EX-10.16 18 d46988dex1016.htm EX-10.16 Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Double asterisks denote omission. STRATEGIC PARTNERING AGREEMENT
Exhibit 10.16
Confidential Materials omitted and filed separately with the
Securities and Exchange Commission. Double asterisks denote omission.
STRATEGIC PARTNERING AGREEMENT
This Strategic Partnering Agreement (Agreement), effective as of 8 March 2011 (Effective Date), is between Acacia Communications, Inc., a Delaware corporation, with an address at Three Clock Xxxxx Xxxxx, Xxxxx 000, Xxxxxxx, XX 00000 (Acacia), and ADVA Optical Networking North America, Inc., a Delaware corporation, with a place of business at 0000 Xxxxxxxxx Xxxxxxxxxx Xxxxxxxxx, Xxxxxxxx, Xxxxxxx 00000 XXX (ADVA or Customer)
1. | DEFINITIONS. |
βStrategic Partnerβ means an entity, which has rights and privileges similar to those granted to ADVA in this Agreement. Acacia agrees to limit the total number of Strategic Partners that have early access to the AC100 100G coherent optical module to a total of [**] including ADVA/Juniper.
βConfidential Informationβ means all financial, business and technical information of the disclosing party or any of its affiliates, suppliers, customers and employees (including information about research, development, operations, marketing, transactions, discoveries, inventions, technologies, products, methods, processes, materials, algorithms, firmware, specifications, designs, drawings, data, strategies, plans, roadmaps, know-how and ideas, whether tangible or intangible) that is disclosed by or for a party in relation to this Agreement, and that is marked or otherwise identified as proprietary or confidential at the time of disclosure or that by its nature would be understood by a reasonable person to be proprietary or confidential, and all copies, abstracts, summaries, analyses and derivatives thereof.
βCustomer Applicationβ means any product, system or other application in which ADVA (or its customer) includes or uses in any product.
βProductβ means Acaciaβs AC100 100G coherent optical module including both hardware and software and having features and functionality as described in this Agreement.
βPrototypeβ means any prototype, engineering sample or other pre-production version of the Product.
βProduct Specificationβ or βAcacia Final Product Specificationβ means the mutually agreed technical specification for the final developed Product (the current version of which is attached hereto as Exhibit A) Upon written mutual agreement the Specification may be revised to include additional detailed requirements.
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βDeliveryβ shall be according to EXW (INCOTERMS 2000) unless otherwise agreed and shall be in accordance with the instructions of ADVA and is deemed to occur once the Products have been received at the designated delivery address.
βDelivery Dateβ means the date of receipt of the Products by ADVA at the agreed delivery address.
βDevelopment Program Scheduleβ means Exhibit C attached hereto.
βEarly Sampleβ See Exhibit E - ADVA Acceptance Test Criteria for 100G Module Samples for a full definition of this type product.
βEngineering Sampleβ or βEngineering Sample Prototypesβ See Exhibit E - ADVA Acceptance Test Criteria for 100G Module Samples for a full definition of this type product.
βGA Productβ indicates a generally available product and is used as a designation for a product which is fully released for general use and purchase. See Exhibit E - ADVA Acceptance Test Criteria for 100G Module Samples and Exhibit A - Acacia Final Product Specification for a full definition of this type product.
βADVA Acceptance Criteriaβ means the agreed performance criteria which must be met in order for ADVA to accept Early Samples and Engineering Sample Prototypes. This criteria is defined in Exhibit E - ADVA Acceptance Test Criteria for 100G Module Samples.
βLead Timeβ means the time between the date of issuance of the Purchase Order by ADVA and the Delivery Date.
βSoftwareβ means any computer software programs in machine readable format, including but not limited to software code made available by Acacia to ADVA as part of the Products.
βRMAβ stands for Returned Material Authorization.
βReject Rateβ means the ratio of total number of RMA units to total number of units delivered to ADVA within that same time period. In the case where both Acacia and ADVA agree there was βno problem foundβ or that the reject was not caused by Acacia design deficiencies or manufacturing or handling deficiencies then the unit will not be classified as a reject for the purposes of calculating a reject rate statistic.
βEpidemic Failureβ means a Reject Rate of [**]% or above. The Reject Rate calculation shall use a moving time window based on a period of [**] month intervals. An Epidemic Failure is declared if the Reject Rate associated with the same root cause found during any [**] month period divided by number of total units delivered to ADVA during that same [**] month interval exceeds the Epidemic Failure Reject Rate as specified in this agreement.
2. | DEVELOPMENT PROGRAM. |
2.1 | Performance Acacia agrees to undertake and use best efforts to perform the development services (Development Services) in accordance with the either the Acacia Final Product |
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Specification or the ADVA Acceptance Tests for Acacia 100G Module Samples whichever is applicable, descriptions and/or schedules specified in the Development Program Schedule (which is attached hereto as Exhibit C). ADVA agrees to purchase Software emulator evaluation board, Early sample and Engineering sample prototypes as detailed in Exhibit C for performance of the Development Services, in the amounts and at the times specified in the Development Program Schedule. Each party will promptly inform the other of any event that may delay the timely development or delivery of the Development Services or Prototypes. |
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2.6 | Prototype Warranty Other than the afore mentioned acceptance period all Prototypes delivered to ADVA by Acacia shall have no warranty, |
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2.15 | [**]. |
2.16 | Resale Prices. Nothing contained In this Agreement shall be deemed to limit in any way ADVAβs right to determine the price at which the Products may be resold by ADVA. |
2.17 | Head Start Rights for Technology and Products Acacia shall not sell or otherwise transfer AC 100 Samples to a non- Strategic Partner competitor of ADVA for a period of [**] months after first submitting Samples to ADVA. |
3. | PRODUCT SUPPORT. |
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4. | GENERAL TERMS AND CONDITIONS FOR PURCHASES. |
Acacia further agrees to provide Products to ADVAβs contract manufacturers at least under the same terms and conditions (including prices as stated in Exhibit D) as agreed between Acacia and ADVA in this Agreement, but solely for resale by such contract manufacturers to ADVA.
4.2 | Prices and Payment. |
4.2.2.1 | The Parties shall meet every [**] months or, upon ADVAβs request to discuss price reductions, giving due consideration to changes in market conditions, currency fluctuations and/or costs in components, raw materials or manufacturing, new technology, labor, or interest rate changes. Where price reductions have been agreed, the prices stated in Exhibit D shall be immediately amended accordingly and shall apply to all Purchase Orders made after the [**] day of the month following conclusion of the price review. |
4.2.2.2 | If Acacia intends to increase any Product prices, Acacia shall notify ADVA in writing at least [**] months prior to the end of the period stated in Exhibit D and shall provide the reasons for the intended price increase such as raw materials and manufacturing costs, exchange rate fluctuations, new technology, labor, interest rate changes and market changes. The Parties shall agree the price within [**] months and such prices shall apply to all Purchase Orders of that Product made after the [**] day of the month following conclusion of the price review. |
4.2.3 |
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Date of a complete Delivery in accordance with a Purchase Order or [**] days after date of the invoice, whichever is later, however if payment is made within [**] days after the date of the invoice, a [**] percent ([**]%) cash discount shall apply to the total amount payable under the invoice. Invoices shall be remitted to the billing address on the Purchase Order and must include relevant Purchase Order and part number. After December 31, 2012 Acacia will invoice ADVA the purchase price for the Products as set out in Exhibit D within [**] days after shipment of the Products. All payments are due within [**] days after the Delivery Date of a complete Delivery in accordance with a Purchase Order or [**] days after date of the invoice, whichever is later, however if payment is made within [**] days after the date of the invoice, a [**] percent ([**]%) cash discount shall apply to the total amount payable under the invoice. Invoices shall be remitted to the billing address on the Purchase Order and must include relevant Purchase Order and part number. |
4.3 | Orders. |
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4.3.5.1 | ADVA shall be entitled to cancel Purchase Orders wholly or partially up to [**] weeks prior to the original Delivery Date without charge for orders based on ADVAβs forecasted requirements. Purchase Orders cancelled within [**] weeks of the original Delivery Date will incur a cancellation charge equal to [**] percent ([**]%) of the purchase price of the Products ordered, (Orders cannot be canceled within [**] weeks of the original Delivery Date.) in the event the Reject Rates are above [**] percent ([**]%) during any [**] month period, ADVA shall be entitled to reschedule or cancel Purchase Orders without incurring any liability whatsoever. |
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4.3.10 | Continuing Availability, Product Support and Spares. For a period of at least [**] years following the end of this Agreement, Acacia shall continue to make support and parts for then current Products available to be ordered by ADVA in accordance with the terms and conditions of this Agreement. If, during the term of this Agreement, Acacia discontinues a Product, Acacia will provide at least [**] monthsβ prior written notice of discontinuation of that Product to ADVA via email to XXX-Xxxx@xxxxxxxxxxx.xxx. During this [**] month period Acacia shall accept any Purchase Order for that Product with a Delivery Date requested by ADVA of up to [**] months after ADVA has received Acaciaβs notice to discontinue that Product. During the term of this Agreement and for a period of at least [**] years following the end of this Agreement or discontinuance of a Product, Acacia shall make a direct service support facility available for ADVA to contact during its normal working hours regarding, without limitation, root cause analyses and error correction, and Acacia shall make spare parts available to ADVA irrespective of the warranty period set out in Section 5.2 below. |
4.4 | Delivery. |
4.4.1.1 | Acacia shall comply with the delivery instructions contained in the Purchase Order, unless the Parties agree otherwise in writing. Each Delivery shall be according the requirements stated in βAcaciasβ Product Packaging and Despatch: General Requirements for ADVA AG, ADVA Ltd, ADVA Inc.β |
4.4.1.2 | The dispatch data (flight number, airway xxxx number) of all Deliveries shall be provided to ADVA (to the contact person mentioned on the Purchase Order) by fax or email within [**] hours of dispatch. |
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4.4.1.3 | ADVA may, at its option, return, freight collect, all units received more than [**] days in advance or in excess of the quantity specified on its Purchase Order, or may, at its option, retain such units with payment therefore deferred until it would otherwise be due. |
4.4.1.4 | Acaciaβs delivery performance against first confirmed Delivery Date shall exceed [**]% and against last requested Delivery Date shall exceed [**]%. |
4.4.5 |
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or its representative has not during the receiving inspection brought any defect to the attention of Acacia or its representative shall not relieve Acacia from its obligations under this Agreement including warranties. |
4.5 | Quality. |
The workmanship standard to be used in building Product is IPC-A-610 latest Rev. Class 2, as published by the Institute for Interconnecting and Packaging Electronic Circuits. Parties will conclude a separate quality assurance agreement on the Product.
