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EXHIBIT 10.13
ADDENDUM NO 2
to the
Development Agreement of 23.12.1996 regarding the development of a Tunable Laser
Source Module, amended by an Addendum of 30.10.1997
by and between
AGILENT TECHNOLOGIES
DEUTSCHLAND GMBH
Herrenberger ▇▇▇. ▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇
hereinafter referred to as "AGILENT"
and
NEW FOCUS INC.
▇▇▇▇ ▇▇▇▇▇ ▇▇▇.
▇▇▇▇▇ ▇▇▇▇▇ ▇▇
U.S.A.
hereinafter referred to as "New Focus"
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WHEREAS, New Focus developed a tunable laser module for AGILENT known as the
"Happy module" under the Development Agreement of 23.12.1996, amended of
30.10.1997 (hereinafter "the Development Agreement").
WHEREAS, the parties wish to develop a version of this module that provides more
power, referred to hereinafter as the "TL1502 Module" as well as an
L-band version, referred to hereinafter as the "TL1601 Module" (together
hereinafter called "Monet Module").
NOW THEREFORE, the parties agree as follows:
1. DEVELOPMENT AGREEMENT AND THIS ADDENDUM
If not expressly stated to the contrary herein, all provisions set forth
in the Development Agreement of 23.12.1996 and the Addendum of
30.10.1997 shall fully apply to this Addendum No 2 and shall remain in
full force and effect.
With respect to the penalty clause set forth in section 5.2 of the
Addendum 1 to the Development Agreement regarding the Happy Module,
AGILENT agrees not to enforce such clause with respect to any delays
having occurred before the date of this Addendum (altogether $[*];
[*] Dollars).
2. AMENDMENTS REGARDING THE DEVELOPMENT AGREEMENT
2.1 PRICES AND RAMP-UP
In amendment of Schedule 1 A.) 5. Of the Development Agreement of
23.12.1996, the parties agree on an initial per unit price ("AGILENT
Purchase Price") of $[*]-([*] U.S. Dollars) for the Happy Module. The
parties agree that this price shall not be increased in case the initial
AGILENT U.S. List Price increases or decreases.
AGILENT agrees to purchase [*] "Modules" from New Focus prior to March
2000. A "Module" is defined as a Happy Module or a Monet Module.
2.2 DELIVERY MILESTONES
2.2.i New Focus shall deliver the Happy Module according to the following
delivery milestones.
[*]
[*] 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.
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It is hereby agreed that the deliveries of the Happy Module as of the
date of signing of this Addendum are in full compliance with the
delivery milestones listed above.
From December 1999 on, the parties take into account a rolling three
months window (further delivery milestones after March 2000 will be
agreed to in a separate purchase agreement). The numbers of units
delivered by New Focus will be reviewed on a monthly basis. If the total
number for one month is below the numbers agreed to this respective
month, New Focus will have a two months period to bring the total number
of units back to the number agreed to for the respective three months
period.
2.2.ii In the event that New Focus fails to deliver the number of units agreed
to for a three months period, AGILENT may terminate this Agreement upon
90 days notice.
AGILENT may also terminate this Addendum without notice if New Focus
fails to deliver the first PM beta unit by February 29, 2000 or fails to
deliver the first PM production unit by March 31st, 2000.
AGILENT must inform New Focus that AGILENT wishes to terminate the agreement in
writing within 60 days of failure by New Focus to deliver. If AGILENT fails to
do so, then AGILENT's right to terminate will lapse until the next trigger event
occurs.
2.3 QUALITY TRIGGER (HAPPY MODULE)
Regarding the Annualized Failure Rate (AFR) as defined in schedule 7,
the parties will monitor a 6 months rolling average starting in June
2000. The parties will notify each other in writing every month of the
six month rolling average of the AFR.
Regarding the rate of Defect on Arrival (DOA) as defined in schedule 7,
the parties will measure a rolling three months average starting in
December 1999. The parties will notify each other in writing every month
of the three month rolling average of the DOA.
In the event that the following trigger events apply, AGILENT may
terminate this Addendum to the Development Agreement upon 90 days prior
notice:
- the six month rolling average of the AFR is above [*]%
- the three month rolling average of the DOA exceeds [*]%
AGILENT must inform New Focus in writing within 60 days of the occurrence of the
above trigger events that AGILENT wishes to terminate the agreement. If AGILENT
fails to do so, then AGILENT's right to terminate will lapse until the next
trigger event occurs.
