EXHIBIT 10.24.1 July 1, 1998 Dr. Simon Cao President Avanex Corporation 42501 Albrae Street Fremont, CA 94538 USA Re: Patent License Agreement for the VIPA related devices between Fujitsu Limited and Avanex Corporation Dear Dr. Cao: With regard to...

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                                                                 EXHIBIT 10.24.1

                                                                    July 1, 1998
Xx. Xxxxx Xxx
President
Avanex Corporation
00000 Xxxxxx Xxxxxx
Xxxxxxx, XX 00000
XXX

Re: Patent License Agreement for the VIPA related devices between Fujitsu
Limited and Avanex Corporation

Dear Xx. Xxx:

With regard to Section 7.3(h) of the agreement, Fujitsu Limited understands that
this term is defined as below.


"important change in controlling ownership of AVANEX" means acquisition of more
than half of Avanex Corporation by one of the major telecom system suppliers.

The major telecom system suppliers are defined as [*].


Sincerely,


/s/ Xxxxxx Xxxxx


Xxxxxx Xxxxx
Manager
Photonic Devices Development Dept.
Fujitsu Limited





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