the developed software shall be
free from significant programming errors; the manufactured prototypes
and the developed software shall conform to the performance
capabilities, characteristics, specifications, functions and other
descriptions and standards applicable thereto as set forth in Schedule 1
hereto; and that, in general, the services to be performed by New Focus
shall be performed in a timely and professional manner by qualified
technicians totally familiar with the manufactured prototypes and the
developed software. In the event that defects are discovered during the
warranty period, New Focus shall promptly remedy such defects at no
additional expense to HP, according to Schedule 4.
This section 10(a) shall in no way limit any of HP's rights under the
applicable law.
(b) COMPLIANCE WITH APPLICABLE LAWS
New Focus warrants that the manufactured prototypes and the developed
software and all other products, documentation and other materials
required to be delivered to HP hereunder, the development and use by HP
thereof, and the performance by New Focus of its obligations hereunder
shall be in compliance with all applicable laws, rules and regulations
as of the date of delivery thereof.
7
8
11. RIGHTS OF USE
11.1 HP is hereby vested with an irrevocable, exclusive, transferable production
and distribution right regarding the Tunable Laser Source Module (including
software, the respective prototypes, the production units and any and all
parts, such parts including, but not limited to, any building blocks) in
its respective state of processing, such right being unlimited with respect
to time, contents and geographical scope.
HP may grant third parties sub-licensing rights and the above mentioned
rights of use, subject to the agreement of the respective third parties to
enter into an agreement on the payment of royalty fees with respect to the
two patents on the design of external cavity diode lasers (US Patent No.:
5,319,668 and US Patent No.: 5,354,575) held by New Focus.
With respect to the manufacturing and the supply of the Tunable Laser
Source Module, HP agrees to exclusively enter into negotiations with New
Focus on the terms and conditions of a respective agreement, provided that
HP shall have total discretion as to whether or not entering into such
agreement.
11.2 New Focus shall grant HP a non-exclusive, international license to all
industrial property rights, copyrights included, at no extra cost provided
New Focus is entitled to grant such a license, if and to the extent that
this is necessary to exercise the rights of use granted to HP as set forth
under sub-clause 11.1 above.
11.3 With regard to HP's exclusive production and distribution right to the
subject-matter hereof, New Focus shall not process or otherwise use the
subject-matter either for its own purposes or for those of third parties.
12. INDUSTRIAL PROPERTY RIGHTS
12.1 New Focus hereby represents and covenants that it is the unlimited and
undisputed holder of all copyrights and other intellectual property rights
(business and trade secrets included) to the development system, thus
enabling New Focus to grant HP the rights of use pursuant to Article 11
hereof.
12.2 In the event of any violation of a third party's industrial property right,
New Focus shall establish HP's right to continued use of the development
system without payment of any additional remuneration, or, if this should
not be possible, alter or replace the subject-matter hereof in such a way
as to circumvent violation of industrial property rights whilst, however,
conforming to the specification requirements. HP shall be entitled, pending
the above, to withhold any payments due.
12.3 In the event of any such violation of an industrial property right, New
Focus shall defend HP against any claims asserted by third parties, if and
to the extent that HP does not wish to defend itself. Should third parties
file a claim against HP on account of the violation of industrial property
rights, New Focus shall indemnify HP against all claims (for damages) and
shall further bear all costs incurred by HP in connection with such a
claim (e.g. in connection with legal disputes). This shall apply
analogously in
8
9
favor of those persons who, up to such time, have been [*] the
subject-matter hereof in accordance with Article 11 above.
13. AUDIT RIGHTS
At any time HP is entitled to make or cause to be made a special audit
regarding the production processes and the quality ensurance systems
established by New Focus, on reasonable request made in writing no less
than 15 days in advance. New Focus shall make all relevant matters
available for examination during regular business hours. A written summary
of the results of any such special audit shall be provided by HP to New
Focus.
14. CONFIDENTIALITY
14.1 The parties to this Agreement undertake to treat as confidential all of the
other party's information identified as such in writing and not to disclose
or divulge such information to third parties, unless such information was
released by the other party or became public knowledge without any breach
of obligations under this Agreement.
This shall apply in particular to facts and information on operational
procedures, operating results, production figures, products, business
policies, duties, claims, organizational and social services or business
management measures as well as data on purchasing/procurement functions.