4.5.3 | Quality Target I if not agreed otherwise in a separate quality assurance agreement, Products shall have a Reject Rate of less than [**] percent ([**]%) during any rolling [**] month period. In the event the Reject Rates are above [**] percent ([**]%) and if more than [**] parts are being rejected during any such twelve (12) month period then Acacia commits to provide ADVA upon request a corrective action/root cause analysis within [**] days. |
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4.6 | Return Materials Authorization (RMA) Procedure. |
4.6.1 | RMA Procedure. If any failure to conform to such Product Specification (βDefectβ) is suspected in any Products, ADVA after obtaining a RMA form and number from Acacia, shall return, at Acaciaβs cost, the Product containing the Defect. Acacia shall issue ADVA an RMA number within [**] working days of ADVAβs request to return defective Product. Acacia shall analyze the failures and within [**] working days of receipt of defective Product shall provide ADVA with the root cause analysis report and the corrective action to be followed, making use, when appropriate, of technical information provided by ADVA relating to the circumstances surrounding the failure. |
4.6.1.1 | For product within the warranty period within [**] calendar days of receipt of non functional Product, Acacia shall, at ADVAβs option, either repair or replace the non functional Product with a new (unused and less than [**] months old) replacement of the identical Product and return to ADVA in accordance with the terms and conditions of this Agreement. All repaired and replaced Products shall be warranted for the longer of [**] months or the remaining of the warranty period of the Product that was repaired or replaced. In the event Acacia does not fulfill the obligations of this Section 4.6.1.1, Acacia shall at ADVAβs option either credit ADVA the purchase price of such Product or issue a debit note for the purchase price of such Product. |
4.6.1.2 | In the event Acacia has a Reject Rate for any Product that is [**] percent ([**]%) or above for any [**] month rolling period Acacia shall mitigate the product costs to ADVA for the high Reject Rate. |
4.6.2 | Determining Defects. For the purposes of Section 4.6.1, if it is questionable whether or not a Defect exists in a Product and/or whether or not a determined Defect is successfully cured and the Parties are not able to resolve this question within a period of [**] working days, ADVA will provide Acacia the names and vitae of [**] independent sworn third party experts. From the list of mutually agreed names of qualified experts submitted to Acacia by ADVA Acacia shall have the right to select one expert to provide a final and binding determination on that question. If a defect is determined to exist then Acacia pays for the product repair or replacement and the cost of the product experts. If no defect is found then ADVA shall pay repair costs and product expert costs. |
4.6.3 | Epidemic Failures. In addition to the product warranty and for a period of [**] months from the date of Delivery of the Product to ADVA, Acacia warrants the Products against Epidemic Failure. In the event of an Epidemic Failure, Acacia shall fully indemnify ADVA for reasonable inspection, testing and labor costs incurred in recovering and returning Products with Epidemic Failure and installing repaired or replacement Products notwithstanding that ADVA may instead direct Acacia to hold reshipment of repaired or replacement Products until completion of failure analysis by Acacia or ADVA. |
4.6.4 | Repairs and Replacements. Acacia shall have the risk of loss or damage to defective and repaired or replacement Products while in Acaciaβs possession and reshipment to the ADVA specific delivery address DDP (Incoterms 2000), provided, however, that in the case of Products found to be in breach prior to acceptance by ADVA the risk of damage shall at all times remain with Acacia except for damage caused by an act or omission of ADVA. |
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5. | REPRESENTATIONS AND WARRANTIES. |
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6. | INTELLECTUAL PROPERTY. |
7. | CONFIDENTIALITY. |
7.1 |
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contractors solely on a βneed to knowβ basis, without the prior written consent of the other Party. The Parties shall use reasonable care to safeguard the otherβs Confidential Information against unauthorized access, use and disclosure. Each Party shall be responsible for any breach of confidentiality by its employees and contractors. Promptly after any termination of this Agreement (or at the disclosing Partyβs request at any other time), the receiving Party shall return all of the otherβs tangible Confidential Information, permanently erase all Confidential Information from any storage media and destroy all information, records and materials developed therefrom. Each Party may disclose only the general nature, but not the specific terms, of this Agreement without the prior consent of the other party; provided, either Party may provide a copy of this Agreement or otherwise disclose its terms in connection with any legal or regulatory requirement, financing transaction or due diligence inquiry. |
8. | INDEMNITY. |
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9. | TERM AND TERMINATION. |
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9.2 | Termination. Either party may terminate this Agreement |
(a) | if either party declares the development project to be infeasible in accordance with Section 2.5 of this Agreement. |
(b) | If the other party breaches a material provision of this Agreement and fails to cure such breach within [**] days ([**] days in the case of any non-payment) after receiving written notice of such breach from the non-breaching party, or |
(c) | immediately upon written notice, if the other party makes an assignment for the benefit of creditors, or a receiver, trustee in bankruptcy or similar officer is appointed to take charge of any or all of the other partyβs property, or the other party seeks protection under any bankruptcy, receivership, trust deed, creditors arrangement, composition or comparable proceeding or such a proceeding is instituted against the other party and is not dismissed within 90 days, or the other party becomes insolvent or, without a successor, dissolves, liquidates or otherwise fails to operate in the ordinary course. |
9.3 | Orders After Termination. Acceptance of ADVAβs orders after termination shall not constitute a renewal of this Agreement or waiver of the right of Acacia to treat this Agreement as terminated. |
9.4 | Effects of Termination. |
9.4.1 | If either party terminates this Agreement for reasons of infeasibility as defined in Section 2.5, ADVA shall have no further debts or obligations regarding this Agreement, other than amounts already due. |
9.4.2 | If Acacia terminates this Agreement due to material breach by ADVA then ADVA shall be liable for payment of all previously accepted milestones and shall negotiate payment in good faith with Acacia on the costs related to future milestone deliverables, and ADVA shall remain liable for all payments for Products delivered prior to the effective date of termination. |
9.4.3 | Upon any expiration or termination of this Agreement for any reasons all rights and obligations of the parties hereunder shall cease including payment for any deliverables not already accepted by ADVA according to the Milestone Acceptance provisions of this Agreement. In any case the following shall survive: (a) payment obligations only for generally available products (does not apply to products still under development); (b) all remedies for breach of this Agreement; and (c) the provisions of Sections 4.6 (RMA Procedure), 5 (Representations and Warranties), 6 (Intellectual Property), 7 (Confidentiality), 8 (Indemnity), 10 (Limitations of Liability), 11 (Miscellaneous) and this Section 9. Additionally, Acacia shall continue to provide warranty support as set forth above and any agreed maintenance support as required In 4.3.10 (Continued Availability, Product Support and Sparing). |
9.5 |
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any damage, loss or expense of any kind suffered or incurred by the other (or for any compensation to the other) arising from or incident to any termination of this Agreement by such party that complies with the terms of the Agreement whether or not such party is aware of any such damage, loss or expense. |
10. | LIMITATION OF LIABILITY. |
Nothing in this Agreement shall limit either Partyβs liability for damage caused by intentional misconduct, for death or personal injury, and for breaches of its confidentiality obligations.
