IBM Corporation/Brocade Communications Systems, Incorporated. Amendment #5 to Goods Agreement

Exhibit 10.148

IBM Corporation/Brocade Communications Systems, Incorporated.

Amendment #5 to

Goods Agreement

8/3/2009

This Amendment No. 5 (“Amendment”) amends the terms and conditions of Goods Agreement # (Buyer #4999RO0015) and Supplier # ROC-P-68) (“GA”) between International Business Machines Corporation (“Buyer”) and Brocade Communications Systems, Incorporated (“Supplier”). Unless otherwise noted, this Amendment is effective upon signature of both parties. Transactions performed under this Amendment will be conducted in accordance with and be subject to the terms and conditions of this Amendment and the GA, and any applicable Work Authorizations “(WA’s”). Any capitalized terms not defined in this Amendment will have the meaning set forth in the GA. In the event of a conflict in the terms of this Amendment and that of the BA or SOW, the order of precedence will be: (i) this Amendment, (ii) the GA.

The parties agree to amend the GA as follows:

1. Amend Section 8.1 “Microcode License” by adding at the end of Section 8.1(ii) the following:

“and as part of a standalone diagnostic, update utility or CIM/CDM Provider distributed by Buyer.”

This Amendment and the GA as amended, are the sole and exclusive statement of the of the agreement between the parties with regard to the subject matter of this Amendment, and they supercede and replace any other agreement or understanding, whether written or oral, with regard to the subject matter. Any signed copy of this Amendment made by reliable means (e.g., photocopy or facsimile) shall be considered an original.

The Parties hereto have caused this Amendment to be signed by their respective duly authorized representatives.

AGREED AND ACCEPTED TO: AGREED AND ACCEPTED TO:

INTERNATIONAL BUSINESS MACHINES CORPORATION						BROCADE COMMUNICATIONS SYSTEMS, INCORPORATED
By:		/s/ Xxxx X. Xxxxx				By:		/s/ Xxxxxxx Xxxxxxx
		Supplier Signature		Date 8/3/08				Buyer Signature		Date 8/3/09
		Xxxx X. Xxxxx						Xxxxxxx Xxxxxxx
		Printed Name						Printed Name
								VP, OEM Sales
		Title & Organization						Title & Organization
		Buyer Address: 0000 Xxxxxxxxxx Xxxx XXX, XX 00000						Buyer Address: 0000 Xxxxxxxxxx Xxxxx Xxx Xxxx, XX 00000
						BROCADE
						R. Borders /rrb
						Legal Approved on: 6/3/2009