The confidential information provided by HP shall solely be used by New
Focus for the purpose of this Agreement.
In doing so, the parties hereto shall apply the same level of care and
diligence as they would exercise in their own affairs.
14.2 This obligation shall expire for each party hereto four years subsequent to
receipt of the last confidential fact or item of information from the other
party.
14.3 New Focus shall take the necessary measures to ensure that the results of
development are not inadmissibly used, disclosed or copied.
15. TERMINATION
15.1 This Agreement may be terminated in writing by either party only in the
event of good cause.
Good cause shall be deemed to exist, in particular, if one of the parties
hereto fails to perform its contractual obligations, despite a reminder to
this effect. Good cause shall also be deemed to exist for HP if composition
or bankruptcy proceedings are instigated or initiated against New Focus's
assets or in the event of a lasting modi-
[*] Certain information on this page has been omitted and filed separately with
the Commission. Confidential treatment has been requested with respect to
the omitted portions.
9
10
fication to the ownership rights within New Focus (for example, if New
Focus will be taken over by competitors).
Furthermore, HP shall be entitled to terminate the Agreement on
extraordinary grounds if HP comes to the conclusion that continued
implementation of the general project which incorporates the developed
system is no longer feasible in view of the economic and/or technical
situation.
15.2 Should this Agreement be terminated for reasons in respect of which New
Focus bears responsibility, New Focus shall only be remunerated for
services commissioned and performed prior to termination. This is subject
to the provision that HP is in a position to use the relevant services to
further use the developed system.
15.3 In all other cases, New Focus shall be entitled to the agreed remuneration
as determined by the date of termination, subject however, to the
deduction of expenditure saved, estimated at 90% of the remuneration for
services not yet performed by New Focus. HP reserves the right to prove
that additional expenditure was saved.
15.4 In the event of termination of this Agreement, New Focus shall, without
exception, deliver and surrender to HP without delay all documents which
HP made available to New Focus within the framework of this Agreement, as
well as all and any prototypes and/or parts of them already in existence
at the time of termination and all and any documentation and other
information including but not limited to the respective source code
regarding the HP-specific development result available at the time of
termination. HP shall be vested with the rights to this development result
in accordance with Article 11 above (rights of use).
15.5 In the event of termination hereof, the obligations set forth under
Article 14 (confidential information) shall prevail and continue for a
period of four years subsequent to termination and those set forth under
Article 10 (warranty) shall also prevail and continue.
16. SCHEDULES TO THIS AGREEMENT
The Schedules listed in the following shall be deemed an integral part of
this Agreement:
Schedule 1 - Specifications, Development phases, Payment,
Schedule 2 - Contact persons
Schedule 3 - Project schedule
Schedule 4 - Bugfixing
Schedule 5 - Resources provided by HP
10
11
17. MISCELLANEOUS PROVISIONS
17.1 No ancillary verbal agreements have been made. Any alterations and
amendments hereto must be made in writing in order to be valid and must
expressly indicate that they constitute an alteration or amendment hereto.
This shall similarly apply to any waiver of this written form requirement.
17.2 Unless otherwise expressly agreed upon herein, any transfer of the rights
arising in connection herewith to third parties by one of the parties
hereto shall be subject to the prior written approval of the other party.
17.3 Should one or more of the provisions hereof be or become void or invalid,
the parties hereto undertake to replace such a provision with a valid
provision which approximates the economic purpose or intent of the void or
invalid provision as closely as possible. The validity of the remaining
provisions shall remain unaffected thereby.
17.4 This Agreement shall be governed by and construed in accordance with the
laws of the Federal Republic of Germany. The Uniform Laws of the UN
Convention on Contracts for the International Sale of Goods shall not
apply. The courts of Stuttgart, Germany, shall have jurisdiction and
venue over any claims asserted under or in connection herewith.