Neither Party shall have any liability for any incidental, special, indirect or consequential damages.
Each Partyβs maximum aggregate liability arising out of, or in connection with, this Agreement shall be limited to fifty percent (50%) of the aggregate value of the charges paid by ADVA to Acacia in the preceding calendar year or one million US Dollars (USD$ 1,000,000) whichever is the greater.
THESE LIMITATIONS ARE INDEPENDENT FROM ALL OTHER PROVISIONS OF THIS AGREEMENT AND SHALL APPLY NOTWITHSTANDING THE FAILURE OF ANY REMEDY PROVIDED HEREIN, AND ARE INTENDED TO APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, REGARDLESS OF THE FORM OF ANY CLAIM OR ACTION (WHETHER IN CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE), EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES
11. | MISCELLANEOUS. |
ADVA AG Optical Networking | Acacia Communications, Inc. | |
Att: Legal Department | Att: | |
Xxxxxxxxxxxxxxxxx 0x | ||
00000 Xxxxxxxxxxx/Xxxxxx, | Three Clock Tower Place, Suite 210 | |
GERMANY | Xxxxxxx, XX 00000, XXX | |
Fax: x00-00-000000 199 | Fax: x0-000-000-0000 |
Notices will be deemed effective upon receipt.
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11.13 | Governing Law and Jurisdiction. This Agreement shall be governed by and construed in accordance with the laws of the state of New York, USA, without regard to its conflicts of law provisions. In the event of any conflict between US and foreign laws, regulations and rules, US laws, regulations and rules shall govern. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement. The sole jurisdiction and venue for actions related to this Agreement will be the state or federal courts located in New York, and both parties consent to the jurisdiction of such courts with respect to any such action. In any action or proceeding to enforce this Agreement, the prevailing party will be entitled to recover from the other party its costs and expenses (including reasonable attorneysβ fees) incurred in connection with such action or proceeding and enforcing any judgment or order obtained. Courts located at defendantβs general place of business as stated at the beginning of this Agreement shall have exclusive jurisdiction for any dispute arising out of or in connection with this Agreement. |
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ACACIA COMMUNICATIONS INC. | ADVA OPTICAL NETWORKING N.A., INC. | |||||||
By: | /s/ Xxx Xxxxxxxxxxx | By: | /s/ Christoph Glingener | |||||
Name: | Xxx Xxxxxxxxxxx | Name: | Christoph Glingener | |||||
Title: | CEO and President | Title: | CTO | |||||
By: | /s/ Xxxxx Xxxxxx For Xxxxx Xxxxxx | |||||||
Name: | Xxxxx Xxxxxx | |||||||
Title: | Director Global Strategic Procurement |
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Exhibit A - Acacia Final Product Specification
Advanced Optical Specification
100G DWDM Module based on coherent detection
and advanced digital signal processing
Title | Advanced Specs for 100G DWDM module | |
Authors | Xxxxx Xxxxxxxxx | |
Revision number | 1.0 | |
Date | October 26, 2010 | |
Document Number | 000-0000-00 |
1. | Table of Contents |
1. | TABLE OF CONTENTS | 23 | ||||||||
2. | REVISION HISTORY | 23 | ||||||||
3. | OVERVIEW | 24 | ||||||||
4. | SPECIFICATIONS | 24 | ||||||||
4.1 | Optical interface specifications | 24 | ||||||||
4.1.1 | General specifications | 24 | ||||||||
4.1.2 | Transmitter specifications | 26 | ||||||||
4.1.3 | Receiver specifications | 26 | ||||||||
4.2 | Environmental and thermal specifications | 28 | ||||||||
4.3 | Safety and regulatory specifications | 29 | ||||||||
4.4 | Reliability specifications | 30 |
2. | Revision History |
Revision | Date | Author | Changes | |||
0.1 | Nov 19, 2009 | Xxxxx Xxxxxxxxx | ||||
0.2 | Dec 15, 2009 | Xxxxx Xxxxxxxxx | Minor updates | |||
0.3 | Jan 08, 2010 | Xxxxx Xxxxxxxxx | Mechanical drawings added | |||
0.4 | June 04, 2010 | Xxxxx Xxxxxxxxx | Minor updates | |||
0.5 | July 12, 2010 | Xxxxx Xxxxxxxxx | Minor updates | |||
0.6 | Aug 18, 2010 | Xxxxx Xxxxxxxxx | Updated mechanical drawing and C-band X | |||
0.7 | Aug 23, 2010 | Xxxxx Xxxxxxxxx | Updated TX and RX power range | |||
0.8 | Sept 7, 2010 | Xxxxx Xxxxxxxxx | Several updates including multi channel spec, filter tolerance, PRBS insertion clarification | |||
0.9 | Oct 14, 2010 | Xxxxx Xxxxxxxxx | Updated PMD specs | |||
1.0 | Oct 26, 2010 | Xxxxx Xxxxxxxxx | Updated output power. Deleted HW interface specs (see separate Acacia document) |
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3. | Overview |
This document describes the Advanced Product Specifications for Acaciaβs 100G DWDM module based on coherent detection and advanced electronic link equalization. The module is intended to be used on system integrators host boards to support transmission over DWDM links in Long-haul, Regional and Metro networks,
4. | Specifications |
All specifications given in this document are End-of-Life numbers and are valid over case temperature from -5Β°C to +70Β°C.
4.1 | Optical interface specifications |
4.1.1 | General specifications |
Ref | Parameter | Condition/comments | Typical | Min | Max | Unit | ||||||
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Confidential Materials omitted and filed separately with the Securities and Exchange Commission. A total of two pages were omitted. [**]
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4.1.2 | Transmitter specifications |
Ref. | Parameter | Condition/comments | Typical | Min | Max | Unit | ||||||
[**] | [**] | [**] | [**] | [**] | [**] | [**] | ||||||
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[**] | [**] | [**] | [**] | [**] | [**] | [**] | ||||||
[**] | [**] | [**] | [**] | [**] | [**] | [**] |
4.1.3 | Receiver specifications |
Ref | Parameter | Condition/comments | Typical | Min | Max | Unit | ||||||
[**] | [**] | [**] | [**] | [**] | [**] | [**] | ||||||
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Ref | Parameter | Condition/comments | Typical | Min | Max | Unit | ||||||
[**] | [**] | [**] | [**] | [**] | [**] | [**] | ||||||
[**] | [**] | [**] | [**] | [**] | [**] | [**] | ||||||
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[**] | [**] | [**] | [**] | [**] | [**] | [**] |
Confidential Materials omitted and filed separately with the Securities and Exchange Commission. A total of one page was omitted. [**]
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4.2 | Environmental and thermal specifications |
Ref | Parameter | Condition/comments | Typical | Min | Max | Unit | ||||||
[**] | [**] | [**] | [**] | [**] | [**] | |||||||
[**] | [**] | [**] | [**] | [**] | [**] | |||||||
[**] | [**] | [**] | [**] | [**] | ||||||||
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[**] | [**] | [**] | [**] | [**] | [**] | |||||||
[**] | [**] | [**] | [**] | [**] |
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4.3 | Safety and regulatory specifications |
Ref | Parameter | Condition/comments | Typical | Min | Max | Unit | ||||||
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4.4 | Reliability specifications |
Ref | Parameter | Condition/comments | Typical | Min | Max | Unit | ||||||
[**] | [**] | [**] | [**] | [**] | ||||||||
[**] | [**] | [**] |
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Exhibit B - 100G Software emulator evaluation board
Description
Acaciaβs 100G Software Emulation/Hardware Evaluation platform is a multipurpose tool provided to support R&D teams during development and test of 100G line cards.
AC100-EB Overview
The AC100-EB is a two slot ATCA line card that can be used either in an ATCA chassis or stand alone on a lab bench.