[*] 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.
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2.4 TRANSITION
In the event that this Addendum will be terminated according to Article
2.2, 2.3,5,6,7 or according to any provision regarding the Monet Module
herein, New Focus agrees to provide the following documents and
transition services to AGILENT:
i. complete transfer of all R&D documentation regarding the Products
of the Development Agreement and this Amendment.
ii. transfer of SW source code
iii. transfer of all Manufacturing documentation
iv. transfer of supply chain access and documentation
v. [*] months engineering support (Mr. [▇▇▇ ▇▇▇] or an equivalent
engineer)
vi. [*] months phone support after transfer is complete
vii. New Focus agrees to bridge the production up to [six] months
during transfer of documents and processes.
viii. New Focus agrees to transfer all unique production tools and
fixtures plus any testcode.
ix. It is agreed that the guaranteed purchase price for the capped
diode will a) include a [*]% gross margin to New Focus and b)
the cost of coating used in this calculation will not exceed
$[*]. The price to AGILENT for the coated and capped diode will
therefore be according to the following formula: (Actual laser
diode cost + coating cost max.$[*]) / ([*]) The supply of
the capped diode is guaranteed for a period of one year after
termination.
3. DEVELOPMENT OF THE MONET MODULE
New Focus agrees to develop a Tunable Laser Source Module (including
hard- and software), hereinafter "Monet Module", which is described in
greater detail in the specifications in Schedule 1 hereto, as well as to
manufacture prototypes and produce units whilst adhering to the project
schedule as set forth in Schedule 2 hereof.
4. BREAK-DOWN OF COSTS / REMUNERATION FOR THE MONET MODULE
4.1 In return for the services outlined in Article 3 above, AGILENT shall
effect payment in installments as laid out in Section3. "Payment
Criteria" of Schedule 1 according to the development phases for hardware
and software described in 2 Sections 2. A-B of Schedule 1 hereto. The
payments shall become due and payable in accordance with the terms and
conditions outlined in Section3. "Payment Criteria" of Schedule 1.
4.2 A) AGILENT agrees to an initial payment to New Focus of [*] U.S. Dollars
($[*]) within 30 days of the execution of this Addendum in order to
ensure timely manufacturing and delivery of the Monet Module by New
Focus. This sum represents [*]% of the total developmental amount of [*]
[*] Certain information on this page has been omitted and
filed separately with the Commission. Confidential treatment
has been requested with respect to the omitted portions.
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U.S. dollars ($[*]) which Agilent is hereby obligated to pay according
to the terms and of this Addendum and the schedules attached hereto for
the development of the Monet Module. This sum is in addition to any
contract amounts which Agilent has previously agreed to pay New Focus
(See for Example: Section 4 of the Addendum No. 1 of 30.10.1997 to the
Development Agreement.)
B) The initial and subsequent payments for the Monet Module set forth
above in Section 4.2A and which are detailed in the attached schedules
1-2 shall be subject to New Focus providing AGILENT a performance
guarantee of [*] U.S. Dollars ($[*]) from an internationally recognized
Bank. This subsection shall, for the Monet Module, supercede and replace
the guarantees set forth in Section 5 of Addendum No 1 of 30.10.1997 to
the Development Agreement.
C) The parties agree on an initial per unit price for the Monet Module
(either for the TL1502 or the TL1601 single mode fiber version) of $[*]
for the first [*] units and for any further unit $[*], as well as for
the PM-Version of these Modules $[*]. The parties agree that this price
shall not be increased within the first year after delivery of the first
production unit. The parties to this Addendum will renegotiate the per
unit price one year after acceptance by AGILENT of the first units of
Monet Modules produced under this Addendum. New Focus shall work
continuously on reducing the cost of the products. Any share of cost
advantages will be part of a future procurement agreement.
4.3 The production and delivery of the Monet Modules shall be subject to a
separate Framework Purchase Agreement. The parties shall negotiate such
terms and conditions and have an agreement in place 2 months before the
first product shipment. This agreement shall contain the ramp up
quantities for the first six months of production. The target capacity,
without any commitment herein, is intended to be in total (for SMF/PC,
SMF/APC, PMF/PC; PMF/APC) [*] units up to [*] per year.
