40-00-110-00 DEVELOPMENT AGREEMENT NUMBER * Certain information in this agreement has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. Asterisks within brackets...

1
EXHIBIT 10.14

DEVELOPMENT AGREEMENT

BETWEEN

XXX XXXXXXXXXXX
000 Xxxxx Xxxxxx
Xxxxxxxxx, XX 00000

AND

MCDATA CORPORATION
000 Xxxxxxxxxxx Xxxxxxx
Xxxxxxxxxx, XX 00000-0000

40-00-110-00
DEVELOPMENT AGREEMENT NUMBER

* Certain information in this agreement has been omitted and
filed separately with the Commission. Confidential treatment
has been requested with respect to the omitted portions.
Asterisks within brackets denote omissions.
2
TABLE OF CONTENTS

Section Title Page

1 DEFINITIONS ............................................................................ 1
2 TERM and TERMINATION.................................................................... 2

3 SCOPE AND TERRITORY OF.................................................................. 3

4 INTELLECTUAL PROPERTY RIGHTS............................................................ 3

5 PRODUCTS................................................................................ 5
5.1 Product Specifications.................................................................. 5
5.2 Product Design Changes and Field Modification Orders.................................... 5
5.3 New Products and Features............................................................... 5
5.4 Compatibility and Updates............................................................... 5
5.5 Labeling and Regulatory Compliance...................................................... 7

6 WARRANTY................................................................................ 7
6.1 Product Warranty........................................................................ 7
6.2 Software Warranty....................................................................... 8
6.3 Title Warranty.......................................................................... 8
6.4 Disclaimer.............................................................................. 9

7 INDEMNIFICATIONS........................................................................ 9

8 CONFIDENTIALITY OF INFORMATION.......................................................... 10

9 LIMITATION OF LIABILITY................................................................. 11

10 GENERAL PROVISIONS...................................................................... 12
10.1 Governing Law........................................................................... 12
10.2 Waiver.................................................................................. 12
10.3 Compliance with Laws.................................................................... 12
10.4 Notices................................................................................. 12
10.5 Assignment.............................................................................. 13
10.6 Fibre Alliance Membership............................................................... 13
10.7 Force Majeure........................................................................... 13
10.8 Conflict................................................................................ 13
10.9 Contract Changes........................................................................ 13
10.10 Manufacturing Rights and Escrow......................................................... 13

i
3

10.11 Product Roadmap Review.................................................................. 15
10.12 Survival................................................................................ 15
10.13 Headings................................................................................ 15
10.14 Independent Contractors................................................................. 15

11. EXHIBITS

S. PRODUCT AND DOCUMENTATION PRICING
T. PRODUCT SPECIFICATIONS AND REQUIREMENTS
U. QUALITY ASSURANCE, PRODUCT DEVELOPMENT-
LIFECYCLE AND ESCALATION PROCEDURES
V. SCHEDULES PROGRAM COORDINATION
W. McDATA QUALITY PLAN
X. FIBRE CHANNEL SWITCH EMC REGULATORY AND
PRODUCT SAFETY REQUIREMENTS
Y. [*]
Z. [*]

* 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. Asterisks within brackets denote omissions.

ii
4
MCDATA CORPORATION
DEVELOPMENT AGREEMENT

This Development Agreement ("Development Agreement") is entered into by and
between McDATA Corporation ("McDATA"), 000 Xxxxxxxxxxx Xxxxxxx, Xxxxxxxxxx,
Xxxxxxxx 00000-0000, and XXX Xxxxxxxxxxx, 000 Xxxxx Xxxxxx, Xxxxxxxxx, XX 00000
("EMC"), and commences on the date accepted and executed by McDATA ("Effective
Date").

For good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, McDATA and EMC agree as follows:

1. DEFINITIONS.

1.1 "EMC" means the entity executing this Development Agreement, and all
Subsidiaries or Affiliates thereof. "Affiliates" means, with respect to EMC, any
corporation or other organization, whether incorporated or unincorporated, which
is an affiliate of EMC as "affiliate" is defined in Rule 12.2 of the Exchange
Act. "Subsidiary" means with respect to EMC, any corporation or other
organization, whether incorporated or unincorporated, other than McData of which
(a) at least a majority of the securities or other interests having by their
terms ordinary voting power to elect a majority of the Board of Directors or
others performing similar functions with respect to such corporation or other
organization is directly or indirectly owned or controlled by EMC or by any one
of more of its Subsidiaries or by EMC and one or more of its Subsidiaries or (b)
EMC or any other Subsidiary of EMC is a general partner (excluding any such
partnership where EMC or any Subsidiary of EMC does not have the majority voting
interest in such partnership).

1.2 "END USER CUSTOMER SOFTWARE" means, and is limited to, the machine-readable
Object Code Software (e.g., the system diskette, any supporting software
diskette(s)) and/or the firmware embedded in all ROM, PROM or equivalent
components of Product, including the systems manual(s) supplied with each
Product, and any Software Feature Option(s) which is sublicensed pursuant to the
terms of this Development Agreement.

1.3 "OBJECT CODE SOFTWARE" means End User Customer Software supplied to EMC by
McDATA (i) the machine-executable instructions and all associated descriptive
material and documentation for each processor within each Product supplied by
McDATA pursuant to this Development Agreement, and (ii) subsequent updates
and/or enhancements provided by McDATA pursuant to this Development Agreement.
Such Software may be provided to EMC on magnetic media or in written or graphic
form which performs, describes, or illustrates the performance of all on-line
functions, off-line utilities, and diagnostics pertinent to the Product.

1
5
1.4 "PRODUCTS" means certain McDATA data communication equipment, hardware,
related features, conversions, options, other accessories, Spares (as defined
below) and Software (as defined below) either as further described in the
Product Specifications attached hereto as Exhibit T and referenced in Figure S-1
and S-2 of Exhibit S of this Development Agreement on the Effective Date of this
Development Agreement, or as further described and referenced in modifications
and additions to these Exhibits which EMC and McDATA may agree upon from time to
time. As specified in Section 4.2.3, title to the Software shall always remain
in McDATA. The specification is referenced by a part number and is attached
hereto or referenced in Exhibit T.

1.5 "SOFTWARE" means the collective reference to End User Customer Software,
Object Code Software, Software Feature Option(s), device drivers and firmware
included in the Product and any other software which may be listed on Figure S-1
and S-2.

1.6 "SOFTWARE FEATURE OPTION(S)" means an optional feature for Object Code
Software, as available from time to time, which enables special attributes
and/or provides additional functionality, and which will be delivered to EMC
upon receipt of its purchase order and payment of an additional license fee, if
applicable.

1.7 "SPARES" means all parts, components or Field Replaceable Units (FRUs) of
Products used for maintaining installed Products which are generally made
available by McDATA for separate sale.

2. TERM AND TERMINATION.

2.1 Subject to the provisions of sub-Sections 2.2, 2.3, 2.4 and 2.5 below, the
initial term of this Development Agreement shall be for a period of five (5)
years from the Effective Date. Either party shall have the option to extend this
Development Agreement for successive periods of one (1) year each on ninety (90)
days prior written notice to the other party, subject to negotiated
modification, if any, to this Development Agreement.

2.2 EMC may terminate this Development Agreement at any time, without cause, by
giving McDATA at least [*] prior written notice. Termination of this Development
Agreement will not relieve the parties of any obligations incurred prior to the
date of termination.

2.3 In addition to the termination rights specified in sub-Section 2.2, above,
either party may immediately terminate this Development Agreement upon written
notice if the other party:

2.3.1 becomes insolvent or bankrupt, files or has filed against it a
petition in bankruptcy, or undergoes a reorganization pursuant to a petition in
bankruptcy filed with respect to it; or

2.3.2 is dissolved or liquidated, or has a petition for dissolution
or liquidation filed with respect to it; or

2
6
2.3.3 is subject to property attachment, court injunction, or court
order which substantially and negatively affects its operations; or

2.3.4 makes an assignment for the benefit of creditors; or

2.3.5 ceases to function as a going concern or to conduct its
operations in the normal course of business.

2.4 Either party may immediately terminate this Development Agreement upon
written notice if the other party fails to perform any of the material
obligations imposed upon it under the terms of this Development Agreement so as
to be in default hereunder and fails to cure such default within thirty (30)
days after receiving written notice thereof.

3. SCOPE AND TERRITORY OF DEVELOPMENT AGREEMENT.

3.1 McDATA agrees to develop and update Products for EMC in accordance with the
terms and conditions of this Development Agreement. Except as specifically
provided in Section 4.3 herein, the Product development and updates shall be
provided at no charge to EMC. This Development Agreement is non-exclusive and
the parties may enter into similar Development Agreements with other parties.
EMC and McDATA may enter into agreements concerning the purchase, license,
distribution and sale of the Products and updates from time to time. However,
EMC shall not be obligated to purchase any Products developed by McDATA
hereunder.

