Development And Marketing Agreement

DEVELOPMENT AND MARKETING AGREEMENT


This Agreement is made effective as of January 17, 2000 (the "Effective
Date") by and between Adaptec, Inc., a Delaware corporation with its
offices at 691 South Milpitas Blvd., Milpitas, California 95035,
Adaptec CI, Ltd. a Cayman Islands corporation with its place of
business at P.O. Box 265GT, Walker House, Georgetown, Grand Cayman,
Cayman Islands ("Adaptec" shall mean Adaptec Inc. and Adaptec CI, Ltd.
collectively), and Agilent Technologies, Inc., a Delaware corporation
with its offices at 370 W. Trimble Road, San Jose, California 95131
("Agilent").


RECITALS


WHEREAS, Agilent has developed and currently maintains certain Fibre
Channel hardware and software technologies.


WHEREAS, Agilent and Adaptec desire to cooperate in the further development
of the certain Fibre Channel hardware and software technologies.


WHEREAS, Adaptec, Inc. and Adaptec CI, Ltd. wish to acquire certain US
and non-US rights, respectively, to the certain Fibre Channel
hardware and software technologies and any developments to the
certain Fibre Channel hardware and software technologies made by
Adaptec and Agilent.


NOW, THEREFORE, Adaptec and Agilent agree as follows:


1. DEFINITIONS.


"Adaptec Field of Use" means (i) any product based on an IA-32 or
IA-64 compatible computer processor as operated exclusively with
widely commercially available, widely platform compatible
operating systems such as NT, Windows 2000, UnixWare, NetWare,
Solaris x86, Linux, Win95, Win98, and standard extensions of these
operating systems, (ii) any product based on a follow-on computer
processor that uses an operating system designated in subdivision
(i) above and which is IA-32 or IA-64 compatible, (iii) any
MacIntosh operating system compatible product, and (iv) Boards
that support only widely commercially available, widely platform
compatible operating systems such as NT, Windows 2000, UnixWare,
NetWare, Solaris x86, Linux, Win95, Win98, and standard extensions
of these operating systems, sold to Distributors.


"Agilent Field of Use" means (i) any product based on a computer
processor with a Sparc, MIPS, Power PC or PA-RISC architecture, or
other architecture that is not IA-32 or IA-64 compatible; (ii) any
product sold by a third party peripheral device or Fibre Channel
Infrastructure device manufacturer; (iii) any computer processor
that uses in any way an operating system not specified in the
definition for "Adaptec Field of Use", (iv) Boards that support
only operating systems other than the widely commercially
available, widely platform compatible operating systems such as
NT, Windows 2000, UnixWare, NetWare, Solaris x86, Linux, Win95,
Win98, sold to Distributors, and (v) any other product not in
conflict with the Adaptec Field of Use.


"Boards" means all versions developed prior to and during the term of
this Agreement of those add-in host cards, including but not
limited to those recited in Exhibit D, that (i) connect a
Peripheral Component Interconnect (PCI) or its extensions to a
Fibre Channel Infrastructure and (ii) are not RAID capable (an
add-in host card is considered RAID capable if (a) it has a
hardware XOR function on the card or (b) the RAID code is run on a
microprocessor on the add-in host card excepting RAID 0).


"Board Designs" means the schematic designs and/or tapeouts for any
and all Boards.


"Board and Chip Supply Agreement" means the Board and Chip Supply
Agreement substantially in the form attached as Exhibit A hereto.


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"Chips" means those semiconductor products listed in Exhibit B and any
additional standard product PCI Fibre Channel Protocol ICs
released by Agilent during the term of this Agreement.


"Distributor" means any non-OEM individual or entity that purchases any
product in order to resell without substantial modification to
another individual or entity.


"Fibre Channel Driver Software" means all versions, including but not
limited to all source code versions and those recited in Exhibit
C, developed prior to and during the term of this Agreement of (i)
the Fibre Channel Layer Code, (ii) the Fibre Channel O/S Layer
Driver Code, including firmware, and Chip-compatible BIOS code and
(iii) any and all associated documentation. This definition
excludes software developed for the Tachyon HHBA-5000 HBA, which
was derived from software licensed from a third party.


"Fibre Channel Infrastructure" means the components used to create a
Storage Area Network, including switches, routers, and hubs, but
excluding fibre channel boards, chips, and any and all components
related to a main server.


"Fibre Channel Layer Code" means the code that resides below the
application program interface ("API") as described in the driver
architecture specification listed in Exhibit C.


"Fibre Channel Management Software" means all versions developed during
the term of this Agreement of (i) any code that resides above the
Fibre Channel Driver Software (e.g., management and control
software, zoning software), and (ii) any and all associated
documentation.


"Fibre Channel O/S Layer Driver Code" means the code that resides
above the API as described in the driver architecture
specification listed in Exhibit C.


"Parties" means Adaptec and Agilent collectively.


"Party" means either Adaptec or Agilent as indicated by the context.


"Start-Up Period" means the period of time commencing on the Effective
Date and continuing until Agilent completes the delivery of all
deliverables ordered within nine (9) months of the Effective Date
by Adaptec pursuant to Section 4.


