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Subscribers | 2002 |
Joint Development and Marketing Agreement
Joint Development and Marketing Agreement (65K)
Doc #144757: Click preview link for longer preview.
JOINT DEVELOPMENT AND MARKETING AGREEMENT
This Joint Development and Marketing Agreement (the "AGREEMENT") is entered
into as of March 15, 2002 (the "EFFECTIVE DATE"), by and between Lumenon
Innovative Lightwave Technology, Inc., a corporation organized under the laws of
Delaware ("LUMENON") and the Poly-Scientific Division of Litton Systems, Inc., a
corporation organized under the laws of Delaware ("POLY-SCIENTIFIC") (Lumenon
and Poly-Scientific are sometimes referred to herein individually as a "PARTY"
and collectively as the "PARTIES").
WHEREAS, Lumenon and Poly-Scientific are each involved in the design,
development, marketing and sale of certain components of a Configurable Optical
Add Drop Multiplexer (as defined below) or "COADM";
WHEREAS, Lumenon and Poly-Scientific have entered into that certain
Memorandum of Understanding dated February 8, 2001 (the "MOU") pursuant to which
Poly-Scientific and Lumenon jointly developed a high-level architecture for a
COADM, and Poly-Scientific and Lumenon wish this Agreement to supersede the MOU
in its entirety; and
WHEREAS, Poly-Scientific and Lumenon desire to cooperate in order to
jointly develop a COADM based on certain components and modules developed by
each Party, and Poly-Scientific desires to manufacture or have manufactured,
market and sell such COADM within the Field of Use (as defined below) pursuant
to the terms and conditions of this Agreement.
NOW THEREFORE, in consideration of the mutual promises set forth herein,
and other good and valuable consideration, the receipt and sufficiency of which
is hereby acknowledged, the Parties agree as follows:
1
{PAGE}
1. DEFINITIONS.
When used in this Agreement, each of the following capitalized terms shall
have the meanings set forth hereunder:
1.1. "AFFILIATE" means a corporation, company, or other entity (i) more
than fifty percent (50%) of whose outstanding shares or securities (representing
the right to vote for the election of directors or other managing authority)
are, now or hereafter, owned or controlled, directly or indirectly by a Party
hereto, but only for so long as such ownership or control exists; or (ii) which
owns or controls more than fifty percent (50%) of the outstanding shares or
securities (representing the right to vote for the election of directors or
other managing authority) of a Party hereto, or (iii) more than fifty percent
(50%) of whose outstanding shares or securities (representing the right to vote
for the election of directors or other managing authority) are, now or
hereafter, owned or controlled, directly or indirectly by an entity referred to
in (ii) above.
1.2. "COMMERCIALIZATION PLAN" shall have the meaning set forth in Section
4.3.
1.3. "CONFIGURABLE OPTICAL ADD DROP MULTIPLEXER" or "COADM" means a
board-level configurable optical add drop multiplexer that (i) contains a
MEMS-based optical switch and an arrayed waveguide, (ii) contains between four
(4) and thirty-two (32) channels, and (iii) is used in connection with optical
telecommunications networks.
1.4. "CONTROL" or "CONTROLLED" means, with respect to any (a) item of
information, including, without limitation, Know-How, or (b) intellectual
property right, the possession (whether by ownership or license, other than
pursuant to this Agreement) by a Party of the ability to grant to the other
Party access and/or a license as provided herein under such item or right
without violating the terms of any agreement or other arrangements with any
third party existing before or after the Effective Date.
1.5. "DEVELOPMENT PERIOD" means the period during which the Parties are
undertaking the Development Project.
1.6. "DEVELOPMENT PLAN" means a document describing the tasks to be
performed by both Parties in order to develop the Product, together with a
description of any associated responsibilities, financial commitments, personnel
commitments, space commitments, milestones, time schedules and other information
relevant to the performance of such tasks. The Development Plan shall be
attached hereto as EXHIBIT A, and amended from time to time, upon the mutual
agreement of the Parties.
1.7. "DEVELOPMENT PROJECT" means the deliverables and other work undertaken
by the Parties during the Development Period in anticipation of or pursuant to
the Development Plan.
144757
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Lumenon
As referenced in this Joint Development and Marketing Agreement:
Lumenon
Innovative Lightwave Technology, Inc. – OMISSIONS.
--------------------------------------------------------------------------------
EXECUTION VERSION
-----------------
JOINT DEVELOPMENT AND MARKETING AGREEMENT
This Joint Development and Marketing Agreement (the "AGREEMENT") is entered
into as of March 15, 2002 (the "EFFECTIVE DATE"), by and between Lumenon
Innovative Lightwave Technology, Inc. , a corporation organized under the laws of
Delaware ("LUMENON") and the Poly-Scientific Division of Litton Systems, Inc., a
corporation organized under the laws of Delaware ("POLY-SCIENTIFIC") (Lumenon
_____________
Lumenon Innovative Lightwave Technology, Inc. – been given upon receipt or, if given by
fax, on the next business day following transmission.
{TABLE}
{CAPTION}
If to Poly-Scientific: If to Lumenon:
--------------------- -------------
{S} {C}
Poly-Scientific Division Lumenon Innovative Lightwave Technology, Inc.