For HP: For New Focus:
Boeblingen 23/12/96 Santa ▇▇▇▇▇ 1/9/97
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇ /s/ ▇▇▇▇▇▇▇ ▇▇▇
------------------------------------- -----------------------------------
Name Name
Business Manager Vice President, Engineering
------------------------------------- -----------------------------------
Area of activity/title Area of activity/title
11
12
SCHEDULE 1 - SPECIFICATIONS, DEVELOPMENT PHASES, PAYMENT
A.) PRODUCT TO BE DEVELOPED:
1. A 1550 nm tunable laser source module (entire plug-in module) which will be
based on the patented (US Patent No. [*] and [*]) opto-mechanical design of
the New Focus ECDL product family for integration into the HP optical
component test platforms (or additional purposes).
2. This includes the development and production of the opto-mechanical
sub-assemblies as well as the assembly and test of the chassis and
interface electronics. Specifically, New Focus will reduce the cost and
size of the opto-mechanical head associated with the current New Focus
products, develop the low cost electronics needed to interface the
multimeter platform, and refine the packaging of the isolated fiber launch.
In addition, New Focus will develop an operations approach that allows for
the production of up to [*] plug-in modules per year. In the event that [*]
plug-in modules per year are desired an option, which requires additional
funding and a [*] period to increase capacity to [*] per year, may be
exercised by HP. The additional funding for this option will be part of a
separate development contract.
A focused team operating in a project management infrastructure and
reporting directly to the New Focus management team will be employed for
that purpose.
[*] Certain information on this page has been omitted and
filed separately with the Commission. Confidential treatment
has been requested with respect to the omitted portions.
12
13
3. New Focus will develop and deliver a final module that will meet all of the
specifications described below.
Condition: The Module is [*]
(currently under development at HP)
All Specifications apply over the Operating Temperature Range and under the
Humidity Conditions.
[*]
[*] Certain information on this page has been omitted and
filed separately with the Commission. Confidential treatment
has been requested with respect to the omitted portions.
13
14
MODULE KEY FUNCTIONS AND FEATURES
3.1.0 TUNABLE WAVELENGTH LASER SOURCE PARAMETERS
From the customer point of view this source will have the following parameters.
All these parameters must be accessible via the user interface.
[*]
3.1.1 TUNABLE WAVELENGTH LASER SOURCE FUNCTIONALITY
[*]
3.1.2 TUNABLE WAVELENGTH LASER SOURCE EXCEPTIONS/EVENTS
[*]
[*] Certain information on this page has been omitted and
filed separately with the Commission. Confidential treatment
has been requested with respect to the omitted portions.
14
15
4. Development requirement and payment criteria:
The Development will proceed in accordance with the development phases as
described below.
A: MODULE HARDWARE
Start Contract
o Final contract signed from both parties
o Agreement on development schedule (see appendix "Development
Schedule")
o Agreement on all product specifications (see appendix "Module
Specification")
1. Design Review
a) Complete product documentation available, and documentation is
supposed to be capable to fulfill the product requirements.
[*]
2. Phase 1 Prototypes
[*]
3. Phase 2 Prototype
[*]
4. Release to Production
a) All prototypes out of phase 2 are tested at HP regarding HP
Environmental Test Manual Class B and meet the product
requirements (see appendix "Module Specification")
b) Stress and lifetime test results are available
c) Exhaustive search for design defects complete
d) Entire production process works and is documented
e) Test tooling complete
f) Incoming material inspection in place
g) Shipping container in place
5. Final Contact close
[*]
[*] Certain information on this page has been omitted and
filed separately with the Commission. Confidential treatment
has been requested with respect to the omitted portions.
15
16
B: MODULE SOFTWARE
1. Design Review
[*]
2. Prototype (alpha)
[*]
3. Prototype (beta)
[*]
4. Release to Production
[*]
[*] Certain information on this page has been omitted and
filed separately with the Commission. Confidential treatment
has been requested with respect to the omitted portions.
16
17
5. The delivery dates are laid down within the project schedule (Schedule 3).
The remuneration will be paid [*]. The respective installment will be due
[*] provided that HP will not detect major deviations in regard of the
requirements of the respective development phase. The installments are as
follows.
Start Contract $[*]
Design Review $[*]
Phase 1 Prototypes $[*]
High Power diodes in cavities $[*]
Phase 2 Prototypes $[*]
Release to Production $[*]
Final Contract close $[*]
30 Production Units $[*]
The development cost approach is to use non-recurring engineering funding
from HP to develop the product and production line so that the per unit
price in 3/98 will be $[*]. The per unit price will be $[*] and the
development cost will be $[*] to get to [*] fully tested plug in modules
per year. This $[*] non-recurring engineering effort will include delivery
of [*] units but the [*] delivered at the end of the project will be $[*]
each (FOB Santa Clara, CA). This $[*] per unit price is based on a cost for
the coated diodes of $[*]. If a qualified source of AR coated diodes could
be identified that would work in our cavity then the per unit price would be
$[*] plus the cost (to NFI) of the diodes.