Primary capabilities are:
Software emulation
Test platform for AC100 module for both optical and electrical testing
Support for OTL 4.10 interconnect to JDSU 100G tester via CFP break out board
Software emulator
In the early stage of system development customers can use the Software emulator platform to begin preliminary Software development. By implementing
the MDIO slave interface we enable software developers to design to the MDIO interface before actual Hardware is available. The emulator will support basic functionality listed below:
Read/write of module registers
Firmware download
Emulation for non-MDIO control pins/state transitions (PRG_CNTL[1..3], TX_DIS, MOD_LOPWR, MOD_RSTn)
Hardware evaluation board
The evaluation board is a standalone platform that provides the capability to verify and characterize the 100G module. The MDIO signals are available through the front panel of the ATCA line card which enables direct access to the MDIO hardware pins of the module. Host side high speed data access to and from the module can be tested through a CFP style break out module. This break out module is designed to interoperate with JDSUβs 100G test equipment.
100G Evaluation Platform includes:
Power supplies
FPGA/Micro to provide a bridging functionality
Ethernet support
168-pin Hirose header
CFP style breakout board to provide access to high speed data lanes to and from the module
SMA access to various reference clocks
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Exhibit C - 100G Coherent Optical Module
Development Program Schedule
Key Deliverable Milestone # | Development Project Milestones and Deliverables | Schedule Date | Unit Price | Total | ||||
Preliminary thermal & mechanical models | [**] | |||||||
Advanced product specification | [**] | |||||||
Block processing test platform (Acacia labs) | [**] | |||||||
ASIC initial floor plan | [**] | |||||||
1000k fiber + PMD emulator test system | [**] | |||||||
Mechanical models | [**] | |||||||
Initial ASIC netlist | [**] | |||||||
Sign Agreement (estimate) | [**] | |||||||
Early prototype of SW emulator board (ADVA order placement) | [**] | [**] | [**] | |||||
1 | Mechanical samples delivered (30 days after signing) | [**] | ||||||
Final ASIC netlist | [**] | |||||||
Module hardware design completed | [**] | |||||||
SW emulator evaluation board kit complete (1 (unit)* Delivered to ADVA | [**] | |||||||
Agree to acceptance criteria for early, engineering, and pre-production samples | [**] | |||||||
ASIC tape out | [**] | |||||||
2 | Early samples of module (2 units), earlier if possible | [**] | [**] | [**] | ||||
Preliminary product specification | [**] | |||||||
3 | Engineering samples of module (7-12 units)** | [**] | [**] | [**] | ||||
Test and Cal stations to CM | [**] | |||||||
Pre-production samples (completed DVT and submitted to Telcordia qualification) ordered no later than 3/15/2010 | [**] | [**] | [**] | |||||
4 | Final Product specification | [**] | ||||||
GA of production samples | [**] | |||||||
| ||||||||
SUMMARY | Total prototypes and evaluation board | [**] | ||||||
|
* | Additional software emulator evaluation board price = $[**] |
** | Additional engineering samples (5 units) are available as long as Acacia is notified by [**] or ordered based on [**] lead time with forecast. |
Page 32
Exhibit D - 100G Coherent Optical Module Strategic Partner Price Matrix
K$ | Prototypes | Strategic Partner Production Pricing | ||||||||
0-99 | 100-499 | 500-999 | >1000 | |||||||
2011 | [**] | [**] | [**] | [**] | [**] | |||||
2012 | [**] | [**] | [**] | [**] | ||||||
2013 | [**] | [**] | [**] | [**] | ||||||
2014 | [**] | [**] | [**] | [**] |
Page 33
Exhibit E - ADVA Acceptance Test Criteria for 100G Module Samples
Adva Acceptance Tests for Acaciaβs
100G Module Samples
Title | Adva Acceptance Tests for Acaciaβs 100G Module Samples | |||
Authors | Xxxxx Xxxxxxxxx | |||
Revision number | 0.4.1 | |||
Date | December 08, 2010 | |||
Document Number | 000-0000-00 |
Revision History
Revision | Date | Author | Changes | |||
0.1 | Feb. 25, 2010 | Xxxxx Xxxxxxxxx | Initial Draft | |||
0.2 | Feb 28, 2010 | M Xxxxxxxx | Additional information added | |||
0.3 | March 1, 2010 | Xxx Xx | Additional information added | |||
0.4 | Dec 3, 2010 | Xxxx Xxxxxxx | General Revisions | |||
0.4.1 | Jan 11, 2011 | Xxxx Xxxxxxx | Incorporate Adva Specific Requirements |
Overview
This document describes acceptance tests for the different types of 100G MSA module samples that Acacia is making available to Strategic Partners during product development: Mechanical Samples, Early Samples and Engineering Samples, as defined below:
Mechanical sample: Mechanical Samples are non-functional mechanical-only samples that are provided to Strategic Partners to evaluate mechanical considerations like size and fit on customer host cards. Please note that mechanical samples do not house the actual PCB(s), but the 168 pin Hirose connector is present to confirm mechanical fit.
Early Sample: Early Samples have undergone cursory functional testing in Acaciaβs test lab. They are provided to Strategic Partners early in the product development phase to enable system bring-up at ambient room temperature with adequate airflow, and to provide early engineering feedback to Acacia. Complete functional testing and qualification has not been performed on Early Samples.
Engineering Sample: Engineering Samples have completed functional testing. The Engineering Samples are functioning in line with the Preliminary Product Specifications, but may contain errata.
Page 34
General Availability of Acaciaβs 100G MSA module is achieved when the module has passed all regulatory and safety testing in accordance with the Product Specification.
Samples from Acacia can be tested using Acaciaβs 100G evaluation board or with the customerβs host board. First we outline the proposed tests for Mechanical Samples and next the Early Samples. Finally, we describe the proposed acceptance tests for Engineering Samples.
Mechanical Samples
As stated in Chapter 0, Mechanical Samples are non-functional mechanical-only samples that are provided to Strategic Partners to evaluate mechanical considerations like size and fit on customer host cards. The Mechanical Sample shall meet the specification outlined in Section 4.4 of the Advanced Product Specifications. The following acceptance tests performed by the costumer are proposed:
Mechanical Dimensions
Check Length, Width and Height of the module.
Mounting Holes
Check dimensions, alignment and host card fit of mounting holes.
168 Pin Connector
Check attachment to the 168 pin Hirose connector.
Location of Fiber Boots
Check fiber exit boots for host card clearance and fiber routing.
Fiber Pigtails
Check fiber pigtail characteristics.
Optical Connectors
Check optical connector characteristics.
Early Samples
As stated in Chapter 0, Early Samples have undergone cursory functional tests in Acaciaβs test lab. They are provided to Strategic Partners early in the product development phase to enable system bring-up at ambient room temperature with adequate airflow, and to provide early engineering feedback to Acacia. Complete functional testing and qualification has not been performed on the Early Samples.
Page 35
Since full functional tests have not been completed, Acacia cannot assure that Early Samples meet all specifications defined in Acaciaβs Advanced Product Specification. For this reason there are no strict acceptance tests for Early Samples. However, Acacia assures Early Samples are functional and will transmit and receive data. A set of proposed tests for Early Samples are given below:
Mechanical Design
Mechanical Dimensions
Record mechanical dimensions.
Module to Host Card Mating and Assembly
Check host card mating and attachment to assure compatibility.
Heat Sink Dimensions and Host Card Fit
Check heat sink fit with host card.
Optical Fibers and Interconnect
Check optical fiber exit and routing for host card placement.
Power
Power Consumption
Record module power consumption at room temperature.
Firmware should meet minimum requirement for the normal operation of the module.
Firmware/Hardware Revision
Check firmware and hardware revision information.
Module Upgrade
Check module firmware upgrade function.
MDIO Communication
Basic MDIO communication should function properly for the early sample.
Basic Read and Write Operation
Page 36
Check the ability to read and write to moduleβs diagnostics registers.
OIF Compliant Registers (Generic Registers)
Check the ability to read and write to OIF module registers.
Acacia Specific Registers
Check the ability to read and write to Acacia specific module registers.
a. Set up and control registers are functional (On, Off, PRBS insert, Frequency Tune).
b. Restarts return registers back to the factory state,
Module Electrical Interfaces
Most of the moduleβs electrical Interfaces can be verified for early samples, such as:
Electrical Signals
Check low speed electrical signals.
MDIO Bus
Check MDIO bus operation.
Check function of resets.
Check PRBS Insertion and Detection
Check PRBS insertion and detection functionality.
Transmitter Tests
Tx Output Power
Record Tx output power at room temperature.
Acacia will test the module for Tx Power over temperature without the ASIC and will make results of these tests available to Adva.
Tx Wavelength
Check Tx tuning to 50GHz ITU grid,
Page 37
Acacia will test the module for Tx Tuning over temperature without the ASIC and will make results of these tests available to Adva.