Litton Systems, Inc. 8851 Trans-Canada Highway
1213 North Main Street Ville Saint Laurent, Quebec
Blacksburg, VA 24060-3100 Canada H4S 126
Attention: Dr. Norris E. Lewis Attention: ______________________
_____________
dt 1453387
;
Lumenon
As referenced in this Joint Development and Marketing Agreement:
Lumenon
Innovative Lightwave Technology, Inc. – OMISSIONS.
--------------------------------------------------------------------------------
EXECUTION VERSION
-----------------
JOINT DEVELOPMENT AND MARKETING AGREEMENT
This Joint Development and Marketing Agreement (the "AGREEMENT") is entered
into as of March 15, 2002 (the "EFFECTIVE DATE"), by and between Lumenon
Innovative Lightwave Technology, Inc. , a corporation organized under the laws of
Delaware ("LUMENON") and the Poly-Scientific Division of Litton Systems, Inc., a
corporation organized under the laws of Delaware ("POLY-SCIENTIFIC") (Lumenon
_____________
Lumenon Innovative Lightwave Technology, Inc. – been given upon receipt or, if given by
fax, on the next business day following transmission.
{TABLE}
{CAPTION}
If to Poly-Scientific: If to Lumenon:
--------------------- -------------
{S} {C}
Poly-Scientific Division Lumenon Innovative Lightwave Technology, Inc.
Litton Systems, Inc. 8851 Trans-Canada Highway
1213 North Main Street Ville Saint Laurent, Quebec
Blacksburg, VA 24060-3100 Canada H4S 126
Attention: Dr. Norris E. Lewis Attention: ______________________
_____________
dt 1453391
;
|
 Hale and Dorr
As referenced in this Joint Development and Marketing Agreement:
Hale and Dorr – 4783 Facsimile: ______________________
With a copy to: With a copy to:
-------------- --------------
Michael H. Wallach, Esq. Hale and Dorr LLP
Northrop Grumman Component Technologies 60 State Street
120 Wood Avenue South, Suite 408
dt 37116
;
Poly-Scientific Division of Litton Systems, Inc.
|
| Preview
Subscribers | 2002 |
Joint Development and Marketing Agreement
Joint Development and Marketing Agreement (65K)
Doc #1226684: Click preview link for longer preview.
EXECUTION VERSION
-----------------
JOINT DEVELOPMENT AND MARKETING AGREEMENT
This Joint Development and Marketing Agreement (the "AGREEMENT") is entered
into as of March 15, 2002 (the "EFFECTIVE DATE"), by and between Lumenon
Innovative Lightwave Technology, Inc., a corporation organized under the laws of
Delaware ("LUMENON") and the Poly-Scientific Division of Litton Systems, Inc., a
corporation . . .
1226684
|
Lumenon
As referenced in this Joint Development and Marketing Agreement:
Lumenon
Innovative Lightwave Technology, Inc. – OMISSIONS.
--------------------------------------------------------------------------------
EXECUTION VERSION
-----------------
JOINT DEVELOPMENT AND MARKETING AGREEMENT
This Joint Development and Marketing Agreement (the "AGREEMENT") is entered
into as of March 15, 2002 (the "EFFECTIVE DATE"), by and between Lumenon
Innovative Lightwave Technology, Inc. , a corporation organized under the laws of
Delaware ("LUMENON") and the Poly-Scientific Division of Litton Systems, Inc., a
corporation organized under the laws of Delaware ("POLY-SCIENTIFIC") (Lumenon
_____________
Lumenon Innovative Lightwave Technology, Inc. – fax, on the next business day following transmission.
<TABLE>
<CAPTION>
If to Poly-Scientific: If to Lumenon:
--------------------- -------------
<S> <C>
Poly-Scientific Division Lumenon Innovative Lightwave Technology, Inc.
Litton Systems, Inc. 8851 Trans-Canada Highway
1213 North Main Street Ville Saint Laurent, Quebec
Blacksburg, VA 24060-3100 Canada H4S 126
Attention: Dr. Norris E. Lewis Attention: ______________________
_____________
dt 1453388
;
|
Lumenon
As referenced in this Joint Development and Marketing Agreement:
Lumenon
Innovative Lightwave Technology, Inc. – OMISSIONS.
--------------------------------------------------------------------------------
EXECUTION VERSION
-----------------
JOINT DEVELOPMENT AND MARKETING AGREEMENT
This Joint Development and Marketing Agreement (the "AGREEMENT") is entered
into as of March 15, 2002 (the "EFFECTIVE DATE"), by and between Lumenon
Innovative Lightwave Technology, Inc. , a corporation organized under the laws of
Delaware ("LUMENON") and the Poly-Scientific Division of Litton Systems, Inc., a
corporation organized under the laws of Delaware ("POLY-SCIENTIFIC") (Lumenon
_____________
Lumenon Innovative Lightwave Technology, Inc. – fax, on the next business day following transmission.
<TABLE>
<CAPTION>
If to Poly-Scientific: If to Lumenon:
--------------------- -------------
<S> <C>
Poly-Scientific Division Lumenon Innovative Lightwave Technology, Inc.
Litton Systems, Inc. 8851 Trans-Canada Highway
1213 North Main Street Ville Saint Laurent, Quebec
Blacksburg, VA 24060-3100 Canada H4S 126
Attention: Dr. Norris E. Lewis Attention: ______________________
_____________
dt 1453392
|