5. DEVELOPMENT
5.1 The prototypes as well as the software of the Monet Modules shall be
manufactured and developed by New Focus in accordance with the project
schedule (Schedule 2 to this Addendum No 2) and the development phases
contained therein as well as in Schedule 1.
5.2 AGILENT may terminate this Addendum upon 90 days notice if New Focus
fails to deliver the TL1502 prototype and production unit as well as the
TL1601 prototype and production unit as defined in section 2 of schedule
1 of this Addendum, until 3 months after the milestones as defined in
Schedule 2 of this Addendum. Article 2.4 ("Transition") shall apply
accordingly.
Agilent must inform New Focus in writing of Agilent's intention to terminate the
agreement within 60 days of the occurrence of the failure by New Focus to
deliver the TL1502 and TL1601 prototype and production units. If AGILENT fails
to do so, then AGILENT's right to terminate
[*] 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.
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will lapse until the next trigger event occurs.
6. QUALITY TRIGGER (MONET MODULE)
Regarding the Annualized Failure Rate (AFR) as defined in schedule 7,
the parties will monitor a 6 months rolling average starting 6 months
after the first production unit is delivered. The parties will notify
each other in writing every month of the six month rolling average of
the AFR.
Regarding the rate of Defect on Arrival (DOA) as defined in schedule 7
the parties will measure a rolling three months average starting three
months after the first production unit is delivered. The parties will
notify each other in writing every month of the six month rolling
average of the AFR.
In the event that the following trigger events apply, AGILENT may
terminate this Addendum upon 90 days notice:
- the six month rolling average of the AFR is above [*]%
- the three month rolling average of the DOA exceeds [*]%
- the absolute number of DOA is higher than 3 during the first
three months after the delivery of the first production unit.
AGILENT must inform New Focus in writing within 60 days of the occurrence of a
trigger event that AGILENT wishes to terminate the agreement. If AGILENT fails
to do so, then AGILENT's right to terminate will lapse until the next trigger
event occurs.
7. RIGHTS OF USE
7.1 All rights of use set forth in Section 11 of the Development Agreement
of 23.12.1996 granted to AGILENT regarding the Happy Modules under the
Development Agreement shall remain in full force and effect and shall
not be amended in any way by this Addendum. Only with respect to the
Monet Modules being subject of this Addendum, section 11.1 shall be
amended as follows.
7.2 AGILENT is hereby vested with an irrevocable, exclusive, transferable
distribution right regarding the Monet Modules (including software, the
respective prototypes, the production units and any and all parts
including, but not limited to any building blocks) in their respective
state of process, such right being unlimited with respect to time,
contents and geographical scope.
7.3 It is the intent of the parties that the manufacturing and supply of the
Monet Module be performed for AGILENT exclusively by New Focus provided
that the quality, timeliness
[*] 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.
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of delivery of the Monet Modules as supplied by New Focus meet the
commitments made herein. The parties will establish an escrow account to
protect AGILENT in the event that New Focus is unable to meet its
commitments under this Addendum, or in the event that the agreement is
terminated under section 2, 5 or 6. The terms of the escrow account are
set forth below in subsections 7.3 i to v.
7.3.i As soon as available, New Focus shall deposit any
prototypes and/or parts of them as well as any
documentation with the latest version of the source code
regarding the AGILENT-specific development result and
update such deposits in escrow with a mutually agreeable
escrow trustee. AGILENT shall bear the costs of the
escrow trust.
The provisions applicable to the deposit of source code by New
Focus shall be as follows:
In the event that one or more of the following trigger
events apply AGILENT is automatically vested with an
irrevocable, transferable, non-exclusive production
right regarding the Products under this Addendum.: New
Focus
a. is no longer able to meet its maintenance and support
contract obligations to AGILENT, provided that the
cessation of maintenance services is not solely
attributable to the failure of the licensee to make
timely payment of any charges under such maintenance
contract;
b. has ceased to do business;
c. has ceased to produce the Products specified in
Schedule 1 hereto;
d. has significantly changed its quality management in
such a way that it becomes unacceptable to AGILENT
(e.g. audit reasons, administrative or governmental
regulations) or if the Modules will not reach an
acceptable level and if after AGILENT informs New
Focus in writing New Focus fails to remedy such
quality deficiency within 90 days;
e. has increased prices of the Products specified in
Schedule 1 hereto by more than [*]%;
f. has become insolvent, suffers or permits the
appointment of a receiver for its business or assets
or becomes subject to, any bankruptcy proceedings or
any statute relating to insolvency or the protection
of rights of creditors.
