INTELLECTUAL PROPERTY LICENSE AGREEMENT by and between HITACHI, LTD. and OPTO- DEVICE, LTD. Dated as of October 1, 2002Intellectual Property License Agreement • February 12th, 2007 • 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 AGREEMENTResearch and Development Agreement • February 12th, 2007 • 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”).
RESEARCH AND DEVELOPMENT AGREEMENT by and between HITACHI, LTD. and OPNEXT JAPAN, INC. Dated as of July 31, 2001Research and Development • February 12th, 2007 • 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
INTELLECTUAL PROPERTY LICENSE AGREEMENT by and between HITACHI, LTD. and OPNEXT JAPAN, INC. Dated as of July 31, 2001Intellectual Property License Agreement • February 12th, 2007 • 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 • February 12th, 2007 • 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 • February 12th, 2007 • 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”).
Common Stock, Par Value $0.01 Per Share Underwriting AgreementUnderwriting Agreement • February 12th, 2007 • Opnext Inc • Semiconductors & related devices • New York
Goldman, Sachs & Co., J.P. Morgan Securities Inc. CIBC World Markets Cowen and Company Jefferies & Company, Inc. As representatives of the several Underwriters named in Schedule I hereto, c/o Goldman, Sachs & Co., 85 Broad Street, New York, New York 10004
Exhibit B to Transition Services Agreement LEASE AGREEMENTLease Agreement • February 12th, 2007 • Opnext Inc • Semiconductors & related devices
An agreement is hereby entered into as set forth below by and between the Renesas Technology Corp. Takasaki Office (hereinafter referred to as the “Landlord”) and Opnext Japan, Inc. (hereinafter referred to as the “Tenant”) in connection with the lease of a certain property.
RAW MATERIALS SUPPLY AGREEMENTRaw Materials Supply Agreement • February 12th, 2007 • 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”).
STOCKHOLDERS’ AGREEMENT between OPNEXT, INC. and each of HITACHI, LTD. CLARITY PARTNERS, L.P. CLARITY OPNEXT HOLDINGS I, LLC and CLARITY OPNEXT HOLDINGS II, LLC Dated as of July 31, 2001Stockholders' Agreement • February 12th, 2007 • Opnext Inc • Semiconductors & related devices • Delaware
THIS STOCKHOLDERS’ AGREEMENT (this “Agreement”) is made as of July 31, 2001 by and among OpNext, Inc., a Delaware corporation (the “Company”), Hitachi, Ltd., a corporation organized under the laws of Japan (“Hitachi”), 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 Parties,” and each, a “Clarity Party”). Hitachi and the Clarity Parties are collectively referred to herein as “Stockholders.” Capitalized terms used herein are defined in Section 14 hereof.
Master Sales AgreementMaster Sales Agreement • February 12th, 2007 • Opnext Inc • Semiconductors & related devices
Hitachi Electronic Devices Sales, Inc. (hereafter, the “Buyer”) and Opnext Japan, Inc. (hereafter, the “Seller,” collectively, the “Parties”) hereby enter into the following Master Agreement regarding transactions between them.
Basic AgreementBasic Agreement • February 12th, 2007 • Opnext Inc • Semiconductors & related devices
Opnext Japan, Inc. (hereinafter referred to as “Party A”) and Hitachi High-Technologies Corp. (hereinafter referred to as “Party B”), agree as follows regarding the sale transaction of products handled by the Device Business Unit to be manufactured (or sold) by Party A (hereinafter referred to as the “Goods”).
INTELLECTUAL PROPERTY LICENSE AGREEMENT by and between HITACHI COMMUNICATION TECHNOLOGIES, LTD. and OPNEXT JAPAN, INC. Effective as of October 1, 2002Intellectual Property License Agreement • February 12th, 2007 • 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”).
Basic AgreementBasic Agreement • February 12th, 2007 • Opnext Inc • Semiconductors & related devices
OUTSOURCING AGREEMENTOutsourcing Agreement • February 12th, 2007 • 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).
Exhibit B to Outsourcing Agreement LEASE AGREEMENTLease Agreement • February 12th, 2007 • Opnext Inc • Semiconductors & related devices
Reference is hereby made to that certain lease agreement dated May 31, 2001 (hereinafter referred to as the “Lease”) between HITACHI, LTD., a corporation existing under the laws of Japan, as Landlord and OPNEXT JAPAN INC., a corporation existing under the laws of Japan, as Tenant. Capitalized terms used in this letter shall the meanings assigned to such terms in the Lease.
STOCKHOLDER AGREEMENTStockholder Agreement • February 12th, 2007 • Opnext Inc • Semiconductors & related devices • Delaware
This STOCKHOLDER AGREEMENT (this “Agreement”) is made as of June 4, 2003, by and among OpNext, Inc., a Delaware corporation (the “Company”) and the Stockholders named on Schedule 1 hereto (each a “Stockholder”).
PROCUREMENT AGREEMENTProcurement Agreement • February 12th, 2007 • 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.
Logistics AgreementLogistics Agreement • February 12th, 2007 • Opnext Inc • Semiconductors & related devices
OpNext, Inc. hereinafter call “OPI” a company incorporated in USA whose registered office is 1 Christopher Way, Eatontown, New Jersey 07724, U.S.A.
BUSINESS PARK NET LEASE BY AND BETWEEN BEDFORD PROPERTY INVESTORS INC., A MARYLAND CORPORATION (LANDLORD) AND PINE PHOTONICS COMMUNICATIONS, INC., A DELAWARE CORPORATION (TENANT)Business Park Net Lease • February 12th, 2007 • Opnext Inc • Semiconductors & related devices
This Business Park Net Lease (“LEASE”) is entered into by and between “LANDLORD” and “TENANT” (defined below and collectively the “PARTIES”) and dated for reference purposes only as of JUNE 30, 2000.