An option to increase the capacity in a separate development contract has
been offered, but not exercised by HP at this time, that will allow New
Focus to tool up to the [*]/year numbers associated with the high end of the
HP marketing numbers. This effort would be covered under a separate
development project and New Focus would need [*] advance notice before the
increased capacity could be realized. If this option is chosen the per unit
price for a quantity of [*] units would be $[*] (FOB Santa Clara, CA) (New
Focus are essentially only increasing capacity with this approach) and the
per unit price at [*] units would be $[*] (FOB Santa Clara, CA). In these
cases the assumed cost of the AR coated diode is $[*] and $[*],
respectively.
B.) TECHNICAL APPROACH (PROPOSED BY NEW FOCUS):
1. [*]
2. [*]
3. [*]
4. [*]
5. Extensive environmental testing of the pigtailed opto mechanical head
6. Development of compact low cost versions of our analog control electronics
(ongoing)
7. Integration of the analog and digital opto-mechanical control electronics
with the micro-processor interface and communications design provided by
HP.
8. [*]
[*] Certain information on this page has been omitted and
filed separately with the Commission. Confidential treatment
has been requested with respect to the omitted portions.
17
18
The above Technical Approach is understood as a proposal by New Focus which may
be amended, provided that the development requirements as set out in this
Schedule 1 are fully met.
New Focus will use the HP communications and interface design, which uses a 32
bit-microprocessor, together with New Focus design for opto-mechanical control
to design and develop a complete [*]. To do this New Focus will acquire the [*]
development environment necessary to design with this processor, New Focus will
use [*] and New Focus will work to ensure that there is complete overlap between
the development effort at HP and at NFI.
C.) OPERATIONS APPROACH (PROPOSED BY NEW FOCUS):
New Focus will develop a production line solely dedicated to the assembly and
test of the HP ECDL in Santa Clara CA using some of New Focus' available
manufacturing space. The approach is summarized below:
1. Develop the operational approach (demand flow/JIT)
2. Build and capitalize laboratory manufacturing space
3. Design manufacturing tooling and automation software
4. Develop method sheets and documentation for operational model
New Focus will expand and improve its present [*] production line (model 6200)
for use in the production of up to [*] HP-ECDLs per year.
D.) PROJECT MANAGEMENT BY NEW FOCUS:
This development effort will require a focused team operating within a tight
schedule. The scope of the project is well understood as are the resources
necessary to accomplish the task. New Focus will create a development team that
will report directly to the VP of Engineering. This team will be solely
dedicated to this project. The team will consist of but not be limited to:
1. Project Manager: Extensive experience with ECDL's,
project management, and e-o-engineering
2. Senior Electro-Optics Engineer: One of our senior laser designers with
extensive control and AR coating
experience
3. Senior Mechanical/Control Engineer: One of our engineers associated with the
DC servo control of precision
opto-mechanical hardware
4. Electrical Engineer: Engineer focusing on low cost
analog/digital electronics and rapid
prototyping
5. Electrical Engineer: Engineer focused on firmware and
interface to HP platform
6. Mechanical Engineer: Engineer focused on tooling
designs/documentation/incorporation of
fiber launch designs
[*] Certain information on this page has been omitted and
filed separately with the Commission. Confidential treatment
has been requested with respect to the omitted portions.
18
19
7. Manufacturing Engineer: Engineer focused on production line
layout / manufacturing tooling / testing
New Focus will commit additional resources to this project as it moves forward.