[*] 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.
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7.3.ii The escrow trustee shall follow the procedures set forth
herein below:
- Escrow trustee shall promptly notify New Focus of the
occurrence of the Release Condition and shall provide
to New Focus a copy of AGILENT's notice to escrow
trustee. "Release Condition" for the purposes of this
Agreement shall mean all of the trigger events
described above.
- If the escrow trustee does not receive Contrary
Instructions, as defined below, from New Focus within
thirty (30) days following escrow trustee's delivery
of a copy of such notice to New Focus, Escrow trustee
shall deliver a copy of the source code to AGILENT.
"Contrary Instructions" for the purposes of this
subclause shall mean the filing of written notice with
escrow trustee by New Focus, with a copy to AGILENT
demanding delivery, stating that the Release Condition
has not occurred or has been cured.
- If Escrow trustee receives Contrary Instructions from
New Focus within thirty (30) days of the giving of
such notice to New Focus, Escrow trustee shall not
deliver a copy of the Source Material to AGILENT, but
shall continue to store the source code until:
a) otherwise directed by New Focus and AGILENT
jointly;
b) Escrow trustee has received a copy of an order of a
court of competent jurisdiction directing Escrow
trustee as to the disposition of the Source
Material; or
c) Escrow trustee has deposited the source code with a
court of competent jurisdiction or a Trustee or
receiver.
7.3.iii Upon receipt of Contrary Instructions from New Focus,
escrow trustee shall have the absolute right, at escrow
trustee's election to file an action in interpleader
requiring the New Focus and AGILENT to answer and
litigate their several claims and rights amongst
themselves.
7.3.iv Upon execution of this Addendum, AGILENT shall be
granted, at no charge, a non-exclusive,
non-transferable, irrevocable and perpetual right of
utilization to the deposited source codes. AGILENT may
only exercise
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its rights under this license and use the source code in
the event that the requirements of subclause 7.3.ii are
met.
7.3.v Prior to depositing the source codes, AGILENT may
inspect the source material to assure itself of the
quality thereof and of the fact that they are complete.
7.4 New Focus grants to AGILENT a non-exclusive, worldwide, transferable and
irrevocable license to all international property rights in the Monet
Module which are owned by New Focus, copyrights included, Said grant
will be provided royalty free for the Monet Modules sold to AGILENT by
New Focus. Said grant will be provided under the royalty provisions set
forth in subsection 7.7 hereof for Monet Modules not sold by New Focus
to AGILENT..
7.5 AGILENT grants to New Focus a non-exclusive, transferable, irrevocable
production and distribution right regarding the optoblock as defined in
Schedule 3. New Focus will pay to AGILENT a royalty of $[*] for the
first [*] and $[*] for any further sold optoblock. In the event of an
acquisition of New Focus, New Focus will be allowed to produce the
optoblock under the same agreement. AGILENT grants to New Focus a
non-exclusive, non-transferable, irrevocable production and distribution
right regarding the Digital/analog part as defined in Schedule 3. The
rights granted shall be revocable if New Focus will be taken over by
competitors as defined in Article 8.2 of this Addendum.
7.6 AGILENT grants to New Focus a non-exclusive, non-transferable,
irrevocable production and distribution right regarding the
Computing/interface part as defined in Schedule 3. New Focus will pay to
AGILENT a royalty of $[*] for each sold Computing/interface part. The
rights granted shall be revocable if New Focus will be taken over by
competitors as defined in Article 8.2 of this Addendum.
7.7 In the event of termination of this Addendum by AGILENT, AGILENT will
pay to New Focus a royalty for the Monet Module based on AGILENT's net
revenues for Monet or other modules which are based on the optoblock as
defined in schedule 3 of this Addendum or other modules which are based
on the optoblock as defined in schedule 3 of this Addendum per calendar
year as follows:
- 2000: [*]%
- 2001: [*]%
- 2002: [*]%
- 2003 and onward: [*]%
The above royalty payments will not be due in case that one or more of
the trigger events mentioned in Article 7.3i a-f apply.
