Opnext, Inc. Nonqualified Stock Option AgreementNonqualified Stock Option Agreement • December 13th, 2006 • Opnext Inc • Semiconductors & related devices • New York
THIS AGREEMENT (the “Agreement”), dated as of November 1, 2004, between Opnext, Inc., a Delaware corporation (hereinafter called the “Company”), and Harry L. Bosco (hereinafter called the “Participant”):
INTELLECTUAL PROPERTY LICENSE AGREEMENT by and between HITACHI, LTD. and OPTO- DEVICE, LTD. Dated as of October 1, 2002Intellectual Property License Agreement • December 13th, 2006 • Opnext Inc • Semiconductors & related devices
THIS INTELLECTUAL PROPERTY LICENSE AGREEMENT (the “IP License Agreement”), dated as of October 1, 2002, is entered into by and between HITACHI, LTD., a corporation existing under the laws of Japan (“Hitachi”), and OPTO-DEVICE LIMITED, a corporation existing under the laws of Japan (“Opto-Device”), pursuant to the terms of the Business Transfer Agreement, dated July 24, 2002 (the “Business Transfer Agreement”), entered into between Hitachi and Opto-Device and the Stock Purchase Agreement, dated October 1, 2002 (the “Stock Purchase Agreement”), entered into between Hitachi and OpNext, Inc., a Delaware corporation (“OpNext”). All capitalized terms used herein but not defined herein shall have the meanings ascribed to such terms in the Stock Purchase Agreement.
RESEARCH AND DEVELOPMENT AGREEMENTD Agreement • December 13th, 2006 • Opnext Inc • Semiconductors & related devices • New York
THIS RESEARCH AND DEVELOPMENT AGREEMENT is dated as of July ___, 2002, by and between HITACHI, LTD., a corporation existing under the laws of Japan (“Hitachi”) and OPNEXT, INC., a Delaware corporation and a Subsidiary of Hitachi (“OpNext”). This Agreement is deemed to be effective as of October 1, 2001 (“Effective Date”).
INTELLECTUAL PROPERTY LICENSE AGREEMENT by and between HITACHI, LTD. and OPNEXT JAPAN, INC. Dated as of July 31, 2001Intellectual Property License Agreement • December 13th, 2006 • Opnext Inc • Semiconductors & related devices
THIS INTELLECTUAL PROPERTY LICENSE AGREEMENT (the “IP License Agreement”), dated as of July 31, 2001, is entered into by and between HITACHI, LTD., a corporation existing under the laws of Japan (“Hitachi”), and OPNEXT JAPAN, INC., a corporation existing under the laws of Japan and a Wholly-Owned Subsidiary of OpNext, Inc., a Delaware corporation (“OpNext Japan”), pursuant to the terms of the Business Transfer Agreement, dated December 6, 2000 (the “Business Transfer Agreement”), entered into between Hitachi and OpNext Japan, the Stock Contribution Agreement, dated July 31, 2001 (the “Stock Contribution Agreement”), entered into between Hitachi and OpNext, Inc., the Stock Purchase Agreement, dated September 19, 2000 (the “Existing Purchase Agreement” and as amended by the Amended and Restated Stock Purchase Agreement of even date herewith and as further amended, supplemented or otherwise modified from time to time, the “Stock Purchase Agreement”), and the Stockholders’ Agreement, dated
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 13th, 2006 • Opnext Inc • Semiconductors & related devices • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is entered as of July 31, 2001, by and among OpNext, Inc., a Delaware corporation (the “Company”), Clarity Partners, L.P., a Delaware limited partnership (“Clarity”), Clarity OpNext Holdings I, LLC, a Delaware limited liability company (“Holdings I”), and Clarity OpNext Holdings II, LLC, a Delaware limited liability company (“Holdings II,” and together with Clarity and Holdings I, the “Clarity Investors”), and Hitachi, Ltd., a corporation existing under the laws of Japan (“Hitachi”).
PREFERRED PROVIDER AGREEMENTPreferred Provider Agreement • December 13th, 2006 • Opnext Inc • Semiconductors & related devices • New York
THIS PREFERRED PROVIDER AGREEMENT (as amended, supplemented or otherwise modified from time to time, this “Agreement”) is made and entered into as of the 31st day of July, 2001 (the “Effective Date”), by and between HITACHI, LTD., a corporation existing under the laws of Japan (“Hitachi”), and OPNEXT, INC., a Delaware corporation (the “Company”).