4. INTELLECTUAL PROPERTY RIGHTS.

4.1 Subject to Section 4.2, McDATA grants EMC all appropriate rights and
licenses worldwide, at no additional charge beyond its price for the Products,
under McDATA's applicable patents, copyrights and other intellectual property
rights, as necessary for EMC to evaluate, test, demonstrate, support, maintain,
repair and upgrade the Product as provided under this Development Agreement.
Except as expressly herein stated, no other license is granted to EMC.

4.2 SOFTWARE LICENSE.

4.2.1 McDATA hereby grants to EMC a non-exclusive, worldwide, revocable
(except as expressly provided in Section 4.2.4), royalty-free right and license,
under all copyrights, patents, patent applications, trade secrets and other
necessary intellectual property rights of McDATA, to (i) use, execute, and
display Software of McDATA used in the operation and support of the Product,
including upgrades, updates, bug fixes or modified versions or backup copies of
the same, in object code form, in conjunction with, or for use with Products,
and (ii) authorize, license and sublicense its employees and consultants to do
any, some, or all of the foregoing provided EMC

3
7
agrees (a) to operate and use the Software for its own internal business
purposes, in the form of object code only, without the right to further license
or sublicense, (b) not to reverse assemble, reverse compile, or reverse engineer
the Software in whole or in part, except as specifically permitted by law, and
(c) to require its employees and consultants, by a suitable agreement, to abide
by these license restrictions.

4.2.2 EMC shall not have the right to (i) modify or adapt the Software
for other products or create derivative works of the Software, (ii) decompile,
reverse engineer, or disassemble the Software for purposes of designing similar
products, or (iii) use or distribute the Software other than in connection with
the use or distribution of the Products.

4.2.3 EMC agrees that the foregoing licenses do not grant any title or
other right of ownership to the Software and that McDATA owns and shall continue
to own all right, title and interest in and to the Software.

4.2.4 Upon any termination or expiration of this Development Agreement,
EMC's rights set forth in this Section 4.2 shall terminate.

4.3 As between EMC and McDATA, the rights in the Products are and will remain
the sole and exclusive property of McDATA and its vendors, if any, whether the
Products are separate or combined with any other products. McDATA's rights under
this Section, will include, but not be limited to (i) all copies of the Software
for the Products, in whole or in part; (ii) all intellectual property rights in
the Products; and (iii) all modifications to, and derivative works based upon
the Products. Notwithstanding the foregoing, EMC may request that certain
features be incorporated into the Products ("EMC Custom Features"). EMC agrees
to make such request in writing to McDATA. McDATA shall evaluate such request,
including the time and costs involved in the development of such EMC Custom
Features. In the event McDATA agrees to develop such EMC Custom Features, the
parties will negotiate in good faith whether or not non-recurring engineering
costs will be paid to McDATA, and if so, in what amount. Notwithstanding the
foregoing, nothing in this Development Agreement shall be construed to grant
McDATA any ownership rights in any "EMC Custom Features" incorporated into any
version of any of the Products. EMC Custom Features means any functionality,
APIs, source code or schematics which EMC wishes to incorporate into a version
of the Products and which McDATA agrees in writing to incorporate into the
Products. Any agreed upon EMC Custom Features will be incorporated into this
Development Agreement in Exhibit T or by a written amendment to Exhibit T, as
applicable. All EMC Custom Features shall be solely owned by EMC regardless of
inventorship, and shall not be included in any McDATA standard product other
than the Product without EMC's prior written consent.

4.4 EMC hereby grants to McDATA, and McDATA hereby accepts a royalty-free,
personal, worldwide, non-exclusive, non-transferable right and license to use
those EMC marks designated by EMC solely on Product and collateral materials
provided to EMC or on behalf of EMC. McDATA shall use EMC, the EMC logo, EMC's
brand name for the Product, and any other EMC xxxx only

4
8
during the term of this Development Agreement, only in connection with its
manufacture, distribution and support of the Product for EMC in accordance with
the terms of this Development Agreement, and only in accordance with EMC's
written guidelines for such usage. McDATA shall not use any such EMC marks in
connection with any business conducted by McDATA other than dealings with the
Products in accordance with the terms of this Development Agreement. McDATA
agrees that its use of the EMC marks shall not create in its favor any right,
title or interest therein and acknowledges EMC's exclusive right, title and
interest thereto. McDATA agrees that it will not use, without EMC's prior
written consent, any xxxx which is likely to be similar to or confused with any
of EMC's trademarks.

5. PRODUCTS. McDATA agrees to develop the Products listed in Figure S-1 and S-2
of Exhibit S of this Development Agreement, as it may be amended from
time-to-time, in accordance with the specifications set forth in Exhibit T, and
under the terms specified in this Development Agreement.

5.1 PRODUCT SPECIFICATIONS.

Specifications for the Products listed in Figure S-1 and S-2 of Exhibit
S are attached hereto as Exhibit T of this Development Agreement (Product
Specifications). Any modifications to such Product Specifications shall be
mutually agreed to in writing by McDATA and EMC.

5.2 POST-GA PRODUCT DESIGN CHANGES.

EMC may request changes or modifications in the Products (EMC Initiated
Change) beyond the updates and revisions already provided for in this Agreement
upon written request to McDATA specifying the same in detail. As soon as
practicable after receipt thereof, McDATA shall review the request and, if
acceptable to McDATA, shall furnish EMC price estimates, non-recurring
development costs, and delivery schedules for such changes or modifications. If
same are acceptable to EMC, McDATA will, upon receipt of a purchase order
therefor, proceed to implement same at the expense of EMC.

If EMC desires to incorporate a EMC Initiated Change into some or all
previously shipped units, and if such changes are not retrofitable, McDATA shall
cooperate in incorporating such changes, provided that EMC shall bear all costs
and expenses associated with incorporating such changes.

5.3 NEW PRODUCTS AND FEATURES.
Unless EMC specifically rejects such changes, each version of the
Product will possess at least the same features and functions, if not more, than
are offered by McDATA in the Product or similar standard product offered by
McDATA for the same server/host environment. Unless EMC specifically rejects
such changes, McDATA shall introduce all new non-exclusive features or functions
for the Product [*] the [*] in [*] for that [*].

5
9
5.4 COMPATIBILITY AND UPDATES.

5.4.1 COMPATIBILITY. The initial release of the Product shall include
[*] In addition, McDATA will use its commercially reasonable efforts to ensure
that the Product will remain compatible with both the EMC specified operating
system (Symmetrix microcode) and the operating system of the CPU upon which the
Product operates. McDATA and EMC will use their commercially reasonable efforts
to ensure that the compatibility will occur within [*].

5.4.2 E-PORT COMPATIBILITY FEATURES At no additional charge to EMC,
McDATA agrees that in the Products McDATA will implement [*], which document is
attached hereto as Exhibit Z and incorporated herein by reference, and later
versions and interim releases of this specification and implementation. McDATA
further agrees to share such implementation information with other contracted
EMC Fibre Channel suppliers. McDATA will use its best-efforts to ensure that the
Product will be updated to include any mutually agreed "E-Port Compatibility
Features" requested by EMC in accordance with the specifications set forth in
Exhibit Z and later versions of this specification.

To enable this capability, McDATA shall provide a specification [*] and
implementation [*].

5.4.3 APIS. At no additional charge to EMC, McDATA agrees that in the
applicable Products McDATA will implement [*] which is attached hereto as
Exhibit Y and incorporated herein by reference, and later versions and interim
releases of this specification and implementation. [*] Thereafter, both parties
agree to use commercially reasonable efforts to define the next generation(s) of
API interface.

5.4.4 SOFTWARE UPDATES TO OLDER PRODUCTS. [*]

5.4.5 [*]

5.5 LABELING AND REGULATORY COMPLIANCE.

5.5.1 All Product shall be packaged, marked and otherwise prepared in
accordance with Product Specifications attached as Exhibit T and provided to
McDATA from time to time, all applicable government regulations as attached in
Exhibit X, which may be amended by mutual agreement from time to time, and if
none are specified or required, with good commercial practices to obtain lowest
transportation rates while maintaining the safety of the Product. All Product
shall be private labeled in accordance with EMC branding instructions. Packaging
for export shipments from the United States may also be subject to specific
instructions. McDATA will notify EMC of any charges incurred by McDATA for such
export shipments prior to invoicing EMC for these charges.

6
10
5.5.2 EMC Modification. EMC represents that in no event shall EMC
alter any Product in any way to modify the performance characteristics of that
Product without the prior written permission of McDATA. The appropriate
identification labels, regulatory agency marks and verification of FCC Class A
Compliance or the licensed agency number are indicated on the Products at the
time of shipment. EMC shall not modify any regulatory agency marks or labels
affixed to the Products by McDATA. McDATA hereby disclaims any liability for the
possession, use, resale, or operation of any Products which, as a result of an
alteration by EMC or any third party (unless such third party is a McDATA
authorized third party service provider), affects its compliance with the
applicable regulations and/or requirements as stated above.

6. WARRANTY

6.1 PRODUCT WARRANTY. McDATA warrants that the Beta Phase and GA Products (as
described in Exhibit U) (except Object Code Software) developed and provided to
EMC under this Development Agreement will, under normal use and service, conform
to Product Specifications at the time of shipment and be free from defects in
material and workmanship for [*] from the date of shipment.