In case that this Addendum will be terminated by AGILENT because of
Article 7.3.i.a-f, AGILENT agrees to pay a royalty of $[*] for each unit
of the Monet Modules built after
[*] Certain information on this page has been omitted and
filed separately with the Commission. Confidential treatment
has been requested with respect to the omitted portions.
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termination.
AGILENT agrees to keep records showing the sales or other disposition of
Monet Modules or other modules based on the optoblock defined in
schedule 3 of this Addendum in sufficient detail to enable the royalties
payable hereunder by AGILENT to be determined, and further agrees to
permit its books and records to be examined to the extent necessary to
verify the Royalties payable. Such examination to be made at the expense
of New Focus by an independent auditor acceptable to AGILENT. Costs
shall be born by AGILENT if discrepancies occur.
8. MISCELLANEOUS
8.1 With respect to section 8.5 of the Development Agreement of 23.12.1996,
the liability for New Focus under this section, regarding AGILENT's
right to rectify the defect itself or have it rectified by a third party
at New Focus's expense, shall be limited to [*] U.S. dollars ($[*].)
8.2 Article 15.1 second paragraph of the Development Agreement of 23.12.1996
shall be modified as follows:
Good cause shall be deemed to exist, in particular, if one of the
parties hereto fails to perform its contractual obligations, despite a
reminder to this effect. Good cause shall also be deemed to exist for
AGILENT if bankruptcy proceedings are instigated or initiated against
New Focus's assets or in the event of a lasting modification to the
ownership rights within New Focus (for example, if New Focus will be
taken over by competitors within the market of telecommunication, test
and measurement).
8.3 Article 15.1 third paragraph of the Development Agreement of 23.12.1996
shall not apply to this Addendum.
8.4 No ancillary verbal agreements have been made. Any alterations and
amendments hereto must be made in writing in order to be valid and must
expressly indicate that they constitute an alteration or amendment
hereto. This shall similarly apply to any waiver of this written form
requirement.
8.5 Should one or more of the provisions hereof be or become void or
invalid, the parties hereto undertake to replace such a provision with a
valid provision which approximates the economic purpose or intent of the
void or invalid provision as closely as possible. The validity of the
remaining provisions shall remain unaffected thereby.
8.6 In the case that AGILENT transfers all or part of its assets to a new
legal entity and therefore has to assign and/or transfer the rights and
obligations under the agreement and this Addendum No 2 to such new legal
entity, New Focus declares its agreement to such assignment or transfer
and AGILENT accepts such agreement.
[*] 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.
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9. SCHEDULES TO THIS ADDENDUM
The Schedules listed in the following shall form an integral part of
this Addendum:
Schedule 1 Specifications, Development Phases, Payment
Schedule 2 Project schedule
Schedule 3 Definition of the "Tunable Laser Module" and Parts thereof
Schedule 4 Contact persons
Schedule 5 Bugfixing
Schedule 6 Resources provided by AGILENT
Schedule 7 Definition of Annualized Failure Rate (AFR) and Defect on
Arrval(DOA)
For AGILENT: For New Focus:
▇▇▇▇▇▇▇▇▇▇, ▇▇/▇▇/▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, Dec 10, 1999
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇ /s/ ▇▇▇▇ ▇▇▇▇▇
----------------------------------- ------------------------------------
Name Name
CONTROLLER, OCMD VP/GM Telecom Division
---------------------------- ---------------------------------
Area of activity/title Area of activity/title
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Final Version - 10.12.1999
SCHEDULE 1 SPECIFICATIONS, DEVELOPMENT PHASES, PAYMENT
Complete specification should be according to specification control
drawings!
1. MODULE KEY FUNCTIONS AND FEATURES
1.0 TUNABLE WAVELENGTH LASER SOURCE PARAMETERS
From the customer point of view this source will have the following
parameters. All these parameters must be accessible via the user
interface.