Exhibit B to Transition Services Agreement LEASE AGREEMENTLease Agreement • December 13th, 2006 • Opnext Inc • Semiconductors & related devices
This LEASE AGREEMENT (this “Lease”) made as of this 1st day of October 2002 (hereinafter referred to as the “Lease”) between HITACHI, LTD., a corporation existing under the laws of Japan (“Hitachi”), HITACHI TOHBU SEMICONDUCTOR, LTD., a corporation existing under the laws of Japan (“HTS”) and OPTO-DEVICE, LTD., a corporation existing under the laws of Japan (hereinafter referred to as “Tenant”). Hitachi and HTS shall hereinafter be referred to as “Landlord.” This Lease is deemed to be effective as of the 1st day of October, 2002 (“Effective Date”). Unless defined elsewhere herein, capitalized terms used in this Lease shall have the meanings assigned to such terms in the Stock Purchase Agreement, dated as of the date hereof, between Hitachi and OpNext, Inc., a Delaware corporation and a majority-owned subsidiary of Hitachi (“OpNext Inc.”).
RESEARCH AND DEVELOPMENT AGREEMENT by and between HITACHI, LTD. and OPNEXT JAPAN, INC. Dated as of July 31, 2001D Agreement • December 13th, 2006 • Opnext Inc • Semiconductors & related devices
THIS RESEARCH AND DEVELOPMENT AGREEMENT (the “R&D Agreement”) is made as of July 31, 2001, by and between HITACHI, LTD., a corporation existing under the laws of Japan (“Hitachi”) and OPNEXT JAPAN, INC., a corporation existing under the laws of Japan and a Wholly-Owned Subsidiary of OpNext, Inc., a Delaware corporation (“OpNext Japan”), pursuant to the terms of the Business Transfer Agreement, dated December 6, 2000 (the “Business Transfer Agreement”) and the Intellectual Property License Agreement, dated July 31, 2001 (the “IP License Agreement”), both of which have been entered into between Hitachi and OpNext Japan, the Stock Contribution Agreement, dated July 31, 2001 entered into between Hitachi and OpNext, Inc., and a Stock Purchase Agreement dated September 19, 2000 the “Existing Purchase Agreement,” as amended by the Amended and Restated Stock Purchase Agreement of even date herewith and as further amended, supplemented or otherwise modified from time to time, the “Stock Purchas
RAW MATERIALS SUPPLY AGREEMENTRaw Materials Supply Agreement • December 13th, 2006 • Opnext Inc • Semiconductors & related devices • New York
THIS RAW MATERIALS SUPPLY AGREEMENT (as amended, supplemented or otherwise modified from time to time, this “Agreement”) is made and entered into as of the 31st day of July, 2001 (the “Effective Date”), by and between HITACHI, LTD., a corporation existing under the laws of Japan (“Hitachi”), and OPNEXT, INC., a Delaware corporation (the “Company”).
Opnext, Inc. Nonqualified Stock Option AgreementNonqualified Stock Option Agreement • December 13th, 2006 • Opnext Inc • Semiconductors & related devices • New York
THIS AGREEMENT (the “Agreement”), dated as of , between Opnext, Inc., a Delaware corporation (hereinafter called the “Company”), and (hereinafter called the “Participant”):
OUTSOURCING AGREEMENTOutsourcing Agreement • December 13th, 2006 • Opnext Inc • Semiconductors & related devices
THIS OUTSOURCING AGREEMENT (this “Agreement”) is made and entered into as of the 31st day of July, 2001, by and between HITACHI, LTD., a corporation existing under the laws of Japan (“Hitachi”), and OPNEXT JAPAN, INC., a corporation existing under the laws of Japan (the “Company”). This Agreement is deemed to be effective as of the 1st day of February, 2001 (the “Effective Date”). Capitalized terms not otherwise defined herein shall have the meanings set forth in the Stock Contribution Agreement (as defined below).
