INTELLECTUAL PROPERTY LICENSE AGREEMENTIntellectual Property License Agreement • June 10th, 2010 • Ciena Corp • Telephone & telegraph apparatus • New York
THIS AGREEMENT made and entered into as of the 19th day of March, 2010, by and among Nortel Networks Limited, a corporation incorporated under the laws of Canada, having its executive offices at 5945 Airport Road, Suite 360, Mississauga, Ontario, L4V 1R9, Canada (hereinafter “Nortel”), on its behalf and on behalf of its Affiliates, Ciena Luxembourg S.a.r.l., a Societée à responsabilité limitée organized under the laws of the Grand Duchy of Luxembourg (hereinafter “Licensee”), on behalf of itself and its Affiliates, and, only with respect to the sections of the Agreement in which it is expressly named, Ciena Corporation, a corporation incorporated under the laws of the State of Delaware having its executive offices at 1201 Winterson Road, Linthicum, Maryland 21090 (“Ciena Corporation”).
THE EMEA SELLERS ALAN BLOOM, STEPHEN HARRIS, ALAN HUDSON, DAVID HUGHES AND CHRISTOPHER HILL AS JOINT ADMINISTRATORS YARON HAR-ZVI AND AVI D. PELOSSOF AS JOINT ISRAELI ADMINISTRATORS CIENA CORPORATION AMENDMENT AGREEMENT (AMENDMENT NO. 5) relating to...Amendment Agreement • June 10th, 2010 • Ciena Corp • Telephone & telegraph apparatus
TRANSITION SERVICES AGREEMENTTransition Services Agreement • June 10th, 2010 • Ciena Corp • Telephone & telegraph apparatus • New York
This Transition Services Agreement (this “Agreement”) is made and entered into as of 19 March 2010 and effective as of the Closing Date, by and between:
Amendment No. 3 to the Amended and Restated Asset Sale AgreementAsset Sale Agreement • June 10th, 2010 • Ciena Corp • Telephone & telegraph apparatus
This Amendment No. 3 (“Amendment No. 3”), dated as of the 15th day of March 2010, to the Amended and Restated Asset Sale Agreement (the “Agreement”), dated as of November 24, 2009, as amended from time to time, by and among Nortel Networks Corporation, a corporation organized under the laws of Canada (“NNC”), Nortel Networks Limited, a corporation organized under the laws of Canada (“NNL”), Nortel Networks Inc., a corporation organized under the laws of Delaware (“NNI” and, together with NNC and NNL, the “Main Sellers”), and the other entities identified therein as Sellers, and Ciena Corporation, a corporation organized under the laws of Delaware (the “Purchaser”). Unless otherwise specified, capitalized terms used herein and not defined shall have the meaning set forth in the Agreement.
Amendment No. 4 to the Amended and Restated Asset Sale AgreementAsset Sale Agreement • June 10th, 2010 • Ciena Corp • Telephone & telegraph apparatus
This Amendment No. 4 (“Amendment No. 4”), dated as of the 15th day of March 2010, to the Amended and Restated Asset Sale Agreement (the “Agreement”), dated as of November 24, 2009, as amended from time to time, by and among Nortel Networks Corporation, a corporation organized under the laws of Canada (“NNC”), Nortel Networks Limited, a corporation organized under the laws of Canada (“NNL”), Nortel Networks Inc., a corporation organized under the laws of Delaware (“NNI” and, together with NNC and NNL, the “Main Sellers”), and the other entities identified therein as Sellers, and Ciena Corporation, a corporation organized under the laws of Delaware (the “Purchaser”). Unless otherwise specified, capitalized terms used herein and not defined shall have the meaning set forth in the Agreement.
NORTEL NETWORKS TECHNOLOGY CORPORATION AND CIENA CANADA, INC. LEASELease Agreement • June 10th, 2010 • Ciena Corp • Telephone & telegraph apparatus • Ontario
WHEREAS, Tenant and its affiliates have purchased the ‘Metro Ethernet Networks’ business of Landlord and certain of its affiliates (the “MEN Business”) identified in an Amended and Restated Asset Sale Agreement (the “ASA”) dated as of November 24, 2009, which transaction is being completed as of the date hereof (the “Closing Date”);
Amendment No. 5 to the Amended and Restated Asset Sale AgreementAsset Sale Agreement • June 10th, 2010 • Ciena Corp • Telephone & telegraph apparatus
This Amendment No. 5 (“Amendment No. 5”), dated as of the 19th day of March 2010, to the Amended and Restated Asset Sale Agreement (the “Agreement”), dated as of November 24, 2009, as amended from time to time, by and among Nortel Networks Corporation, a corporation organized under the laws of Canada (“NNC”), Nortel Networks Limited, a corporation organized under the laws of Canada (“NNL”), Nortel Networks Inc., a corporation organized under the laws of Delaware (“NNI” and, together with NNC and NNL, the “Main Sellers”), and the other entities identified therein as Sellers, and Ciena Corporation, a corporation organized under the laws of Delaware (the “Purchaser”). Unless otherwise specified, capitalized terms used herein and not defined shall have the meaning set forth in the Agreement.