McDATA will, as mutually agreed upon and without charge to EMC, promptly repair
or replace, any Product which is determined to be defective and which is
returned to McDATA within this warranty period, provided the Product has not
been damaged, subjected to misuse, altered, improperly repaired or maintained by
EMC or third parties in a manner which McDATA reasonably determines to have
adversely affected performance or reliability. McDATA's liability hereunder is
limited to the indemnification under Section 7.3 and the repair or replacement
of the defective Product, and if neither repair nor replacement is possible, a
refund of any monies paid for such non-conforming Product, and does not include
any labor related to the removal and/or subsequent reinstallation thereof.
Product may consist in part of used components which are warranted as equivalent
to new when used in the Product.

As mutually agreed upon, returns to McDATA will be transacted for credit only or
credit and replacement will be delivered at no charge to McDATA; returns to EMC
will be delivered at no charge to EMC.

The above warranty extends solely to EMC (and shall not be transferred or
assigned in any manner) and all warranty claims must be generated by EMC. Repair
or replacement of component parts by McDATA shall not extend or decrease the
Product warranty.

6.2 SOFTWARE WARRANTY. McDATA warrants that the Beta Phase and GA licensed
Object Code Software developed and provided to EMC under this Development
Agreement will, under normal use and service, substantially conform to Product
Specifications and be free from defects in material and workmanship for ninety
(90) calendar days from the date of first production of any version.

7
11
McDATA's sole obligation under this warranty shall be to repair or replace any
defective Object Code Software media and/or to remedy any non-conformance of the
Object Code Software to enable it to materially conform to the functional
specifications set forth in its applicable documentation, and if neither is
possible, a refund of the monies paid for such non-conforming Product, and the
indemnification under Section 7.3.

This warranty is only effective when the Object Code Software is used on or in
conjunction with the Product(s) to which it relates. Further, the warranties are
contingent upon proper use of the Object Code Software by EMC or EMC's
Customers, and will not apply if the Object Code Software has been modified
without the prior written consent of McDATA. McDATA makes no warranty that use
of the Object Code Software will be uninterrupted or error-free.

6.3 TITLE WARRANTY. Except as set forth in Section 4.2.3 with regard to title to
the Software, McDATA warrants that EMC shall receive good title to all Products
delivered to EMC under this Development Agreement free and clear of all liens,
encumbrances or other claims, and in performing under this Development Agreement
McDATA shall, and each Product delivered under this Development Agreement shall,
comply with all applicable country, state and local, laws, statutes, ordinances,
rules, regulations and codes. McDATA further warrants that each Beta Phase and
GA Product when shipped has been, and will continue to be regulatory compliant
as detailed in Exhibit T and X. Each Product shall bear appropriate labels
indicating compliance with the requirements of this Exhibit T. McDATA's sole
obligation and EMC's sole remedy for breach shall be repair or replacement of
non-conforming Product, at EMC's option, and if neither is possible, a refund of
the monies paid for such non-conforming Product and the indemnification under
Section 7.3.

6.4 DISCLAIMER. THE WARRANTIES AND CONDITIONS SET FORTH HEREIN AND THE
OBLIGATIONS AND LIABILITIES OF McDATA HEREUNDER ARE IN LIEU OF, AND EMC HEREBY
WAIVES, ALL OTHER EXPRESS OR IMPLIED WARRANTIES AND CONDITIONS, INCLUDING,
WITHOUT LIMITATION, THOSE OF MERCHANTABILITY AND/OR FITNESS FOR A PARTICULAR
PURPOSE

Except as specifically authorized in this Development Agreement, each party
acknowledges and agrees that it will not make any representations or warranties
on behalf of the other.

7. INDEMNIFICATIONS.

7.1 McDATA agrees to indemnify, defend and hold EMC harmless from any and all
claims, demands, suits, actions, judgements, damages, liabilities, costs and
expenses (including reasonable attorney's fees and costs) arising from any third
party claims brought or awarded against EMC that Products infringe any patent or
copyright, or trade secret, provided EMC promptly notifies McDATA in writing of
the claim, and grants to McDATA the sole control of the defense of any action
and all negotiations for settlement and compromise, but provided that EMC's
consent is

8
12
required for any settlement that calls for payments in excess of the liability
cap specified in Section 9, such consent not to be unreasonably withheld. EMC is
entitled to be represented in any such action by its own attorneys at its own
expense. McDATA shall not be liable for any claim of infringement to the extent
that it is based upon any Product or Software which is altered or modified
without McDATA's authorization.

In the event the Products become, or in McDATA's opinion are likely to become,
the subject of an infringement, McDATA shall have the right, at its option and
expense, to (i) obtain the rights to continued use of such Product, or (ii)
replace or modify the Product so that it is no longer infringing, or (iii)
refund to EMC the price paid for the Product less a reasonable amount for use,
damage or obsolescence in accordance with a straight-line depreciation schedule
over a five (5) year life.

The foregoing remedies are the sole remedies for infringement of any
intellectual property rights.

7.2 EMC agrees to indemnify, defend and hold McDATA harmless from any and all
claims, demands, suits, actions, judgements, damages, liabilities, costs and
expenses (including reasonable attorney's fee's and costs) arising from any
third party claim brought or awarded against McDATA as a result of any claim,
judgment or adjudication against McDATA to the extent based upon any material
breach of this Development Agreement or misrepresentation by EMC in conducting
its activities under this Development Agreement, including without limitation
any claims relating to the modification of the Products by EMC or by third
parties that modified the performance or contents of the Products, provided that
McDATA promptly notifies EMC in writing of the claim, and grants to EMC the sole
control of the defense of any action and all negotiations for settlement and
compromise, but provided that McDATA's consent is required for any settlement
that calls for payments in excess of the liability cap specified in Section 9,
such consent not to be unreasonably withheld. McDATA is entitled to be
represented in any such action by its own attorneys at its own expense.

7.3 McDATA shall indemnify and defend EMC against all claims, suits, losses,
expenses and liabilities arising from any third party claim brought against EMC
alleging bodily injury, personal injury, death, and property damage directly
caused by the failure of any Product to conform to its specification or to any
applicable laws or regulations or through the negligence of McDATA or any person
for whose actions McDATA is legally liable, provided that, in either case (i)
EMC has notified McDATA promptly in writing of any such claims, (ii) McDATA
shall have sole control of the defense of such claims and all negotiations for
its settlement and compromise, provided that EMC's consent is required for any
settlement that calls for payments in excess of the liability cap specified in
Section 9, such consent not to be unreasonably withheld and (iii) EMC shall
reasonably cooperate with McDATA in the defense or settlement of such claims.
EMC is entitled to be represented in any such action by its own attorneys at its
own expense. McDATA shall carry and maintain Xxxxxxx'x Compensation and general
liability insurance coverage to satisfactorily cover McDATA's obligations under
this Section.

9
13
McDATA shall not be liable for any claims under Section 7.3 to the extent that
they are based upon any Product that has been damaged, submitted to misuse,
altered, improperly installed, repaired or maintained by EMC or third parties in
a manner which McDATA reasonably determines to have adversely affected
performance or reliability.

8. CONFIDENTIALITY OF INFORMATION.

8.1 Both parties may, in connection with this Development Agreement, disclose to
the other party information considered confidential and proprietary information
of the disclosing party ("Proprietary Information"). Information shall be
considered Proprietary Information if identified as confidential in nature by
the disclosing party at the time of disclosure, or which by its nature is
normally and reasonably considered confidential, such as information related to
past, present or future research, development, or business affairs, any
proprietary products, Software, materials or methodologies, or any other
information which provides the disclosing party with a competitive advantage.
Such Proprietary Information may include, but is not limited to, trade secrets,
know-how, inventions, techniques, processes, programs, schematics, data,
customer lists, financial information, and sales and marketing plans. Each party
shall at all times during the term of this Development Agreement and for five
(5) years after its termination, keep in confidence and trust all such
Proprietary Information and shall not use such Proprietary Information without
the prior written consent of the other party, except (i) as permitted by the
terms of this Development Agreement, (ii) as may be necessary to fulfill its
obligations under this Development Agreement, and/or (iii) to operate, maintain,
or support the Products. Furthermore, neither party shall, without the prior
written consent of the other party, disclose such Proprietary Information to any
person except to those of its employees, Resellers, or consultants who need to
know such Proprietary Information to fulfill that party's obligations under this
Development Agreement or to operate, maintain, or support the Products, provided
that such employees, Resellers, or consultants are parties to written
Development Agreements with EMC such party to keep in confidence such
Proprietary Information; such Development Agreements will meet the minimum
requirements outlined in this Section 8.1 attached hereto, or versions thereof
adapted to Resellers, or consultants, in accordance with any applicable local
laws, and such party shall use reasonable commercial efforts to prosecute
material violations of such Development Agreements with respect to the
Proprietary Information.

It is understood that each party is not granting to the other party any rights
in the Confidential Information, and all right, title and interest in the
Confidential Information shall remain the property of the disclosing party.