AGREEMENT by and between HITACHI, LTD. and OPTO-DEVICE, LTD. Dated as of October 1, 2002Agreement • December 13th, 2006 • Opnext Inc • Semiconductors & related devices
THIS AGREEMENT (the “Agreement”), dated as of October 1, 2002 (the “Effective Date”), is entered into by and between HITACHI, LTD., a corporation existing under the laws of Japan (“Licensor”), and OPTO-DEVICE, LTD., a corporation existing under the laws of Japan (“Licensee”), pursuant to the terms of the Business Transfer Agreement, dated as of July 24, 2002 (the “Business Transfer Agreement”) and the Intellectual Property License Agreement, dated as of October 1, 2002 (the “IP License Agreement”) both between Licensor and Licensee, and the Stock Purchase Agreement, dated October 1, 2002, between Licensor and OpNext, Inc. (“OpNext”), a Delaware corporation (the “Stock Purchase Agreement”) and the Research and Development Agreement, dated July 31, 2001 between Licensor and OpNext Japan, Inc., a corporation existing under the laws of Japan, (“OpNext Japan”) and a Wholly-Owned Subsidiary of OpNext, as amended on the date hereof by the First Amendment to OpNext Japan R&D Agreement among Li
INTELLECTUAL PROPERTY LICENSE AGREEMENT by and between HITACHI COMMUNICATION TECHNOLOGIES, LTD. and OPNEXT JAPAN, INC. Effective as of October 1, 2002Intellectual Property License Agreement • December 13th, 2006 • Opnext Inc • Semiconductors & related devices
THIS INTELLECTUAL PROPERTY LICENSE AGREEMENT (the “HCT IP License Agreement”), effective as of October 1, 2002, is entered into by and between HITACHI COMMUNICATION TECHNOLOGIES, LTD., a corporation existing under the laws of Japan (“HCT”) and a Wholly-Owned Subsidiary of Hitachi, Ltd., a corporation existing under the laws of Japan (“Hitachi”), and OPNEXT JAPAN, INC., a corporation existing under the laws of Japan (“OpNext Japan”) and a Wholly-Owned Subsidiary of OpNext, Inc., a Delaware corporation (“OpNext”).
Opnext, Inc. Stock Appreciation Right AgreementStock Appreciation Right Agreement • December 13th, 2006 • Opnext Inc • Semiconductors & related devices • New York
THIS AGREEMENT (the “Agreement”), dated as of , between Opnext, Inc., a Delaware corporation (hereinafter called the “Company”), and (hereinafter called the “Participant”):
AGREEMENT by and between HITACHI, LTD. and OPNEXT, INC. AND OPNEXT JAPAN, INC. Dated as of July 31, 2001Agreement • December 13th, 2006 • Opnext Inc • Semiconductors & related devices
This AGREEMENT (the “Agreement”), made as of July 31, 2001, is entered into by and between HITACHI, LTD., a corporation existing under the laws of Japan (“Licensor”); and OPNEXT, INC., a Delaware corporation and OPNEXT JAPAN, INC., a corporation existing under the laws of Japan (collectively as “Licensee”), pursuant to the terms of Business Transfer Agreement, dated as of December 6, 2000 (the “Business Transfer Agreement”), the Intellectual Property License Agreement, dated as of July 31, 2001 (the “IP License Agreement”) and the Research and Development Agreement (the “R&D Agreement”), dated as of July 31, 2001, all three of which have been entered into between Hitachi and OpNext Japan, the Stock Contribution Agreement, dated as of July 31, 2001 entered into between Hitachi and OpNext, Inc., and the Stock Purchase Agreement dated September 19, 2000 as amended, supplemented or otherwise modified from time to time (the “Stock Purchase Agreement”) and the Stockholders’ Agreement dated a
Exhibit B to Outsourcing Agreement LEASE AGREEMENTLease Agreement • December 13th, 2006 • Opnext Inc • Semiconductors & related devices
This LEASE AGREEMENT (this “Lease”) made as of this 31st day of July 2001 (hereinafter referred to as the “Lease”) between HITACHI, LTD., a corporation existing under the laws of Japan (hereinafter referred to as “Landlord”) and OPNEXT JAPAN INC., a corporation existing under the laws of Japan (hereinafter referred to as “Tenant”). This Lease is deemed to be effective as of the 1st day of February, 2001 (“Effective Date”). Unless defined elsewhere herein, capitalized terms used in this Lease shall the meanings assigned to such terms in the Outsourcing Agreement or the Stock Contribution Agreement.
PROCUREMENT AGREEMENTProcurement Agreement • December 13th, 2006 • Opnext Inc • Semiconductors & related devices
THIS PROCUREMENT AGREEMENT (as amended, supplemented or otherwise modified from time to time, this “Agreement”) is made and entered into as of the 31st day of July, 2001 (the “Effective Date”) by and between OpNext Japan, Inc. (hereinafter referred to as “Seller”), a corporation organized and existing under the laws of Japan with its principal place of business at 216 Totsuka-cho, Totsuka-ku, Yokohama-shi, 244-8567, Japan and Hitachi, Ltd. (hereinafter referred to as “Purchaser”), a corporation organized and existing under the laws of Japan with its principal place of business at 216 Totsuka-cho, Totsuka-ku, Yokohama-shi, 244-8567, Japan.
