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EXHIBIT 10.21
MEMORANDUM OF UNDERSTANDING DATED FEBRUARY 27, 1997 BETWEEN THE COMPANY
AND NOKIA TELECOMMUNICATIONS OY
CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED BASED UPON A REQUEST FOR
CONFIDENTIAL TREATMENT. THE OMITTED PORTIONS HAVE BEEN SEPARATELY FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THE OMITTED PORTIONS ARE MARKED WITH AN *.
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MEMORANDUM OF UNDERSTANDING
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TABLE 1 - NOKIA PRICING
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CHANNEL CHANNEL
PRICE $ VOLUMES
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1997 * *
1998 * *
1999 * *
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Based upon the estimated volumes as specified in Table 1 Coherent agrees to the
above pricing to be effective immediately. In addition to this the following
items were agreed in principal and will be finalised in an amendment to
Agreement No. H7810/92 no later than April 4th 1997.
1. Coherent has received Nokias best estimate to purchase the volume
requirements for 1997, 1998 and 1999, a total of * channels.
2. The Products to be supplied are the NIEC, IDEC2X and/or EC2X.
3. The NIEC will be supplied with no further modifications to the
specification, until * .
The EC2X will be released to Production * for shipments expected * . In
accordance with the PDA all * Beta units will be shipped * for which
payment shall be made in full.
4. The IDEC2X Product Specification will be the same as that for the NIEC but
with the EC5 ASICs replaced by the HDRP and the additional feature
specification as described in Attachment A. If the future software and
hardware options are required by Nokia then these are to be agreed and the
relevant prices for these additional features will be agreed.
An NRE charge of * is payable for the development of the IDEC2X, payable
in three installments in accordance with the following milestones:
Signing of the PDA - not later than end of April 4th 1997
Delivery of * Beta units * at a cost of * per unit.
Delivery of first Production Units * .
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5. Both parties agree to include a statement in the amendment to Agreement
No. H7810/92 to the effect that based upon the volume requirements
contained herein, Nokia will not source an alternative product for the
applications for which Coherent are already supplying Product.
6. Delivery Times - Agreement No. H7810/92
Clause 2.7.2
Each month Nokia will provide a forecast for * with an Authorisation to
Manufacture covering * . This commitment to deliver is based upon the
following:
* weeks firm
* weeks * of the volume can be rescheduled up to *
* weeks * of the volume can be rescheduled up to *
This clause replaces 2.8.1.
7. Payment Terms
Payment terms as specified in Nokia's Netting Payment System will become
affective during 1997. Payments will be made within * maximum. Until such
change the current payment terms will remain effective.
For new orders the invoicing shall be as follows to reflect the charge for
a Software Licence:
Hardware Software Licence (ILS-NIEC)
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NIEC and IDEX2X *
EC2X *
ILS-NIECx is a Software Fee and Licence to use. Each order for Hardware
must be accompanied by an order for an equal number of Software Licences
which will be invoiced at the same time.
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MEMORANDUM OF UNDERSTANDING FOR PROPOSED AMENDMENTS TO AGREEMENT NO.
H7810/92
In Witness Whereof, the Parties have agreed these minutes and both parties
do hereby sign in Espoo on 26th February, 1997.
SIGNED FOR AND ON BEHALF OF SIGNED FOR AND ON BEHALF OF
NOKIA TELECOMMUNICATIONS OY COHERENT COMMUNICATIONS
SYSTEMS CORPORATION
/s/_____________________________ /s/_____________________________
Xxxxx Xxxxxx Miles Xxxxx
/s/_____________________________ /s/_____________________________
Vesa Sarkikangas Xxxxx Xxxxxx
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ATTACHMENT A NIECO297
DIFFERENCE/NEW FEATURE COMMENTS
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* The * to be used for echo cancellation on
the EC2X/IDEC2X is intended to have * that
will eliminate the need for * that was used
on the NIEC. However, * will still be
provided so that * may be replaced.
PERFORMANCE MONITORING PERFORMANCE MONITORING
(new features)
* The EC2X/IDEC2X shall provide * of the
circuit on a * basis under
Motherboard/EC2X/IDE2X communications
interface command.
* The EC2X/IDEC2X shall provide * of the
circuit on a * basis under
Motherboard/EC2X/IDE2X communications
interface command.
* The EC2X/IDEC2X shall provide * of the
circuit * on a * basis under
Motherboard/EC2X/IDE2X communications
interface command.
* The EC2X/IDEC2X shall provide * of the
circuit * on a * basis under
Motherboard/EC2X/IDE2X communications
interface command.
Note: * provides the "hooks" for providing
* .
* The EC2X/IDEC2X shall report * on a *
basis under Motherboard/EC2X/IDEC2X
communications interface command.
*
(New future software and
Hardware option)
The IDEC2X shall provide for the facility
for * implementation as a future software
and hardware option. The * implementation
platform (hardware) shall support a total *
of * .
*
(New future software option)
The EC2X shall provide for the facility for
* implementation as a future software
option.