Receiver Tests
Back to Back OSNR vs. BER over OTU4 Interface
Record Back to Back OSNR vs, BER at room temperature.
PMD/CD Tolerance
a) | Record tolerance to change in SOP. |
b) | Record PMD tolerance. |
c) | Record dispersion tolerance. |
Documentation / Support Provided by Acacia
a) | A description showing all register default values. |
b) | Test report for all parameters tested prior to shipment. |
c) | Module firmware updates provided when available. |
d) | SW Emulation / HW Evaluation Platform firmware updates provided when available. |
Engineering Samples
As stated in Chapter 0, Engineering Samples have completed functional testing. Engineering Samples arc functioning in line with the Preliminary Product Specifications, but may contain errata. Engineering Samples can be tested using Acaciaβs 100G evaluation board or on customer host boards. Preliminary Product Specifications will be issued after Acacia has completed functional testing of the Engineering Samples. The following items are proposed acceptance tests to be performed by Acaciaβs costumers:
Transmitter Test:
Tx Output Power
[**]
Tx Wavelength
[**]
Setup Time
[**]
Transmitter Quality
Page 38
[**]
Back to Back OSNR Threshold over OTU4 Interface
[**]
OSNR Sensitivity
[**]
PMD Tolerance
[**]
PDL Tolerance
[**]
Tolerance to Change in SOP
[**]
Dispersion Tolerance
[**]
Transient Tolerance
[**]
Setup Time
[**]
Clock Recovery Threshold
[**]
Input Power Reporting
[**]
FEC Statistics Reports
[**]
PRBS Insertion and Detection
Page 39
[**]
Mechanical Dimensions
[**]
Module to Host Card Mating and Assembly
[**]
Heat Sink Assembly
[**]
Optical Fibers and Interconnect
[**]
Labels and other Visual Requirements
[**]
+ 12V Supply
[**]
Supply Ripple Measurements
[**]
Power Consumption
[**]
Firmware/Hardware Revision
[**]
Module Upgrade
[**]
Basic Read and Write Operation
[**]
OIF Compliant Registers (Generic Registers)
Page 40
[**]
Acacia Specific Registers
[**]
[**]
Electrical Signals
[**]
MDIO Bus
[**]
Status/Control Pins
[**]
Resets
[**]
Transmit Interface
[**]
Receive Interface
[**]
Page 41
General Availability (G.A.)
The G.A. module should meet all Acacia Final Product Specifications. The test and acceptance procedures can follow Acaciaβs internal module DVT test and verification plan. This document will be provided to customers as a separate document with detailed test plans.
Page 42
Amendment No. 1
To
Strategic Partnering Agreement
This amendment entered into as of the 1st day of July 2013 (the βAmendmentβ), amends the Strategic Partnering Agreement, effective as of 8 March 2011 (βAgreementβ), by and between Acacia Communications, Inc., with a place of business at Three Clock Xxxxx Xxxxx, Xxxxx 000, Xxxxxxx, XX 00000, XXX (βAcaciaβ) and ADVA Optical Networking North America, Inc., with a place of business at 0000 Xxxxxxxxx Xxxxxxxxxx Xxxxxxxxx, Xxxxxxxx, XX 00000, XXX (βADVAβ), collectively the Parties.
1. | Amendment |
1.1 | Section 1 of the Agreement shall be amended by adding the following subsection: |
βAffiliatesβ means any company which is owned or controlled directly or indirectly by a Party hereto as to fifty percent (50 %) or more of the issued share capital and/or voting rights or which owns or controls directly or indirectly a Party hereto by fifty percent (50 %) or more of the issued share capital and/or voting rights. Insofar, the terms Acacia and ADVA under this Agreement shall apply to and cover their respective Affiliates as well.
1.2 | Subsection 4.1 of the Agreement shall be deleted in its entirety and the following shall be inserted in lieu thereof: |
4.1 Scope. From the Effective Date this Agreement shall govern the non-exclusive purchase and sale of Products between the Parties and the license of certain associated Software provided by Acacia to ADVA. Any default or breach of any of the provisions of this Agreement by any of the Partiesβ respective Affiliates shall be deemed to be a default of the respective Party and the Parties agree to be fully liable for the acts and omissions of their Affiliates.
Acacia further agrees to provide Products to ADVAβs contract manufacturers under the same terms and conditions, including prices, as agreed between Acacia and ADVA in this Agreement, but solely for resale by such contract manufacturers to ADVA.
Amendment No. 1 to Strategic Partnering Agreement | Page 1 of 4 |
1.3 | Subsection 4.3.4 of the Agreement shall be deleted in its entirety and the following shall be inserted in lieu thereof: |
In the event Acacia is not able to meet the Delivery Date or quantities stated on the Purchase Order, Acacia shall notify ADVA within the [**] business days period of the cause of the delay, measures proposed or taken to prevent or minimize the delay as well as the timetable for implementing such measures, and provide a new Delivery Date which shall not exceed the contractually agreed Lead Time plus another [**] days, unless there is a documented supply chain disruption or force majeure condition in which case, if not otherwise mutually agreed between the Parties in writing, the new Delivery Date shall not exceed the contractually agreed Lead Time plus another [**] days after the supply chain disruption or force majeure condition has ended.
1.4 | Section 4 of the Agreement shall be amended by adding the following subsection: |
(a) | Upon notification by Acacia to not renew the Agreement pursuant to Section 9.1, ADVA shall have the right to, within [**] months from the last day on which Acacia may submit such notification prior to the then current term (βLast Time Buy Order Periodβ), place Last Time Buy Purchase Orders (βLast Time Buy Ordersβ) with Acacia for Products at the then existing contract prices, lead times, and other delivery obligations. Acacia will accept such Last Time Buy Orders. ADVA may place Last Time Buy Orders if at the time of placing the order a documented supply chain disruption or force majeure event exists with the understanding that the delivery will be limited or delayed due to such conditions pursuant to section 4.3.4. |
(b) | ADVA shall place Last Time Buy Orders with a Delivery Date not to exceed [**] months from the ending date of the Last Time Buy Order Period. If during the Last Time Buy Order Period a documented supply chain disruption or force majeure condition occurs the Last Time Buy Order Period shall be extended by the time during which the disruption or condition prevents the delivery of ordered Products. |
(c) | In the event Acacia does not fulfill accepted or deemed accepted Last Time Buy Orders, then Acacia shall transfer to ADVA those portions of Acaciaβs Intellectual Property for Products which ADVA has procured from Acacia, up to and including the date where Last Time Buy Orders were not fulfilled, as long as ADVA becomes and then remains a beneficiary of the escrow agreement between Acacia and Iron Mountain. The escrow deposit materials contained in the escrow agreement shall provide all information and rights necessary to manufacture or have manufactured the Products to ensure that ADVA gets continued supply of the Products during the [**] month Last Time Buy Order Period plus the additional [**] month delivery |
Amendment No. 1 to Strategic Partnering Agreement | Page 2 of 4 |
period as defined in section 4.3.11 or until Acacia is willing and able to resume manufacturing Products for ADVA, which shall be determined at ADVAβs reasonable and good faith discretion and in accordance with Acaciaβs prior supply obligations under this Agreement. In connection with such transfer of Acaciaβs Intellectual Property, Acacia shall and hereby grants ADVA a limited, non-exclusive license to such Intellectual Property for the sole purpose of enabling ADVA to make or have made the Products. Such license will contain no rights to make derivative products. The transfer of the Intellectual Property for the above specified period shall be guaranteed by the escrow agreement between Acacia and Iron Mountain. The Parties undertake to jointly work on the implementation of the beneficiary sign on and to provide the details of the escrow deposit materials and the Acacia processes to provide required deposited materials updates. |
At its own costs, ADVA may, as beneficiary to the escrow agreement, request a level 2 escrow verification service from the escrow agent, Iron Mountain, which validates whether the relevant Products can be recreated from the documentation and files supplied in the escrow deposit, and provides the results and a complete list of the archived deposit materials to ADVA in order to allow ADVA to verify the archive for completeness and usability. Acacia shall remediate any discrepancies discovered by escrow agent or ADVA within [**] days after having been notified thereof and confirm in writing to ADVA at the end of this period that the discrepancies have been remediated.