Parameter Limits Preset Remarks
--------- ------ ------ -------
[*]
1.1 TUNABLE WAVELENGTH LASER SOURCE FUNCTIONALITY
[*]
1.2 TUNABLE WAVELENGTH LASER SOURCE EXCEPTIONS / EVENTS
[*]
[*] Certain information on this page has been omitted and
filed separately with the Commission. Confidential treatment
has been requested with respect to the omitted portions.
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[*]
[*] 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.
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2. Development requirement:
The Development will proceed in accordance with the development phases
as described below.
("of each" herein means of [*] and of [*] modules)
A: MODULE HARDWARE
Start Contract
- Final Contract signed from both parties
- Agreement on Project schedule (see schedule 2)
- Agreement on all product specifications (see specification control
drawing [*] and specification control drawing [*])
1. Design Review
a) Complete product documentation available, and
documentation is supposed to be capable to fulfill
the product requirements.
- Drawings of mechanical parts
- Assembly drawings of mechanical parts
- Technical specifications of all electro-mechanical components
- Technical specifications of all optical components
- Technical specifications of all opto-electronic components
- Printed circuit board layout and schematics of electronic
circuits
- Electrical power dissipation summary
- Series of operation description
2. Phase 1 Prototypes
a) First [*] of each (alpha units) prototypes are
delivered and test data of each prototype is
supplied
b) Prototypes meet specification according to
specification control drawing
3. Phase 2 Prototypes
a) [*] of each (beta units) prototypes are delivered
and test data of each prototype is supplied
b) Prototypes meet specification according to
specification control drawing
4. Release to Production
a) All prototypes out of phase 2 are tested at AGILENT
regarding AGILENT Environmental Test Manual Class B
and meet the product requirements specification
control drawing
b) Stress and lifetime test results are available
c) Exhaustive search for design defects complete
d) Entire production process works and is documented
e) Test tooling complete
f) Incoming material inspection in place
g) Shipping container in place
5. Final Contact close
a) 30 Production units of each are delivered and
product performance is documented
b) [*] units of each are at AGILENT incoming inspected
and meet the product specification
[*] 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.
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Final Version - 10.12.1999
B: MODULE SOFTWARE
1. Design Review
[*]
2. Phase 1 Prototypes (alpha units)
[*]
3. Phase 2 Prototypes (beta units)
[*]
4. Release to Production
[*]
3. Payment criteria:
[*]% ($[*]) will be due at contract start (payment criteria; contract
signing by AGILENT and NFI).
[*]% ($[*]) will be due after shipment of [*] with waiver spec and [*]
(payment criteria is an [*] module successfully tested by AGILENT in
Germany meeting specifications according to specification control
drawing [*]). Estimated completion date [*].
[*]% due [*] modules with coherence control and with the original
environmental spec. (payment criteria both Alpha Modules pass
environmental testing by AGILENT in Germany according to specification
control drawing [*] and specification control drawing [*]. Estimated
completion date [*].
[*]% ($[*]) due after the first shipment of the [*] with coherence
control (payment criteria: units meet the same specification control
drawing limits as the [*] according to [*]). Estimated Completion date
[*].
[*]% ($[*]) due at final contract close (payment criteria: final
contract close which shall occur after 30 production units of both the
[*] modules have been accepted by AGILENT in Germany). Estimated
completion date [*].
[*] 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.
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Final Version - 10.12.1999
SCHEDULE 2 - PROJECT SCHEDULE
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Agilent Technologies
[*]
[*] 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.
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Agilent Technologies
[*]
[*] 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.
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Agilent Technologies
[*]
[*] 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.
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Agilent Technologies
[*]
[*] 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.
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Final Version - 10.12.1999
SCHEDULE 3: DEFINITION OF THE "TUNABLE LASER MODULE" AND PARTS THEREOF
Digital/analog part
Comprising the [*] and the Analog board as well as the related Low Level
Software drivers.
Computing/interface part
Comprising the Computing Platform and the Bus interface as well as the
adaptation to the Wind River OS and the High Level Software Functions.
The optoblock
as the complete assembled opto-mechanical sub-assembly, including but not
limited to the diode laser, external cavity, cavity optics and drive train, in
the exact configuration, as subject of the Addendum to the Development
Agreement, last signed on Oct. 30, 1997.
[*]
[*] 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.