Upon termination of this Development Agreement and upon request, the receiving
party shall, on a reasonable commercial efforts basis, promptly return all
Proprietary Information under its control and all copies thereof to the
disclosing party, except that the receiving party shall be permitted to retain
such copies of the Proprietary Information as are necessary to operate,
maintain, or support Products previously purchased pursuant to this Development
Agreement.

10
14
The non-disclosure provisions of this Section shall not apply to information
which (i) becomes publicly available through no act of the receiving party; (ii)
is required to be disclosed by the law of any government which has jurisdiction
over such information, provided that the disclosing party is given prior notice
of any such disclosure; (iii) was previously known at the time of its receipt
without similar restrictions; (iv) is released by written mutual agreement of
McDATA and EMC; (v) can be shown by the receiving party to have been provided by
the disclosing party to others without similar restrictions; or (vi) can be
documented, by adequate written records, to have been independently developed by
the receiving party without reference to or use of any Proprietary Information.

8.2 McDATA will not originate, or authorize, assist or permit another party to
produce, any written publicity, news release, marketing collateral or other
publication or public announcement whether to the press, actual or potential
customers, stockholders, or others, relating to this Development Agreement, to
any amendment hereto or to performance hereunder or to the existence of an
arrangement between the parties without the prior written approval of EMC.
Notwithstanding the above, EMC shall not unreasonably withhold approval of
disclosure of the Development Agreement for the purpose of McDATA complying with
any SEC or legal regulations. The existence, terms and conditions of this
Development Agreement are considered EMC Confidential Information.

8.3 The parties agree that any violation of this or any other agreement covering
nondisclosure of Proprietary Information or publication or any unauthorized
disclosure of Proprietary Information shall constitute a violation of the terms
of this Development Agreement. Both parties acknowledge that it is the
responsibility of each party to take all reasonable measures to safeguard the
Proprietary Information to prevent its unauthorized use.

9. LIMITATION OF LIABILITY.

EXCEPT AS TO McDATA's OBLIGATIONS UNDER SECTION 7.1 FOR INTELLECTUAL PROPERTY
INFRINGEMENT, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY SPECIAL,
INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS) DUE TO
FAILURE TO PERFORM ITS OBLIGATIONS IN CONNECTION WITH THIS DEVELOPMENT
AGREEMENT.

THE LIABILITY OF EITHER PARTY ARISING OUT OF OR IN CONNECTION WITH THIS
DEVELOPMENT AGREEMENT INCLUDING, BUT NOT LIMITED TO, THE LICENSE OF SOFTWARE,
THE PROVISION OF SERVICES AND THE USE, PERFORMANCE, RECEIPT OR DISPOSITION OF
EQUIPMENT, SOFTWARE OR SERVICES, WHETHER BASED UPON WARRANTY, CONTRACT, TORT OR
OTHERWISE, SHALL NOT EXCEED [*].

10. GENERAL PROVISIONS.

* 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. Asterisks within brackets denote omissions.

11
15
10.1 GOVERNING LAW. This Development Agreement shall in all respects be governed
by and construed in accordance with the laws of the State of New York of the
United States of America.

10.2 WAIVER. The failure of either party to insist upon or enforce strict
conformance by the other party of any provision of this Development Agreement or
to exercise any right under this Development Agreement shall not be construed as
a waiver or relinquishment of such party's right unless made in writing and no
waiver of any right or remedy on one occasion by either party shall be deemed a
waiver of such right or remedy on any other occasion.

10.3 COMPLIANCE WITH LAWS. Each party shall comply with all applicable laws,
including, without limitation, the export control laws of the United States of
America, any export control regulations of the United States, and any applicable
laws or regulations of those countries involved in transactions concerning the
exporting, importing and re-exporting of Products purchased under application of
these terms and conditions.

10.4 NOTICES. Notices required hereunder shall be in writing, and shall be
deemed given when transmitted by facsimile (provided such facsimile is
subsequently confirmed in writing within five (5) business days of the facsimile
date) or deposited with an express delivery service with guaranteed third day
delivery, prepaid, addressed as follows:

To McDATA: With an additional copy to:
McDATA Corporation McDATA Corporation
000 Xxxxxxxxxxx Xxxxxxx 000 Xxxxxxxxxxx Xxxxxxx
Xxxxxxxxxx, Xxxxxxxx 00000-0000 Xxxxxxxxxx, Xxxxxxxx 00000-0000
Attn.: Contract Operations Attn.: Vice President of Marketing and Sales
Facsimile # (000) 000-0000 Facsimile # (000) 000-0000

To EMC: With an additional copy to:
XXX Xxxxxxxxxxx XXX Xxxxxxxxxxx
000 Xxxxx Xxxxxx 000 Xxxxx Xxxxxx
Xxxxxxxxx, XX 00000 Xxxxxxxxx, XX 00000
Attn.: Supply Base Management Attn.: Manager of Enterprise Storage Systems
Facsimile # (000) 000-0000 Facsimile # (000) 000-0000

10.5 ASSIGNMENT. Neither party shall assign this Development Agreement or any
rights hereunder without the prior written consent of the other party, which
consent shall not be unreasonably withheld. It shall be deemed reasonable for
either party to withhold consent to an assignment involving one of its
competitors. Any assignment of rights shall not work as a novation of
obligations hereunder without written Development Agreement. Any attempt to
assign any rights, duties or obligations hereunder without the other party's
written consent will be void. Notwithstanding the above, either party may assign
this Development Agreement to a surviving entity in connection with any change
of control, such as a merger, acquisition or consolidation of

12
16
not less than a majority ownership in the merged, acquired or consolidated
company by the surviving entity upon giving sixty (60) days prior written notice
to the non-assigning company.

10.6 FIBRE ALLIANCE MEMBERSHIP. During the term of this Development Agreement,
each party will maintain a corporate voting membership in the Fibre Alliance or
its successor, and shall perform all obligations, including payment of dues and
attendance at meetings, required to keep its membership in good standing. Each
party agrees to cast a vote on all matters that come before the alliance, but
each party will vote independently of the other party.

10.7 FORCE MAJEURE. Neither party shall be responsible for any failure to
perform or delay in performing any of its obligations due to causes beyond the
reasonable control of the party, including but not limited to acts of God, war,
riot, embargoes, acts of civil or military authorities, fire, floods, accidents,
strikes, or shortages of transportation, facilities, fuel, energy, labor, or
materials. In the event of such delay, either party may defer the performance
for a period equal to the time of such delay.

10.8 CONFLICT. If any provision of this Development Agreement is finally held
by a court of competent jurisdiction to be illegal or unenforceable, or in
conflict with any law having jurisdiction over this Development Agreement, the
validity of the remaining portions or provisions hereof shall not be affected
thereby.

10.9 CONTRACT CHANGES. Except as provided herein, this Development Agreement
may not be modified or amended except by an instrument in writing signed by duly
authorized representatives of both parties. The parties acknowledge that from
time to time McDATA and EMC may wish to implement changes to this Development
Agreement. On an ongoing basis, these changes will be executed in accordance
with a formalized written process, and the overall Development Agreement may be
amended annually with mutual written Development Agreement of both parties.

10.10 MANUFACTURING RIGHTS AND ESCROW.

10.10.1 Manufacturing Rights. In the event (a) of a material breach
which has not been cured pursuant to the provisions of Section 2.4 herein, (b)
of proceedings in bankruptcy or insolvency invoked by or against McDATA, or in
the event of the appointment of an assignee for the benefit of creditors or a
receiver, (c) McDATA is no longer in business, and provided EMC has complied
with all its payment obligations under this Agreement, or (d) if McDATA
voluntarily or involuntarily ceases the development or update of the Products,
McDATA agrees that it shall authorize EMC to produce or have produced the
Products, or future enhancements to the Products, by sources other than McDATA.
Such authorization shall be in the form of a worldwide, nonexclusive
manufacturing rights license agreement between the parties to make or have made,
sell, offer for sale or import the Products, which agreement will license EMC to
receive and utilize McDATA's source code, engineering drawings and
specifications, manufacturing documentation, test procedures and associated
intellectual property (collectively McDATA Intellectual Property). Such license
shall be irrevocable and in force for [*]. The terms and conditions of such

13
17
manufacturing rights license shall be agreed upon within [*] from the Effective
Date. EMC will pay McDATA a license fee on a quarterly basis of [*] of EMC's
gross revenues directly attributable to the sale of the Designated Products for
such McDATA Intellectual Property. Following the [*] license period, EMC shall
return all of McDATA's escrowed material documentation to McDATA within thirty
(30) calendar days.

Further, EMC agrees that McDATA or its assigns shall have the right to approve
any subcontractor EMC may use pursuant to this section, which approval shall not
be unreasonably withheld by McDATA.

Additionally, McDATA agrees that in the event McDATA discontinues development of
a Product hereunder, upon written request by EMC, McDATA shall grant the
foregoing manufacturing rights to EMC for such discontinued Product.