(d) | For clarification purposes, the rights set forth in section 4.3.11 are independent from and in addition to the rights in section 4.3.10. Further, the events set forth in section 4.3.11 (a) shall not constitute a cancellation of open Purchase Orders nor shall they relieve Acacia from its obligation to immediately deliver to ADVA any Products owed under any Purchase Order made by ADVA, or in transit, prior to the receipt of the notification. |
(e) | For all Product units subject to Last Time Buy Orders the terms and conditions of the Agreement shall be deemed fully applicable and enforceable, as if the Agreement were still in place, in spite of the Products being ordered or delivered after the expiration or termination of the Agreement. |
1.5 | Subsection 9.1 of the Agreement shall be deleted in its entirety and the following shall be inserted in lieu thereof: |
Amendment No. 1 to Strategic Partnering Agreement | Page 3 of 4 |
1.6 | Subsection 9.4.3 of the Agreement shall be deleted in its entirety and the following shall be inserted in lieu thereof: |
9.4.3 Upon any expiration or termination of this Agreement for any reasons all rights and obligations of the parties hereunder shall cease including payment for any deliverables not already accepted by ADVA according to the Milestone Acceptance provisions of this Agreement. In any case the following shall survive: (a) payment obligations only for generally available products (does not apply to products still under development); (b) all remedies for breach of this Agreement; and (c) the provisions of Section 4.3.11 (Last Time Buy) unless ADVA is in material breach of this Agreement, 4.6 (RMA Procedure), 5 (Representations and Warranties), 6 (Intellectual Property), 7 (Confidentiality), 8 (Indemnity), 10 (Limitations of Liability), 11 (Miscellaneous) and this Section 9. Additionally, Acacia shall continue to provide warranty support as set forth above and any agreed maintenance support as required in 4.3.10 (Continued Availability, Product Support and Sparing).
2. | Miscellaneous |
2.1 | Definitions. Each initially capitalized term used herein without definition shall have the meaning ascribed to it such term in the Agreement. |
2.2 | Full Force of the Agreement. Except as expressly modified or amended by the terms of this Amendment, the Agreement and all provisions contained therein are, and shall continue to be, in full force and effect and shall henceforth, apply to this Amendment. |
ADVA Optical Networking North America, Inc. | Acacia Communications, Inc. | |||||||
Date: | 7/25/2013 | Date: | 7/23/2013 | |||||
Signature: | /s/ Xxxxx Xxxxxxxxxx | Signature: | /s/ Xxx Xxxxxxxxxxx | |||||
By: | Xxxxx Xxxxxxxxxx | By: | Xxx Xxxxxxxxxxx | |||||
Title: | Sr. Mgr. Strategic Procurement | Title: | President & CEO | |||||
Signature: | /s/ Xxxxxxx Xxx | |||||||
By: | Xxxxxxx Xxx | |||||||
Title: | VP Global Strategic Procurement |
Amendment No. 1 to Strategic Partnering Agreement | Page 4 of 4 |
Amendment No.2
To
Strategic Partnering Agreement
This amendmentβ entered into as of the 1st day of August 2013 (the βAmendmentβ), amends the Strategic Partnering Agreement, effective as of 8 March 2011 (βAgreementβ), by and between Acacia Communications, Inc., with a place of business at Three Clock Xxxxx Xxxxx, Xxxxx 000, Xxxxxxx, XX 00000, XXX (βAcaciaβ) and ADVA Optical Networking North America, Inc., with a place of business at 0000 Xxxxxxxxx Xxxxxxxxxx Xxxxxxxxx, Xxxxxxxx, XX 00000, XXX (βADVAβ), collectively the Parties.
1. | Scope |
1.1 | General. This Amendment shall only apply to development, purchase, and sale of the following versions of Acaciaβs 100G coherent optical modules: the 100G Coherent CFP, the 100G Coherent AC100LH MSA a product already developed and integrated into ADVA products and having conditional purchase commitments as part of this Amendment, and the 100G Coherent AC100LH MSA-SiPH (AC100LH with Silicon Photonics based PIC), any and all of which are hereafter referred to as the βProduct Versionsβ. |
1.2 | Activities. All Purchase Orders and other commercial activities resulting from this Amendment shall be governed by the Agreement unless otherwise defined herein. |
2. | Terms for Product Versions |
2.1 | Time-to-Market Timeline. The Parties will collaborate to ensure a successful integration of the Product Versions into ADVAβs system according to the agreed time-to-market timeline shown below: |
Amendment No. 2 to Strategic Partnering Agreement | Page 1 of 10 |
2.2 | Acacia Deliverables. Acacia agrees to |
(a) | Work with ADVA to ensure optimized performance in ADVAβs applications and, specifically, to solve any thermal issues. Should any Product Version enhancements be required the Parties will mutually agree on the actions required and such enhancements should have no impact on the agreed prices in this Amendment. |
(b) | Deliver various simulations, mechanical, thermal, electrical, and make best efforts to supply software models in data formats which are useful to ADVA. |
(c) | Provide ADVA access to test data resulting from Design Verification Testing (DVT). |
(d) | Provide ADVA access to qualification test data resulting from GR468 Telcordia qualification. |
(e) | Host regular engineering updates for reviewing progress against agreed to milestones. |
(f) | [**]. |
(g) | Assist ADVA to respond to carrier RFIs/RFPβs. |
(h) | Share Acacia product roadmap plans. |
[**]
These deliverables combined with special technical support and services are provided to Strategic Partners well ahead of other customers to enable a [**] month time to market advantage.
Amendment No. 2 to Strategic Partnering Agreement | Page 2 of 10 |
2.3 | ADVA Deliverables. ADVA agrees to |
(a) | Review advanced product specifications and provide timely technical feedback to ensure Acaciaβs Product Versions meet ADVAβs system requirements. |
(b) | Evaluate Hot Samples and Engineering Samples (βPre-Production Unitsβ), providing test results in a timely manner. |
(c) | Use best efforts to provide non-binding Product Versions volume production forecasts in support of Acaciaβs capacity planning. |
(d) | Commit to order [**] Pre-Production Units comprised of [**] Hot Sample units to satisfy design FW/HW testing compliant with Acaciaβs Advanced Product Specification at room temperature and [**] Engineering Sample units compliant with Acaciaβs Preliminary Product Specification. ADVA has the discretion to take delivery of the [**] Engineering Samples under waiver if the sample units do not meet Acaciaβs Preliminary Product Specification, or RMA the product back to Acacia for repair/replacement. |
(e) | Commit to purchase [**]% of all 100G Coherent ports for 2013 and 2014. The purchase share commitment is increased to [**]% of ADVAβs 100G Coherent CFP requirements for year 2014 only. |
(f) | In the event ADVA has to engage a customer requiring interoperability (and interoperability is the only factor limiting the sale) with a device that is not interoperable with Acacia, ADVA will give timely notice to Acacia and provide Acacia the opportunity to become interoperable or Acacia may forego the opportunity. The maximum time allowed for Acacia to offer an interoperable solution shall be determined by ADVA based on time-to-market considerations. ADVA shall also determine if an Acaciaβs proposed solution is deemed interoperable. |
(g) | [**]. |
2.4 | Termination and Schedule Changes. This Amendment may be terminated by either Party without penalty prior to a mutual agreement on product performance specifications and the subsequent placement of Purchase Orders by ADVA. Once Pre-Production Units Purchase Orders are placed by ADVA, changes to, or termination of this Amendment shall be done via a thirty (30) day written notice to the other Party and shall be according to one of the following cases: |
