EXHIBIT 99.9
AMENDMENT NO. 1 TO THE
PATENT TRANSFER AND LICENSE AGREEMENT
This Amendment (this "Amendment") to that certain Patent Transfer and
License Agreement, dated May 12, 1999, (the "Agreement") between Nortel
Networks, Inc., a corporation organized and existing under the laws of Delaware
("NNI") and Elastic Networks, Inc., a corporation organized and existing under
the laws of Delaware ("Elastic"), is entered into as of December ___, 2001 (the
"Amendment Effective Date"). Capitalized terms used herein and not otherwise
defined herein shall have the meanings ascribed to such terms in the Agreement.
Recitals
NNI and Elastic desire to amend the Agreement to modify the terms of
the Agreement as a condition precedent to an acquisition of Elastic by Paradyne
Networks, Inc.
In consideration of the above recitals and the mutual covenants set
forth herein, the parties hereby amend the Agreement as follows:
I. AMENDMENT OF "PATENT" DEFINITION. In Section 1.1, the
definition of "patent" is modified by adding "and any foreign
counterpart thereto" at the end of such definition.
II. DELETION OF GRANTBACK LICENSE. The text of Article
III is deleted in its entirety.
III. INCORPORATION AND RATIFICATION. Except as
specifically amended and modified by this Amendment, the Agreement
shall remain in full force and effect and is hereby ratified and
affirmed by NNI and Elastic.
NORTEL NETWORKS, INC. ELASTIC NETWORKS, INC.
/s/ Xxxxx X. Xxxxxxx /s/ Xxx X. Xxxx
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Authorized Signature Authorized Signature
Xxx X. Xxxx, President and CEO
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Printed Name and Title Printed Name and Title