SCHEDULE 2 - CONTACT PERSONS
For a better fulfillment of this Agreement both parties name the following
contact persons
By HP: By New Focus
Name: ▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇
Telephone-No.: (▇▇) ▇▇▇▇-▇▇▇▇▇▇ Telephone-No.: ▇▇▇-▇▇▇-▇▇▇▇
FAX: (▇▇) ▇▇▇▇-▇▇▇▇▇▇ FAX: ▇▇▇-▇▇▇-▇▇▇▇
Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Telephone-No.: (▇▇) ▇▇▇▇-▇▇▇▇▇▇ Telephone-No.: ▇▇▇-▇▇▇-▇▇▇▇
FAX: (▇▇) ▇▇▇▇-▇▇▇▇▇▇ FAX: ▇▇▇-▇▇▇-▇▇▇▇
SCHEDULE 3 - PROJECT SCHEDULE
19
20
[*]
[*] Certain information on this page has been omitted and filed separately with
the Commission. Confidential treatment has been requested with respect to
the omitted portions.
21
[*]
[*] Certain information on this page has been omitted and filed separately with
the Commission. Confidential treatment has been requested with respect to
the omitted portions.
22
SCHEDULE 4 - BUGFIXING
1. Any bugs in the developed software shall be recorded and verified by HP.
Following verification, HP shall forward the bug report to New Focus.
Bugs shall be categorized as follows:
A. Serious bugs
Bugs that result in system crashes (hangs or halts), loss of data,
destruction of data, corruption of data or cases of unreasonable
handling effort for which no "workaround" is available (i.e. there is
no method accepted by HP or by the customer for either avoiding the
bug or using the developed software).
Any medium bug as defined in B of this schedule 4 which causes a
serious bug as defined above within the final optical component
platforms shall additionally be categorized as a serious bug.
B. Medium bugs
Bugs as specified under A above, but for which a "workaround" is
available for bug avoidance.
C. Minor bugs
Any bugs not included in categories A and B above.
2. Any serious bugs in the developed software shall be immediately fixed by
New Focus. New Focus will begin to fix the bug 24 hours after the
respective report by HP the latest. New Focus shall fix the bug during 3
days or during a longer period agreed by HP. If New Focus is unable to
reproduce or to fix any bug immediately on its own computer system, it
shall fix the bug - if decided by HP - on-site in customer's place.
3. Any medium bug in the developed software shall be fixed in a reasonable
period of time. New Focus shall begin fixing the bug during 48 hours after
the respective report by HP. New Focus shall fix the bug during two weeks
or during a longer period agreed by HP.
4. Any other bugs shall be fixed as soon as possible within the scope of the
maintenance of the developed software.
5. New Focus shall update the documentation in accordance with the bug fix.
20
23
6. New Focus shall ensure that any serious and medium bugs shall be fixed for
both the current and the previous operating system release.
7. New Focus will maintain a telephone number with a designated knowledgeable
contact to HP to call during normal business hours to report problems and
receive assistance.
8. The Bugfixing according to this schedule 4 shall be free of charge during
the warranty period.
21
24
SCHEDULE 5 - RESOURCES PROVIDE BY HP
1. HARDWARE RELATED DOCUMENTS (see separate Documentation Package)
a) Drawings of all mechanical parts of the Module Chassis
o Module Bottom Cover
o Module Top Cover
o Module Sub Panel
o Plastic Front Panel
o Module Extractor
o Fiber Connector Bushing at Front Panel
o Module Fiber Interface
b) Description of Module Interface and digital Hardware
o Printed Circuit Board Outline
o Interface Connector to Module/Mainframe Positioning Dwg.
c) Schematics of digital parts including part list
d) Documentation and File of FPGA Communication Part
2. SOFTWARE RELATED DOCUMENTS (see separate Documentation Package)
a) Description of Communication between Mainframe and Module
b) HP Coding Standards
c) Documentation and Source Code Template for Operating System, Start-up
and Communication of Module
3. HARDWARE SUPPORT
a) For first Phase of Development (December 96 - March 97 Time Frame)
o HP8153 Mainframe
o Dummy and Extendermodule
--> Delivery January 1997
b) For the rest of the Development (April 97 - March 98)
o New OCT Mainframe Prototype
--> Delivery End of March
22
25
[GRAPH]
[*]
Page 1
[*] Certain information on this page has been omitted and
filed separately with the Commission. Confidential treatment
has been requested with respect to the omitted portions.
26
[GRAPH]
[*]
Page 2
[*] Certain information on this page has been omitted and
filed separately with the Commission. Confidential treatment
has been requested with respect to the omitted portions.