In the event EMC is selling the Product in a country which requires that a
certain percentage of that Product be manufactured in such country, EMC shall
notify McDATA in writing of such requirement and request that McDATA provide a
manufacturing facility in such country. EMC shall specify the time frame within
which such manufacturing facility must be completed. McDATA may, at its option,
either provide such manufacturing facility within the time frame required, or
grant limited manufacturing rights to such Product in such country.

10.10.2 Escrow. Within [*] from the Effective Date, EMC and McDATA
shall (a) identify an escrow agent (Escrow Agent) acceptable to both parties and
(b) execute an agreement with the Escrow Agent (Escrow Agreement) for the
pre-arranged holding and releasing of the Software, including without
limitation, the EFC Management and Service Software and any other software
elements of the Products and all documentation and McDATA's source code,
engineering drawings and specifications, manufacturing documentation, test
procedures and associated intellectual property (collectively the Escrow
Material). Within [*] from the Effective Date, McDATA shall also concurrently
appoint and legally empower a Trustee and Administrator of said Escrow
Agreement.

Within [*] after the announced general availability of any of the Products,
McDATA shall deposit with the Escrow Agent the most current production level of
the Escrow Material, as defined in the Escrow Agreement. Thereafter, McDATA
shall within thirty (30) calendar days after the release of an update to the
Products, deposit updated Escrow Material with the Escrow Agent.

McDATA agrees to bear all costs arising out of compliance with this Section
10.10, including without limitation, the costs of establishing and maintaining
the escrow of the Products, and of any and all documentation preparation
necessary to meet the requirements of this Section.

In addition to any other rights and remedies available to EMC, in the event (a)
of a material breach which has not been cured pursuant to the provisions of
Section 2.4 herein, (b) of proceedings in bankruptcy or insolvency invoked by or
against McDATA, or in the event of the appointment of an

14
18
assignee for the benefit of creditors or a receiver, (c) McDATA is no longer in
business, and provided EMC has complied with all its payment obligations under
this Agreement, or (d) if McDATA voluntarily or involuntarily ceases the
development or update of the Products, EMC shall be entitled to demand release
of the Escrow Materials pursuant to the provisions of the Escrow Agreement
within [*] of the occurrence of any such event, and the Escrow Agreement shall
state that EMC shall be entitled to receive the Escrow Materials pursuant to the
provisions of the Escrow Agreement.

Title to the Escrow Material shall remain in McDATA at all times. EMC
acknowledges that the Escrow Material, and all copies thereof, and all
copyright, patent, trade secret and other proprietary rights therein, are and
remain the valuable property of McDATA.

10.11 PRODUCT ROADMAP REVIEW. The parties agree to meet quarterly to review
McDATA future product plans and product roadmap.

10.12 SURVIVAL. Each party's obligations under the Development Agreement and/or
any purchase order which, by their nature, would continue beyond the
termination, cancellation, or expiration of this Development Agreement or any
purchase order, including without limitation, those in Sections 4.2, 4.3, 6, 7,
8, 9, and 10, of this Development Agreement shall survive termination,
cancellation or expiration of this Development Agreement.

10.13 HEADINGS. The headings provided in this Development Agreement are for
convenience only and shall not be used in interpreting or construing this
Development Agreement.

10.14 INDEPENDENT CONTRACTORS. The parties are, and shall remain at all times,
independent contractors in the performance of this Development Agreement and
nothing herein shall be deemed to create a joint venture, partnership or agency
relationship between the parties. Pricing and other payments under this
Development Agreement are and shall be based upon arms length negotiations
between the parties.

15
19
11.0 EXHIBITS. The following Exhibits are incorporated herein by reference:

Exhibit S PRODUCT AND DOCUMENTATION PART NUMBERS
Exhibit T PRODUCT SPECIFICATION AND REQUIREMENTS
Exhibit U QUALITY ASSURANCE, PRODUCT DEVELOPMENT
LIFECYCLE AND ESCALATION PROCEDURES
Exhibit V SCHEDULES PROGRAM COORDINATION
Exhibit W McDATA QUALITY PLAN
Exhibit X FIBRE CHANNEL SWITCH EMC REGULATORY AND PRODUCT SAFETY REQUIREMENTS
Exhibit Y [*]
Exhibit Z [*]

This Development Agreement and the applicable Exhibits identified above
are the complete agreement between McDATA and EMC with respect to the
development of the Products on Figure S-1 and S-2 of Exhibit S of this
Development Agreement, and replace all prior oral or written representations or
agreements between the parties with respect thereto.

This Development Agreement shall not be effective until executed by EMC
and accepted by an authorized representative of McDATA.

16
20
IN WITNESS WHEREOF, the parties hereto have executed this Development Agreement
in duplicate by their duly authorized representatives.

Executed and agreed to: Accepted and agreed to:

MCDATA CORPORATION (MCDATA) XXX XXXXXXXXXXX (EMC)

By: /s/ Xxxx X. XxXxxxxxx By: /s/ Xxxxxxx Xxxxxxx
----------------------- ----------------------------
Name: Xxxx X. XxXxxxxxx Name: Xxxxxxx Xxxxxxx
----------------------- ----------------------------
Title: President Title: VP, Corporate Procurement
---------------------- ----------------------------
Effective Date: May 19, 2000 Effective Date: May 19, 2000
-------------- --------------

17
21
EXHIBIT S

PRODUCT AND DOCUMENTATION PART NUMBERS

1
22
FIGURE S-1

[*]

MODEL DESCRIPTION EMC P/N
----- ----------- -------

EC-1100 [*] [*]
----------- ------------- ------------- ------------ ------------ ------------- --------------
[*] [*]
----------- ------------- ------------- ------------ ------------ ------------- --------------
[*] [*]
----------- ------------- ------------- ------------ ------------ ------------- --------------
ED-5000 [*] [*]
----------- ------------- ------------- ------------ ------------ ------------- --------------
[*] [*]
----------- ------------- ------------- ------------ ------------ ------------- --------------

FIGURE S-2

[*]

Model/Description
-----------------

EC-1100 [*]
----------------------------- ------------------- ---------------------------------
[*]
----------------------------- ------------------- ---------------------------------
[*]
----------------------------- ------------------- ---------------------------------
[*]

----------------------------- ------------------- ---------------------------------
[*]
----------------------------- ------------------- ---------------------------------
Fuji[*] Port [*]
----------------------------- ------------------- ---------------------------------
Fuji [*] Port [*]
----------------------------- ------------------- ---------------------------------
Fuji [*] Port [*]
----------------------------- ------------------- ---------------------------------
Fuji [*] Port [*]
----------------------------- ------------------- ---------------------------------

[*]

2
23
EXHIBIT T:
PRODUCT SPECIFICATION AND REQUIREMENTS

This Specification and Requirements document describes the progression of
features required by EMC to form an Enterprise Director Product. Section 1.0
describes the initial Product EMC will OEM from McDATA. Subsequent sections
describe the follow-on actions necessary to fully develop the required Product.

1 PHASE I REQUIREMENTS:

The following items to be available for EMC General Availability per the
schedule defined in Exhibit V.

1.1 PRODUCT DESCRIPTION:
The initial version of the Product will be the model Connectrix, rackmountable
Fibre Channel switch, [*]. Product will also include the successor versions of
this Product presently included in Exhibit T and such additional versions or new
products as may be added to the Development Agreement from time to time by a
mutually agreed upon amendment to Exhibit T. The combination of hardware,
firmware, and software revisions for Product will be under EMC control.

PACKAGING
---------------------------------------------------------------------

[*] [*]
----------------- --------------- ------------------
[*] [*]
----------------- --------------- ------------------
[*] [*]
----------------- --------------- ------------------
[*] [*]
----------------- --------------- ------------------
DESIGN
----------------- --------------- ------------------
[*] [*]
----------------- --------------- ------------------
[*] [*]
----------------- --------------- ------------------
[*] [*]
----------------- --------------- ------------------
[*] [*]
----------------- --------------- ------------------
[*] [*]
----------------- --------------- ------------------
[*] [*]
----------------- --------------- ------------------
[*] [*]
----------------- --------------- ------------------
ZONING
----------------- --------------- ------------------
[*] [*]
----------------- --------------- ------------------
[*] [*]
----------------- --------------- ------------------
[*] [*]
----------------- --------------- ------------------
[*] [*]
----------------- --------------- ------------------
MANAGEMENT
----------------- --------------- ------------------
[*] [*]
----------------- --------------- ------------------

1
24

[*] [*]
----------------- --------------- ------------------
[*] [*]
----------------- --------------- ------------------
DIAGNOSTICS
----------------- --------------- ------------------
[*] [*]
----------------- --------------- ------------------
[*] [*]
----------------- --------------- ------------------
[*] [*]
----------------- --------------- ------------------
ENVIRONMENT
----------------- --------------- ------------------
[*] [*]
----------------- --------------- ------------------
[*] [*]
----------------- --------------- ------------------
[*] [*]
----------------- --------------- ------------------
[*] [*]
----------------- --------------- ------------------
POWER
----------------- --------------- ------------------
REGULATORY [*] [*]
COMPLIANCE
----------------- --------------- ------------------
[*] [*]
----------------- --------------- ------------------

1.2 FIBRE ALLIANCE COMPATIBILITY: [*]

1.3 EMC CUSTOM FEATURES:

1.3.1 [*] Call home is the capability to call an EMC customer support
center to alert EMC of any issues identified with the Product. Dial-in
is the capability to allow EMC support personnel to phone into and
operate the Product's management software to remotely configure,
maintain, or diagnose issues. [*].