(a) | Failure to meet product specification - In the unlikely event that Acacia canβt deliver Product Versions to the agreed upon specification, either Preliminary Product Specification or Final Production Specification, within 16 weeks past the respective committed Schedule dates in Exhibit B, Acacia agrees to allow ADVA to terminate the Amendment upon ADVAβs written termination request. Acacia will credit ADVA for undamaged Pre-Production Units shipped upon their return and review under the RMA process. Any purchase obligations will be canceled when the Amendment is terminated. |
Amendment No. 2 to Strategic Partnering Agreement | Page 3 of 10 |
(b) | Schedule changes by Acacia - Should Acacia 100G Coherent CFP or AC100LH SiPH be delayed from the Schedule Dates listed in Exhibit-B, Acacia shall notify ADVA in writing. ADVA shall have the discretion to pursue one of the following options based on the impact of the delay: |
i. | Cancel the portion of the Amendment for the 100G Coherent CFP if Acacia is more than [**] late delivering Engineering Samples or GA production grade units; Acacia will credit ADVA for undamaged Pre-Production Units shipped upon their return and review under the RMA process. |
ii. | Cancel the portion of the Amendment for the 100G Coherent MSA-SiPH including purchase share commitments for AC100LH if Acacia is more than [**] late delivering Engineering Samples or GA production grade units; Acacia will credit ADVA for undamaged Pre-Production Units shipped upon their return and review under the RMA process. |
iii. | Assign the following consequences to the delayed Product Version and continue the Amendment: |
1. | 100G Coherent CFP - if Acaciaβs delivery dates for Engineering Samples (ES) or GA Production Sample Availability Date are more than 6 weeks late from the Schedule Dates listed in Exhibit-B, ADVA may reduce the purchase share commitment, for the term of this Amendment, on the 100G Coherent CFP accordingly: |
β’ | >[**] delayed from ES or GA Date - Reduce purchase share commitment from [**]% to [**]%; |
β’ | >[**] delayed from ES or GA Date - Reduce purchase share commitment from [**]% to [**]%; |
β’ | >[**] delayed from ES or GA Date - Reduce purchase share commitment from [**]% to [**]%. |
2. | AC100 LH SIPH - if Acaciaβs delivery of General Availability (GA) units is delayed |
β’ | beyond [**], the Q3CY14 AC100LH price shall be reduced to $[**] USD each; |
β’ | beyond [**], the Q3CY14 AC100LH price shall be $[**] USD each; |
β’ | [**] if GA on or before [**]. |
3. | In addition to the above price reductions, section 2.4.(b)(iii)(2), ADVA may reduce its purchase share commitment for the AC100LH w/SiPH and the AC100LH from [**]% to [**]% if GA is not declared by Acacia on or before [**]. |
Amendment No. 2 to Strategic Partnering Agreement | Page 4 of 10 |
(c) | Termination by ADVA - After ADVAβs placement of Purchase Orders for Pre-Production Units, should ADVA terminate this Amendment without cause Acacia may deliver the [**] Pre-Production Units and accept payment from ADVA according to the agreed payment terms in the Agreement. Alternately ADVA and Acacia may agree on a cash payment to Acacia equal to [**]% of the undelivered Purchase Order(s) amount up to [**] Pre-Production Units and further delivery of Products to ADVA is not required. |
(d) | Termination by Acacia - In the case Acacia wants to terminate this Amendment then ADVA may cancel all undelivered Pre-Production units without payment or penalty. Acacia shall credit the full purchase price for any Pre-Production Products already delivered to ADVA, following receipt and review of the Products under an RMA. |
3. | Miscellaneous |
3.1 | Definitions. Each initially capitalized term used herein without definition shall have the meaning ascribed to it such term in the Agreement. |
3.2 | Full Force of the Agreement. Except as expressly modified or amended by the terms of this Amendment, the Agreement and all provisions contained therein are, and shall continue to be, in full force and effect and shall henceforth, apply to this Amendment. |
3.3 | Exhibits. This Amendment is supplemented by the following exhibits which which shall be deemed to be an integral part of this Amendment: |
β’ | Exhibit A - High level Product specifications for 100G Coherent CFP |
β’ | Exhibit B - Milestone-based Product development schedule for the 100G Coherent CFP |
β’ | Exhibit C - Strategic Partner Price Matrix for 100G Coherent CFP |
β’ | Exhibit D - Strategic Partner Price Matrix for 100G AC100LH and AC100LH SiPH |
Amendment No. 2 to Strategic Partnering Agreement | Page 5 of 10 |
ADVA Optical Networking North America, Inc. | Acacia Communications, Inc. | |||||||
Date: | 8/9/2013 | Date: | 8/5/2013 | |||||
Signature: | /s/ Xxxx Xxxxxxx | Signature: | /s/ Xxx Xxxxxxxxxxx | |||||
By: | Xxxx Xxxxxxx | By: | Xxx Xxxxxxxxxxx | |||||
Title: | VP R&D WDM | Title: | President & CEO | |||||
Date: | 9th August 2013 | |||||||
Signature: | /s/ Christoph Glingener | |||||||
By: | Christoph Clingener | |||||||
Title: | CTO |
Amendment No. 2 to Strategic Partnering Agreement | Page 6 of 10 |
Exhibit A β 100G Coherent CFP target specifications
100G Coherent CFP | ||
Parameter | Specification | |
Data Rate | [**] | |
Modulation Format | [**] | |
Client interface | [**] | |
Form Factor | [**] | |
Power Consumption | [**] | |
Reach | [**] | |
Transmitter | [**] | |
Channel Spacing | [**] | |
Output Power | [**] | |
Receiver Sensitivity | [**] | |
OSNR Sensitivity | [**] | |
PMD Tolerance | [**] | |
CD Tolerance | [**] | |
Latency | [**] |
Amendment No. 2 to Strategic Partnering Agreement | Page 7 of 10 |
Exhibit B β 100G Milestone Schedule
100G Coherent CFP Program Milestones | Schedule Date | NRE (k$) | ||
Thermal models (FloTHERM) | [**] | N/A | ||
Advanced Product Specifications | [**] | N/A | ||
Deliver Hot Samples (HS) | [**] | N/A | ||
Preliminary Product Specification | [**] | N/A | ||
Deliver Engineering Samples (ES) | [**] | N/A | ||
Final Product Specification | [**] | N/A | ||
GA production samples available | [**] | N/A | ||
[**] | $0K |
AC100LH w/SIPH Program Milestones | Schedule Date | |
Advanced Product Specifications | [**] | |
Deliver Hot Samples (HS) | [**] | |
Preliminary Product Specification | [**] | |
Deliver Engineering Samples (ES) | [**] | |
Final Product Specification | [**] | |
GA production samples available | [**] |
Note: Schedule based on PIC qualification and ADVA/Acacia mutually agree on specification
[**].
Amendment No. 2 to Strategic Partnering Agreement | Page 8 of 10 |
Exhibit C β 100G Coherent CFP Strategic Partner Budgetary Pricing
100G Coherent CFP β Strategic Partner Pricing | ||||||||
[**] | ||||||||
Product | Pre-prod. | 1H CY | 2H CY | |||||
AC100-M | [**] | [**] | [**] | |||||
Notes: | Pre-production = anything shipped prior to GA | |||||||
Price is based on ship date |
100G Coherent CFP ramp plan | ||||||
Delivery Date | [**] | [**] | [**] | |||
Product status | [**] | [**] | [**] | |||
Specification | [**] | [**] | [**] | |||
Quantity | [**] | [**] | [**] | |||
Price | [**] | [**] | [**] | |||
Warrant | [**] | [**] | [**] |
Note: Lead time for GA product is [**], Pre-GA is [**]
Amendment No. 2 to Strategic Partnering Agreement | Page 9 of 10 |
Exhibit D β 100G Coherent AC100LH Strategic Partner Budgetary Pricing
100G Coherent L HMSA β Strategic Partner Pricing | ||||||||||
2H-2013 | 1H-2014 | 2H-2014 | ||||||||
Q3CY13 | Q4CY13* | Q1CY14 | Q2CY14 | |||||||
AC100-LH | [**] | [**] | [**] | [**] | [**] | |||||
AC100-LH SIP | [**] | [**] | [**] |
Notes:
β’ | [**] price is approved for all new orders placed after [**] |
β’ | SiP or SIPH indicates Silicon Photonics integrated optical circuit for transmit and receive optics. |
β’ | 100G Coherent AC100LH w/SiPH, Pre-Production Units will be shipped at $[**] |
Amendment No. 2 to Strategic Partnering Agreement | Page 10 of 10 |
Amendment No.3
To
Strategic Partnering Agreement
This amendment, entered into as of the 7th day of March 2014 (the βAmendmentβ) amends the Strategic Partnering Agreement (the βAgreementβ) by and between Acacia Communications, Inc., with a place of business at Three Clock Xxxxx Xxxxx, Xxxxx 000, Xxxxxxx, XX 00000, XXX (βAcaciaβ) and ADVA Optical Networking North America, Inc., with a place of business at 0000 Xxxxxxxxx Xxxxxxxxxx Xxxxxxxxx, Xxxxxxxx, XX 00000, XXX (βADVAβ), collectively the Parties.