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Final Version - 10.12.1999
SCHEDULE 4 - CONTACT PERSONS
For a better fulfillment of this Agreement both parties name the following
contact persons
By AGILENT: By New Focus
Name: ▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇
Telephone-No.: (▇▇) ▇▇▇▇-▇▇▇▇▇▇ Telephone-No.: (▇▇) ▇▇▇ ▇▇▇-▇▇▇▇
FAX: (▇▇) ▇▇▇▇-▇▇▇▇▇▇
Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇▇
Telephone-No.: (▇▇) ▇▇▇▇-▇▇▇▇▇▇ Telephone-No.: (▇▇) ▇▇▇-▇▇▇-▇▇▇▇
FAX: (▇▇) ▇▇▇▇-▇▇▇▇▇▇
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Final Version - 10.12.1999
SCHEDULE 5 - BUGFIXING
1. Any bugs in the developed software shall be recorded and verified by
AGILENT. Following verification, AGILENT shall forward the bug report to
New Focus.
Bugs shall be categorized as follows:
A. Serious bugs
Bugs that result in system crashes (hangs or halts), loss of
data, destruction of data, corruption of data or cases of
unreasonable handling effort for which no "workaround" is
available (i.e. there is no method accepted by AGILENT or by the
customer for either avoiding the bug or using the developed
software).
Any medium bug as defined in B. of this schedule 4 which causes
a serious bug as defined above within the final optical
component platforms shall additionally be categorized as a
serious bug.
B. Medium bugs
Bugs as specified under A above, but for which a "workaround" is
available for bug avoidance.
C. Minor bugs
Any bugs not included in categories A and B above.
2. Any serious bugs in the developed software shall be immediately fixed by
New Focus. New Focus will begin to fix the bug 24 hours after the
respective report by AGILENT the latest. New Focus shall fix the bug
during 3 days or during a longer period agreed by AGILENT. If New Focus
is unable to reproduce or to fix any bug immediately on its own computer
system, it shall fix the bug - if decided by AGILENT - on-site in
customer's place.
3. Any medium bug in the developed software shall be fixed in a reasonable
period of time. New Focus shall begin fixing the bug during 48 hours
after the respective report by AGILENT. New Focus shall fix the bug
during two weeks or during a longer period agreed by AGILENT.
4. Any other bugs shall be fixed as soon as possible within the scope of
the maintenance of the developed software.
5. New Focus shall update the documentation in accordance with the bug fix.
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Final Version - 10.12.1999
6. New Focus shall ensure that any serious and medium bugs shall be fixed
for both the current and the previous operating system release.
7. New Focus will maintain a telephone number with a designated
knowledgeable contact to AGILENT to call during normal business hours to
report problems and receive assistance.
8. The Bugfixing according to this schedule 5 shall be free of charge
during the warranty period.
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Final Version - 10.12.1999
SCHEDULE 6 - RESOURCES PROVIDED BY AGILENT
1. HARDWARE RELATED DOCUMENTS (see separate Documentation Package)
a) Drawings of all mechanical parts of the Module Chassis
- Module Bottom Cover
- Module Top Cover
- Module Sub Panel
- Plastic Front Panel
- Module Extractor
- Fiber Connector Bushing at Front Panel
- Module Fiber Interface
b) Description of Module Interface and digital Hardware
- Printed Circuit Board Outline
- Interface Connector to Module/Mainframe Positioning Dwg.
c) Schematics of digital parts including part list
d) Documentation and File of FPGA Communication Part
2. SOFTWARE RELATED DOCUMENTS (see separate Documentation Package)
a) Description of Communication between Mainframe and Module
b) AGILENT Coding Standards
c) Documentation and Source Code Template for Operating System, Start-up
and Communication of Module
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Final Version - 10.12.1999
SCHEDULE 7 - DEFINITION OF ANNUALIZED FAILURE RATE(AFR) AND DEFECT ON
ARRIVAL(DOA)
AFR(% YR), PER MONTH:
=(SUM OF 'ONE YEAR' WARRANTY FAILS IN THIS MONTH)/(SUM OF UNITS IN
WARRANTY THIS MONTH) *12 * 100
DOA = MODULE IS EITHER INCOMPLETE, DEFECT, OR DOES NOT MEET SPECIFICATIONS.
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