1.3.2 ADDITIONAL:
Additional EMC Custom Features will be defined through the course of
this project and be added to this Exhibit from time to time as an
amendment to this Development Agreement.

1.4 API REQUIREMENTS: [*]

2 PHASE II REQUIREMENTS:

The following items should be available for EMC General Availability of
Product per the schedule defined in Exhibit V.

2.1 GENERAL REQUIREMENTS:

2.1.1 E-PORT COMPATIBILITY FEATURES:
[*]

2
25
2.1.2 FIBRE ALLIANCE:
[*]

3
26
2.1.3 EMC CUSTOM FEATURES:
[*]

2.2 API REQUIREMENTS:

[*]

2.2.1 BASIC PERFORMANCE API
[*]

2.2.2 PORT/SWITCH MANAGEMENT API
[*]

2.2.3 DIAGNOSTICS API
[*]

3.0 PHASE III REQUIREMENTS:

The following Product, to be available for EMC General Availability per the
schedule defined in Exhibit V.

FEATURES REQUIREMENT
-----------------------------------------------------------------------------
PACKAGING
--------------------- ---------------- ---------------------------

[*] [*]
--------------------- ---------------- ---------------------------
[*] [*]
--------------------- ---------------- ---------------------------
[*] [*]
--------------------- ---------------- ---------------------------
[*] [*]
--------------------- ---------------- ---------------------------
[*] [*]
--------------------- ---------------- ---------------------------
[*] [*]
--------------------- ---------------- ---------------------------
[*] [*]
--------------------- ---------------- ---------------------------
DESIGN
--------------------- ---------------- ---------------------------
[*] [*]
--------------------- ---------------- ---------------------------
[*] [*]
--------------------- ---------------- ---------------------------
[*] [*]
--------------------- ---------------- ---------------------------
[*] [*]
--------------------- ---------------- ---------------------------
[*] [*]
--------------------- ---------------- ---------------------------
[*] [*]
--------------------- ---------------- ---------------------------
[*] [*]
--------------------- ---------------- ---------------------------
[*] [*]
--------------------- ---------------- ---------------------------
[*] [*]
--------------------- ---------------- ---------------------------
[*] [*]
--------------------- ---------------- ---------------------------
[*] [*]
--------------------- ---------------- ---------------------------
[*] [*]
--------------------- ---------------- ---------------------------

4
27

ZONING

--------------------- ---------------- ---------------------------
[*] [*]
--------------------- ---------------- ---------------------------
[*] [*]
--------------------- ---------------- ---------------------------
[*] [*]
--------------------- ---------------- ---------------------------
[*] [*]
--------------------- ---------------- ---------------------------
[*] [*]
--------------------- ---------------- ---------------------------
[*] [*]
--------------------- ---------------- ---------------------------

MANAGEMENT

3.1 EMC CUSTOM FEATURES:

[*]

3.2 API REQUIREMENTS:

[*]

3.2.1
[*]

3.2.2
[*]

3.2.3
[*]

3.3 GENERAL REQUIREMENTS:

[*]

5
28
4.0 PHASE IV REQUIREMENTS:

4.1 GENERAL REQUIREMENTS:

4.1.1 [*]

4.1.2 [*]

4.1.3 [*]

4.2 API REQUIREMENT:

[*]

4.2.1 [*]

4.2.2 [*]

4.2.3 [*]

4.2.4 [*]

5.0 MCDATA ENHANCEMENTS AND CHANGES TO PRODUCT:

McDATA will provide EMC information about the features, and functions regarding
Products described in Exhibit T of the Development Agreement. Information about
these changes shall be provided in the form of a specification and in a timely
manner to allow EMC to comment and react to the proposed enhancements and or
changes.

[*]

6
29
EXHIBIT U

QUALITY ASSURANCE, PRODUCT DEVELOPMENT LIFECYCLE, AND
ESCALATION PROCEDURES

1.0 QUALITY ASSURANCE

1.1 DVT PROCESS
McDATA shall perform a [*] test on [*] of PRODUCT [*]. Any failures
encountered within the documented operating specifications shall be
identified and corrected prior to first customer shipment of any
hardware change. [*] Any failures shall be identified and corrected
prior to first customer shipment of any change.

1.2 MANUFACTURING PRODUCTION TEST PROCESS
Test processes will be designed, documented, monitored and have a
closed loop corrective action process in place to assure Products are
meeting stated quality and reliability goals and testing as referenced
in Exhibit W of this Development Agreement including but not limited to
the following:

1.2.1 As of the Effective Date the test process will [*].
McDATA will use best efforts to assure that the
product is [*] and [*] that the product meets or
exceeds the margins as defined in the applicable
Product specifications. McDATA may present data in
support of a process change. [*]. EMC may present
data in support of a process change [*].

1.1 SPARE PARTS
Spare parts shall be equal in quality to finished system-level
Product. McDATA shall test spare parts in component test and system
test as described in section 1.2.

2.0 OVERVIEW OF PRODUCT DEVELOPMENT LIFE CYCLE

Each PRODUCT will go through the phases outlined below. These phases are
outlined for the purpose of determining EMC and McDATA responsibilities.

2.0.1 CONCEPT EXPLORATION PHASE

This phase is used to scope the interdependencies of
various pieces of Product and complete the initial
design and specification work for the development of
Product. It will result in initial requirements.

2.0.2 REQUIREMENTS PHASE

This phase is used to define and document EMC's
Detailed Requirements for McDATA's Product.

1
30
2.0.3 DESIGN PHASE

This phase is used to complete the design effort and
produce final versions of detailed requirements
documents and test plan.

2.0.4 IMPLEMENTATION PHASE (ALPHA)

This phase is used to develop and test of individual
components. Combine and test components as a
functionally complete product. The Product delivered
at the end of this phase is considered 'Alpha'.

2.0.5 INTEGRATION AND VERIFICATION PHASE

This phase is used to integrate McDATA's Product with
EMC hardware and software, including performance
analysis and tuning of McDATA's Product and target
operating system. Verification testing to ensure that
McDATA's Product meets their stated requirements. The
Product delivered at the end of this phase is
considered 'Beta'.

2.0.6 BETA PHASE

The Beta Phase starts upon delivery by McDATA of the
Beta version of McDATA's Product and ends with the
final acceptance of McDATA's Product by EMC. The Beta
Phase will be performed under responsibility of EMC.
EMC will provide technical support for EMC software
and hardware. McDATA will provide technical support
for Product.

2.0.7 GENERAL AVAILABILITY (GA)

Complete and close the Beta Phase. McDATA will
provide EMC with Product for EMC first article
acceptance testing.

2.1 PROGRAM MONITORING

Each of McDATA's Product will contain a more detailed description of the
McDATA's "Product Definition", used to identify project coordination contacts
and specify project deliverables of McDATA and EMC and their completion dates.
The appropriate Product Definition for each release of McDATA's Product,
together with the body of this document, will be the basis and guide for
conducting the Program Monitoring.

An initial version of the appropriate Product Definition will be created before
the start of each release. An updated version will be created upon completion of
the Concept Exploration phase. Further detailing and refinement will take place
during the project as needed, by mutual agreement between EMC and McDATA.

2.2 PROJECT DELIVERABLES AND ACCEPTANCE CRITERIA

This section gives an overview of the deliverables of the various project phases
and the acceptance criteria that will be applied to these deliverables. A more
detailed specification of deliverables will take place as part of the project
planning and scheduling process.

2
31
2.2.1 CONCEPT EXPLORATION AND REQUIREMENTS PHASES

McDATA deliverables

Review and assessment of feasibility and input to the product requirement
specification.

EMC deliverables

The Product Requirements Specification document is written by EMC to provide
McDATA with input covering at least the following subjects:
Target Platform Identification: What hardware and software
platforms and configurations must be supported.

Performance Requirements: Expected performance of the Product
and how performance shall be measured.

Applicable Standards: What industry standards are applicable
for this product and how conformance shall be determined.

Enumeration and description of product features deemed essential
by EMC.

Product packaging and installation requirements.

In addition, requirements in the following areas may be included:

Description of each McDATA component specific utility, including
command line syntax gui descriptions, and general functional
description

Revisions of the Requirements will be issued during the project as needed. Both
EMC and McDATA shall agree upon revisions.

Acceptance Criteria: Agreed upon product requirements specification.

Pass Criteria of Phase:

Detailed product requirements documents has been delivered from
EMC to McDATA and both parties provide written approval of
product requirements document.

The other deliverables described above have been delivered and
meet the definition of content as given above.

2.2.2 DESIGN PHASE

McDATA deliverables

The detailed engineering specification, Product Functional Specifications
including hardware and software Architecture documents referred to in the
Functional Specification, will document the implementation of the stated
requirements for the product. The document will provide reasonable evidence that
the defined requirements will be met.