1. | Scope |
1.1 | General. This Amendment applies to the development, purchase, and sale of the [**] into [**]. |
1.2 | Activities. Ail Purchase Orders and other commercial activities resulting from this Amendment shall be governed by the Agreement unless otherwise defined herein. |
2. | Definitions and Terms |
2.1 | Definitions |
(a) | βAdvanced Product Specificationβ - Acaciaβs committed specification regarding base line performance for the final production release of the [**]. |
(b) | βPreliminary Product Specificationβ - [**] product specification which possibly includes improvements or new features to the Advanced Product Specification at the time of tape out when the design is complete and sent to the foundry for fabrication. For purposes of this Amendment the product performance improvements and/or new features must not reduce or otherwise impede product performance as defined in the mutually agreed Advanced Product Specification unless agreed in writing by ADVA |
(c) | βFinal Product Specificationβ - A mutually agreed detailed [**] product specification for the production released version of [**]. The Final Product Specification is warranted. For purposes of this Amendment the product performance improvements and/or new features must not reduce or otherwise impede product performance as defined in the mutually agreed Advanced Product Specification unless agreed in writing by ADVA. |
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(d) | βPre-Production Unitβ - Engineering samples of Acacia [**] which are compliant to the Preliminary Product Specification but having not been fully qualified according to industry standard methods as defined in the Preliminary or Final Product Specifications. |
(e) | βProduction Unitβ - [**] having a design which has successfully passed all specified qualification tests and declared by Acacia to be fully released to production, warranted, and compliant to the Final Product Specification. Production Units are also commonly referred as βGA Unitsβ. |
(f) | AC400-T Module - Acacia optical transceiver product based on the [**]. This module is fully integrated with optics, control, and communications circuitry. For purposes of this Amendment it may be purchased by ADVA to establish baseline performance capabilities of the [**]. |
2.2 | Time-to-Market Timeline. The Parties will collaborate to ensure a successful integration of the [**] into ADVAβs system according to the agreed time-to-market timeline shown below: |
2.3 | Acacia Deliverables. Acacia agrees to: |
(a) | Consider certain ADVA requirements to be designed into the product (nonexclusive) so long as they do not add excessive risk, schedule and cost to the program. |
(b) | Provide [**], if requested by ADVA, as well as the associated evaluation board (EVB) at mutually agreed prices. |
(c) | Provide Advanced, Preliminary and Final Product Specifications. |
(d) | Provide Pre-Production Units of [**] as specified in 2.4. |
(e) | Provide design consultation and reference designs for [**] solution. |
(f) | Provide Acaciaβs standard API (Application Programming Interface) software and associated technical support for the [**] for purposes of configuring the device to integrate in ADVAβs system. |
(g) | Deliver, as needed, various simulations and [**] test results regarding: mechanical, thermal, electrical, and optical performance. |
(h) | Provide ADVA access to qualification test data resulting from [**] component qualification tests. |
(i) | Host regular engineering updates with ADVA for reviewing progress against agreed milestones. |
[**]
The Acacia deliverables, combined with special technical support and services, are provided to ADVA and other βStrategic Partnersβ well ahead of other customers.
2.4 | ADVA Deliverables. ADVA agrees to: |
(a) | Use the Acacia [**] in [**] of Advaβs [**] customer applications in [**] and [**] at the agreed upon price. |
(b) | Good faith [**] to negotiate with Acacia by [**] a future Strategic Partnering Amendment for Acaciaβs [**] for inclusion into ADVAβs design for the [**]. Failure to reach such agreement regarding the [**] shall not result in changes to this Amendment #3. |
(c) | ADVA will purchase and take delivery of [**] samples at unit price USD [**]. |
(d) | ADVA will purchase and take delivery of [**], fully qualified, released to production [**] at unit price [**]. |
(e) | ADVA has the option to purchase [**] (including a [**]) at price [**]. |
(f) | Once qualified, ADVA will add the new [**] part number to the current Strategic Partnering Agreementβs list of approved products. |
2.5 | Termination and schedule delays,. Approval of this Amendment by both Parties signifies that the Advanced Product Specification in Exhibit-A is mutually agreed in writing. Changes to, or termination of, this Amendment shall be done via a thirty (30) day written notice to the other Party and shall be according to one of the following cases: |
(a) | Termination for cause: Acaciaβs failure to meet product specification. In the unlikely event that within eight (8) weeks past the respective committed scheduled product Delivery Dates shown in Exhibit-B: (i) Acacia canβt deliver [**] to |
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the agreed upon specification, be it either Pre-Production Unit samples in compliance to the Advanced or Preliminary Product Specifications or Production Units in compliance to the Final Production Specification, or (ii) Acaciaβs Preliminary or Final Product Specifications are not supporting the performance and/or features as described in the mutually agreed Advanced Product Specification and ADVA has does not accept the Acacia proposed changes to these Specifications, then in either such case Acacia agrees to allow ADVA to terminate the Amendment without penalty. Any remaining purchase obligations including undelivered [**] samples or Production Units may, at ADVAβs sole discretion, be canceled free of penalty upon termination of this Amendment. |
(b) | Termination for cause; Acaciaβs schedule delays. As soon as Acacia knows or reasonably believes the [**] Production Unit Release Date (GA), [**] Tapeout, or [**] Sample Delivery to ADVA milestones be delayed by more than eight (8) weeks from the Schedule date listed in Exhibit-B, Acacia shall notify ADVA in writing. ADVA shall have the discretion to pursue one of the following options based on the impact of the delay. |
i. | Cancel this Amendment via written notification and, at its sole discretion, immediately cancel any remaining purchase obligations as required by this Amendment and/or open Purchase Orders for the [**], free of penalty, including undelivered [**] samples. |
ii. | Choose to not cancel this Amendment, but instead mutually agree with Acacia on lower production prices for the 2015 and 2016 calendar years as partial compensation for delaying ADVAβs time to market with the 2x200G Flexponder Line Card. |
(c) | Termination by ADVA without cause. If ADVA terminates this Amendment without cause then Acacia may deliver all mandatory ADVA purchases listed in 2.4 c, d, e, f and g of this Amendment and accept payment from ADVA according to the agreed payment terms in the Agreement. Alternately, ADVA and Acacia may agree on a cash payment to Acacia equal to fifty percent (50%) of the agreed price for undelivered mandatory purchase items in 2.4 and further delivery of Products to ADVA is not required. |
(d) | Termination by Acacia without cause. If Acacia terminates this Amendment without cause then ADVA may cancel all undelivered [**] units, be they Pre-Production or Production Units, without payment or penalty. Furthermore, Acacia shall credit to ADVA the full purchase price for any Pre-Production or Production Units of [**]s and associated evaluation boards (EVBs) having been already delivered to and paid by ADVA. |
3. | Miscellaneous |
3.1 | Definitions. Each initially capitalized term used herein without definition shall have the meaning ascribed to it such term in the Agreement. |
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3.2 | Full Force of the Agreement. Except as expressly modified or amended by the terms of this Amendment, the Agreement and ail provisions contained therein are, and shall continue to be, in full force and effect and shall henceforth, apply to this Amendment. |
3.3 | Exhibits. This Amendment is supplemented by the following exhibits which shall be deemed to be an integral part of this Amendment: |
β’ | Exhibit A - Denali [**] Advanced Product Specification |
β’ | Exhibit B - Denali [**] Milestone Schedule |
β’ | Exhibit C - Denali [**] Strategic Partner Pricing |
ADVA Optical Networking North America, Inc. | Acacia Communications, Inc. | |||||||
Date: | 3/5/2014 | Date: | 3/5/2014 | |||||
Signature: | /s/ Xxxx Xxxxxxx | Signature: | /s/ Xxx Xxxxxxxxxxx | |||||
By: | Xxxx Xxxxxxx | By: | Xxx Xxxxxxxxxxx | |||||
Title: | VP R&D WDM | Title: | President & CEO | |||||
Date: | 9th August 2013 | |||||||
Signature: | /s/ Christoph Glingener | |||||||
By: | Christoph Clingener | |||||||
Title: | CTO |
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Exhibit A β Denali [**] Advanced Product Specification
Denali [**] Specification | ||||||
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Exhibit B β Denali [**] Milestone Schedule
Program Milestones | Date | Notes | ||
SIS/API Advanced Spec #1 | [**] | |||
Advanced ASIC Specification - Preliminary Pinout/ Floor Plan, Clocking, Power Supplies, uP & Management Interface | [**] | [**] | ||
ASIC_ [**] Reference Design | [**] | [**] | ||
SIS/API Advanced Spec #2 | [**] | |||
Prelimninar ASIC Specification - Final Ball Map, Power Supply / Clocking, Pin Descriptions | [**] | [**] | ||
Delphi Model | [**] | |||
Ibis-AMI | [**] | |||
5 Denali ASIC Samples | [**] | [**] | ||
1 Denali ASIC Eval Board if Purchased | [**] | |||
[**] | [**] | [**] | ||
[**] | [**] | [**] | ||
[**] | [**] | [**] |
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Exhibit C - Denali [**] Strategic Partner Pricing
Denali-ASIC Pricing | ||||||||
Period | [**] | [**] | [**] | |||||
Pre-production | [**] | |||||||
2015 Price | [**] | [**] | [**] | |||||
2016 Price | [**] | [**] | [**] | |||||
Notes: | Prototypes = combination of Hot Samples and Engineering Samples | |||||||
Pre-production = units shipped prior to GA |
Notes:
1. Prices listed are βnot to exceedβ prices and may be discussed or altered at any time by mutual agreement between the Parties.
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