3
32
EMC deliverables

Review and approve product functional specification and provide feedback.

Pass Criteria of Phase

The deliverables mentioned above have been delivered with EMC requested changes
made and meet the definition of content as given above.

2.2.3 IMPLEMENTATION PHASE (ALPHA)

McDATA Deliverables

The Test Plan will describe the manner in which the Integration and Verification
Test of McDATA's Product is performed and formulate the pass criteria for these
test activities. It will cover functional conformance tests, load/stress tests,
performance tests and white-box tests (Targeted Tests). It will not contain a
detailed description of individual test cases. Revisions of the Test Plan will
be issued as needed. Both EMC and McDATA shall agree upon revisions.

Test Tools

Alpha version of Product: This will be a functionally complete, but neither
fully tested nor performance tuned version of McDATA's Product. It will include
preliminary machine readable documentation (installation guidelines, online
help, end-user documentation) and test report. The test report will include, all
known bugs of the Alpha Version and pass or fail status against test plan as
well as why failures occurred.

EMC Deliverables

There are no new EMC deliverables in this phase, but previously supplied
deliverables may have to be updated.

Pass Criteria of Phase

Test plan and Test report delivered.

McDATA Alpha Version of Product has been delivered and successfully passes the
Alpha test suite.

Concurrence between EMC and McDATA that any exceptions noted in the Test Report
or outstanding Incident Reports are reasonable.

Concurrence between EMC and McDATA that the Test Plan objectives have been met.

The other deliverables described above have been delivered and meet the
definition of content as given above.

2.2.4 BETA PHASE

Beta Objectives

Validate customer requirements
Validate new function in different real-world applications/environments
Generate customer success stories and references
Review documentation set

4
33
Validate support process
Validate training
Validate any escalation process between

Beta Program Entrance Criteria

EMC
1 Internal Sales Order generated
2 EMC agreement on level of function and platform support
3 Signed Beta/ACT/Non-Disclosure agreement from Customers

McDATA
1. Engineering Quality Assurance underway, with all acceptance tests executed.
2. Documented List of Known Defects
3. Draft Install Document
4. Draft User Document
5. Draft Release Notes
6. No Severity 1 defects
7. McDATA deliverables

User Guide (DRAFT).

Updated Test Report.

Updated requirements and Functional Specification)

Beta Version of Product, including documentation: Verification Test Suite and
Test Reports as described above will be delivered as part of the Beta Version.
It will also include Machine Readable Documentation (release notes with build
and installation guidelines, online help, end-user documentation - versions from
which McDATA's Product are derived, and a description of software specific
deviations).

The Beta Phase starts upon delivery by McDATA of the Beta Version of software
and/or hardware. The Beta Phase will be performed under responsibility of EMC
and end upon final acceptance of McDATA's Product by EMC. McDATA will provide
technical support and will modify McDATA's Product to resolve any exceptions
uncovered during this phase.

EMC deliverables
Beta agreements signed by customers.

Beta Site Summary Reports

Pass Criteria of Phase
Beta Program Exit Criteria as defined by EMC

McDATA
All Documentation revised with updates
Written Known Defect List

5
34
No Sev 1 or Sev 2 Defects(unless exception) - Systems Outage or System
Degradation
No Data Corruption
No Application Failures
McDATA start initiation shipment for EMC general availability

Items above have been delivered and meet the definition of content as given
above.

2.2.5 GENERAL AVAILABILITY

McDATA deliverables

Updated Test Report.

Final version of McDATA's Products ready for EMC general availability.

EMC deliverables

Written approval to McDATA that all obligations for Phase have been met.

Pass Criteria of Phase

Items above have been delivered and meet the definition of content as given
above.

2.3 OVERALL RESPONSIBILITIES

This section will cover the deliverables of both companies required to develop
McDATA's Products. It will also outline the phases leading to the development of
the final products.

McDATA responsibilities

McDATA will develop the McDATA software/firmware and hardware components and
ensure compatability with the EMC hardware and EMC software and Fibre Alliance
(ref sec 8.3.3 and 16.7).

The McDATA's Product will be developed by McDATA or by a McDATA contracted
service, using development and test systems provided by McDATA.

McDATA will provide, test plans, definition of test environment and maintenance
documentation to EMC.

McDATA will test and validate the McDATA's Product and provide EMC with test
reports.

McDATA shall implement all current and future Fibre Alliance content in
accordance with this Development Agreement.
McDATA will provide EMC employees with relevant technical information on the
McDATA hardware and software needed to perform the development of the McDATA's
Product, and participate in technical meetings at EMC's or McDATAs request.

6
35
EMC responsibilities

EMC will review and provide input to McDATA requirements document.

EMC will provide McDATA employees with relevant technical information on the EMC
hardware and software needed to perform the development of the McDATA's Product,
and participate in technical meetings at EMC's or McDATAs request.

EMC will also perform reviews and acceptance testing (after the delivery of the
Alpha code) on an ongoing basis throughout the entire process of the development
of McDATA's Product by McDATA. EMC testing will not replace any testing done by
McDATA.

The Beta Test will be performed and arranged by EMC.

In order to fulfill these tasks in an efficient manner and to enable transfer of
software related technology, EMC employees may work with McDATA employees at
McDATA facilities and/or EMC facilities during the project. Detailed Development
Agreements will be reflected in the appropriate Product Definition for each
phase of the project.

3.0 PROBLEM ESCALATION AND REPORTING

3.1 PROBLEM SEVERITY LEVELS AND RESPONSE TIME

3.1.1 McDATA will provide support to EMC [*].

3.1.2 McDATA will respond and engage [*] EMC contacting McDATA
in regard to a defect.

3.1.3 The incident priority scheme described below will be
used.

Severity Level 1: Severity Level 1 [*]

Severity Level 2: Severity Level 2 [*]

Severity Level 3: Severity Level 3 [*]

Severity Level 4: Xxxxxxxx Xxxxx 0 [*]

Severity Time to fix
--------------------------------------------

1 [*]
------------ ------------------------
2 [*]
------------ ------------------------
3 [*]
------------ ------------------------
4 [*]
------------ ------------------------

[*]

7
36
3.2 CUSTOMER SERVICE ESCALATION PROCEDURE

3.2.1 EMC Customer Escalation requirements are defined
in Exhibit W

3.3 ENGINEERING ESCALATION PROCEDURE

3.3.1 Contacts:

McDATA will identify hardware and/or software engineering
resources to work with EMC on escalated engineering issues.
This will include the appropriate engineering resources
dependent upon the nature of the problem. Appropriate McDATA
engineering resources shall be allocated to work on EMC issues
whenever EMC escalates an issue through McDATA's Customer
Support log [*].

3.3.2 Dedicated resources:

Appropriate McDATA engineering personnel shall be dedicated to
resolving EMC escalated issue until both parties agree issue
is resolved.

8
37
EXHIBIT V
---------

SCHEDULES AND PROGRAM COORDINATION
----------------------------------

1.0 SCHEDULE

The following schedule framework will define the delivery dates for the
development and delivery phases as defined in Exhibits T and U. Within these
phases, additional specifications and technical requirements are expected to be
needed beyond the high-level requirements defined in Exhibit T. These
specifications and requirements will be provided by EMC along the course of the
project and will become part of the product requirements.

[*]

Within the above schedule framework, detailed schedules of deliverables
(specifications and other program materials) as defined in Exhibits B and C,
shall be agreed upon within [*].

Additional schedules, product deliverables, and content beyond those defined in
the Exhibits of this Development Agreement will be mutually agreed upon between
the companies and will be provided as amendments to this Development Agreement.

2.0 PROJECT COORDINATION CONTACTS

Within thirty (30) days of signing this Development Agreement, each party will
designate a number of project coordination contacts, as follows:

Product Business Manager: responsible for all interactions on product
requirements and public communications.
Engineering Technical Manager: to oversee the development and quality of
McDATA's Product.
Engineering Program Manager: to expedite critical issues.
These contacts or their designees will participate, as necessary, in
project meetings and status reviews to discuss project status and address
any project related concerns. Contact persons for sales coordination will
be specified separately.

[*]

McDATA shall assign a dedicated Engineering Program Manger to handle EMC
business.

3.0 PROGRAM COORDINATION FORUMS

McDATA and EMC will hold a [*] conference call to monitor program status, open
issues, design issues, bugs, schedules, and any other item relevant to the
program. Based on the program status, additional meetings may be needed and
shall be mutually agreed upon by McDATA and EMC.

1
38
A [*] program meeting will be held between the companies. Technical
representatives for McDATA and EMC will be present in person. This forum will be
used as a high-level tracking and monitoring tool for the program. In addition
to program reviews, parties will review product roadmap, technology roadmap, and
planning activities. McDATA shall respond to EMC's technology recommendations
within [*] of the meeting. McDATA shall provide EMC with an update within [*] of
major changes in product direction.

2
39

EXHIBIT W

McDATA QUALITY PLAN

1.0 INTRODUCTION

1.1 This document is the Quality Plan for McDATA and defines the quality
systems McDATA will use to ensure that they meet the quality and
on-time-delivery expectations of EMC.

1.2 With reasonable notice, EMC shall have the right to inspect and audit any
McDATA manufacturing site that supplies goods or services related to the
Products. EMC shall have the right to review relevant documents pertaining to
quality information, procedures, certificates of conformance, etc. affecting
materials received, at EMC's request.

2.0 DEFINITIONS

2.1 DOA (Dead-On-Arrival): Those failures occurring at EMC customers within
[*] after installation.

2.2 IQ (Installation Quality process): Any failure in the first [*] at a
customer site initiates an IQ process to start. [*]

2.3 CLCA (Closed Loop Corrective Action process): [*]

2.4 Quality Failure: Any failure that occurs during the first [*] after
installation at an EMC customer site [*].

2.5 Reliability Failure: Any failure that occurs after the [*] of operation
after installation at EMC's customer's site. [*]

2.6 Serious Failures: Serious Failures are defined [*]

2.7 Critical Failures: Critical Failures are defined [*]

2.8 Purge: [*]

2.9 ORT: (Ongoing Reliability Testing):

2.10 Routine Questions and Issues: Those questions and issues that do not
address Quality Failures, Purges, or Quality Issues.

3.0 PERFORMANCE REQUIREMENTS

3.1 The [*] numbers stated in this section are goals for the program. McDATA
will work with EMC to define and work toward these goals and requirements. EMC
will measure McDATA during the quarterly supplier performance reviews using
these reliability numbers.

*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. ASTERISKS WITHIN BRACKETS DENOTE OMISSIONS.

3.2 [*] All [*] improvement goals apply to products that are currently in
production. If [*] to meet the [*] requirement, remedial action by the Supplier
is required in the form of a [*].

3.3 [*] will include, but not limited to, the following:

3.3.1 [*]
3.3.2 [*]
3.3.3 [*]
3.3.4 [*]
3.3.5 [*]

4.0 TECHNICAL RESPONSIVENESS/SUPPORT

4.1 Routine Questions and Issues: McDATA will provide [*] acknowledgment, by
electronic mail ("email"), facsimile ("fax") or other method of communication
agreed to by the parties, of all EMC requests for assistance with Routine
Questions and Issues, including but not limited to questions regarding Product
service and support. [*]

4.2 Failure Analysis: [*] shall perform failure analysis on all failed
Products [*]. Failure analysis will be [*]. Failure analysis to [*] must be
completed within [*]. Once failure analysis has been completed, [*]. [*] shall
include, [*]. At EMC's request, the parties will meet to review [*] provided
under this sub-Section.

4.3 Quality Issues: Quality issues must be responded to by McDATA [*] after
McDATA is notified that such an issue exists. [*]

4.4 Critical Failures: Critical Failure shall be considered to be highest
priority [*].

4.5 EMC requires that communications be in writing or electronic mail, if
requested.

5.0 GENERAL PARTNERSHIP REQUIREMENTS

5.1 McDATA will:
5.1.1 Provide EMC with regular updates to Product futures/roadmaps.
5.1.2 Participate in Concurrent Engineering design reviews.
5.1.3 Participate in [*] performance reviews and annual on-site audits.
5.1.4 Have [*] quality and reliability improvement plans and share those
periodically with EMC.

41
5.1.5 Have pro-active problem notification and resolution with potential
to adversely effect delivery, quality or price. [*]

5.2 EMC and McDATA will each provide the other with the names and telephone
numbers of direct contacts. These lists will be updated as necessary.

6.0 KEY PROCESSES

6.1 McDATA must comply with the McDATA's ESD Policy.

7.0 QUALITY DATA PROVIDED

Each party shall provide the other with the information summarized in the table
below. McDATA will email the required information to EMC Quality personnel.

[*] Owner [*]
[*] EMC Quality Rep [*]
[*] EMC Quality Rep [*]
[*]
[*] McDATA Quality Rep [*]
[*] McDATA Quality Rep [*]
[*] McDATA Quality Rep [*]

[*]

8.0 CORRECTIVE ACTION PROCESS

8.1 All [*] issues shall be resolved to root cause. These issues will be tracked
by the EMC Supplier Engineer and communicated back to McDATA.

8.2 [*].

8.3 Upon determining the [*].

8.4 If McDATA encounters a [*] on a Product sent from EMC, they will arrange for
the Product to be sent back for [*] at [*].

3
42
8.5 When Product under warranty is sent to McDATA, McDATA will [*]. If McDATA
returns the Product to EMC for further analysis under sub-Section 8.4, above,
McDATA will [*].

9.0
REPAIR PROCESS
[*] test and inspection [*] shall be performed on field return Product prior to
its return to EMC.

10.0 RELIABILITY ASSURANCE
McDATA shall implement a method used to monitor the reliability of the
Product. [*].

4
43
EXHIBIT X
---------
FIBRE CHANNEL SWITCH EMC REGULATORY AND PRODUCT SAFETY REQUIREMENTS
-------------------------------------------------------------------

----------------------------------------------------------------------------------------------------------------
COUNTRY / AGENCY MARKINGS WHICH APPLY COMMENTS
----------------------------------------------------------------------------------------------------------------

NORTH AMERICA

----------------------------------------------------------------------------------------------------------------
United States / FCC FCC statement [*]
----------------------------------------------------------------------------------------------------------------
United States / UL UL [*]
----------------------------------------------------------------------------------------------------------------
Canada / CSA CSA [*]
----------------------------------------------------------------------------------------------------------------
Canada / Industry ICES statement [*]
Canada
----------------------------------------------------------------------------------------------------------------
[*]
----------------------------------------------------------------------------------------------------------------
EASTERN EUROPE / [*]
OTHER

----------------------------------------------------------------------------------------------------------------
CB Report Individual country [*]
markings
----------------------------------------------------------------------------------------------------------------
[*]
----------------------------------------------------------------------------------------------------------------
WESTERN EUROPE [*]

----------------------------------------------------------------------------------------------------------------
[*]
European Union CE-Marking
----------------------------------------------------------------------------------------------------------------
Europe / TUV TUV xxxx [*]
----------------------------------------------------------------------------------------------------------------
Germany TUV-GS xxxx [*]
----------------------------------------------------------------------------------------------------------------
[*]
----------------------------------------------------------------------------------------------------------------
SCANDINAVIAN [*]
COUNTRIES

----------------------------------------------------------------------------------------------------------------
Switzerland/Austria CE-Marking Same requirements as European Union above
----------------------------------------------------------------------------------------------------------------
Sweden / XXXXX XXXXX xxxx [*]
----------------------------------------------------------------------------------------------------------------
Norway / NEMKO XXXXX xxxx [*]
----------------------------------------------------------------------------------------------------------------
Finland / FIMKO FIMKO xxxx [*]
----------------------------------------------------------------------------------------------------------------
Denmark / XXXXX XXXXX xxxx [*]
----------------------------------------------------------------------------------------------------------------
[*]
----------------------------------------------------------------------------------------------------------------
EASTERN EUROPE [*]
----------------------------------------------------------------------------------------------------------------
Russia / GOST XXXX xxxx [*]
----------------------------------------------------------------------------------------------------------------

5
44

----------------------------------------------------------------------------------------------------------------

ASIA PACIFIC
----------------------------------------------------------------------------------------------------------------
Japan / VCCI VCCI statement [*]
----------------------------------------------------------------------------------------------------------------
Australia / ACA C-Tick w/EMC supplier [*]
code
----------------------------------------------------------------------------------------------------------------
Australia / ACA No Known Requirement. [*]
----------------------------------------------------------------------------------------------------------------
New Zealand / ACA Covered by Australia. Covered by Australia.
----------------------------------------------------------------------------------------------------------------

SOUTH EAST ASIA
----------------------------------------------------------------------------------------------------------------
Taiwan / BSMI BSMI ID # and statement [*]
----------------------------------------------------------------------------------------------------------------
Korea / RRL
----------------------------------------------------------------------------------------------------------------
Singapore / PSB Type approval label [*]
----------------------------------------------------------------------------------------------------------------
Indonesia No Known Requirements [*]
----------------------------------------------------------------------------------------------------------------

INDIAN CONTINENT

----------------------------------------------------------------------------------------------------------------
India No Known Requirements [*]
----------------------------------------------------------------------------------------------------------------
Malaysia No Known Requirements [*]
----------------------------------------------------------------------------------------------------------------
Thailand No Known Requirements [*]
----------------------------------------------------------------------------------------------------------------

----------------------------------------------------------------------------------------------------------------
AFRICA

----------------------------------------------------------------------------------------------------------------
South Africa / No Known Requirements [*]
SABS
----------------------------------------------------------------------------------------------------------------

6
45
EXHIBIT Y
---------

[*]

1
46
EXHIBIT Z
---------

[*]

Document Metadata

Table of Contents

Free Standard Templates

40-00-110-00 DEVELOPMENT AGREEMENT NUMBER * Certain information in this agreement has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. Asterisks within brackets...

Document Metadata