2. CHIPS AND BOARDS.


2.1. MANUFACTURE AND SUPPLY OF CHIPS. Pursuant to the Board and Chip
Supply Agreement, Agilent will manufacture and supply Chips to
Adaptec at Agilent's then most favorable OEM pricing, excluding
strategic alliance partnership pricing as defined in Exhibit H,
for the purposes of (i) incorporating such Chips into Boards for
use in the Adaptec Field of Use, (ii) using such Chips in
activities related to such incorporation (including, but not
limited to, testing and certifying such Chips), and (iii)
marketing, distributing, selling, sublicensing, and supporting
customers in the use of the Chips as incorporated in such Boards.
Agilent is precluded from enabling new open market PCI Fibre
Channel Host Adapter vendors. Agilent customers who currently
offer open market PCI Fibre Channel Host Adapters consist of, and
for purposes of this Agreement are limited to, Interphase, JNI,
Prisa, Systran, and Compaq.


2.2. MANUFACTURE AND SUPPLY OF BOARDS. Pursuant to the Board and Chip
Supply Agreement, Agilent will manufacture and supply those Boards
listed in Exhibit D to Adaptec for use in the Adaptec Field of Use
at Agilent's then most favorable OEM pricing for the purposes of
(i) incorporating the Boards into products for use in the Adaptec
Field of Use, (ii) marketing, distributing, selling, sublicensing,
and supporting customers in the use of such Boards and products,
and (iii) using such Boards in related activities (including, but
not limited to, testing and certifying such Boards).


2.3. SALE OF STAND-ALONE CHIPS. Agilent appoints Adaptec to be
Agilent's Chip sales representative for the sale of Chips to
certain third parties. The certain third parties shall initially
comprise those companies, excluding Intel, that develop and/or
distribute technologies within the Adaptec Field of Use. A


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manufacturer's representation agreement (the "Manufacturer's
Representation Agreement") detailing this relationship will be
drafted and executed by the Parties. Additional third parties for
which Adaptec will act as Agilent's Chip sales representative will
be added to the Manufacturer's Representation Agreement by mutual
consent of the Parties at regularly scheduled conferences, which
will occur at least every six months.


2.4. IMPLEMENTATION OF PATENTED TECHNOLOGY; GRANT OF LICENSE.


For certain technologies used in the Chips, Agilent currently owns
patents or is seeking patent protection. Agilent grants to Adaptec
a non-exclusive, world-wide, royalty-free license to all such
technologies and any and all related patents for any and all
purposes contemplated by this Agreement. Agilent contemplates that
such technologies may, in the future, be implemented in firmware,
including the firmware portion of the Fibre Channel Driver
Software, and that Chips provided to Adaptec hereunder may embody
such firmware implementations. Agilent agrees that the license
grants made by Agilent to Adaptec in this Agreement, including but
not limited to those to the Chips and the Fibre Channel Driver
Software, shall cover such firmware implementations, and that such
license grants shall cover any Chips sold to Adaptec and any
products that incorporate the Chips during and after the term of
this Agreement, for the full lifetime of any such patents.
However, Agilent retains full and complete ownership of all such
patents, and makes no transfer of any ownership, part or full, of
any such patents to Adaptec.


3. FIBRE CHANNEL DEVELOPMENT COMMITTEE.


A panel comprised of one (1) engineering representative and one
(1) marketing representative from each Party (the "Fibre Channel
Development Committee") will meet every six (6) months to develop
and audit a rolling twelve (12) month development schedule for all
Fibre Channel technologies contemplated by this Agreement (the
"Fibre Channel Development Schedule"). The Initial Fibre Channel
Development Schedule is attached hereto as Exhibit E. The Fibre
Channel Development Committee will determine which modifications
to the existing technology are mandatory, and to which Party and
by what schedule such mandatory modifications are to be developed.


4. INITIAL DELIVERABLES. Agilent will use commercially reasonable efforts
to provide the deliverables and services as scheduled in the
Deliverables Schedule attached hereto as Exhibit F.


5. FIBRE CHANNEL DRIVER SOFTWARE.


5.1. DELIVERY BY AGILENT. Within 30 days after the Effective Date,
Agilent shall deliver to Adaptec copies of the then most current
version(s) of the Fibre Channel Driver Software. The Fibre Channel
Driver Software must conform to the Fibre Channel Driver Software
Specifications attached hereto as Exhibit C. Agilent shall deliver
the Fibre Channel Driver Software in a form and format mutually
agreed upon by the Parties.


5.2. LICENSE GRANT TO FIBRE CHANNEL DRIVER SOFTWARE.


Agilent hereby grants to Adaptec:


(i) a license, exclusive except with respect to Agilent, to (x)
use, copy, test, modify, and certify the Fibre Channel O/S
Layer Driver Code, (y) market, distribute, sell, price, and
sublicense the right to use the Fibre Channel O/S Layer Driver
Code as used with Chips, and (z) support customers in the use
of the Fibre Channel O/S Layer Driver Code as used with Chips,
to the extent necessary for any and all purposes contemplated
by this Agreement; and,


(ii)a license, exclusive except with respect to Agilent and those
Agilent customers who require the Fibre Channel Layer Code for
use in embedded designs, to (x) use, copy, test, modify,
certify the Fibre Channel Layer Code, (y) market, distribute,
sell, price, sublicense the right to use the Fibre Channel
Layer Code as used with Chips, and (z) support customers in the
use of the Fibre Channel Layer Code as used with Chips to the
extent necessary for any and all purposes contemplated by this
Agreement.


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5.3. ENFORCEMENT OF RIGHTS. Adaptec, as licensee of the Fibre Channel
Driver Software, shall have power and right, in the event that
Agilent, (i) having actual notice of an infringement,
misappropriation, or any other violation of any and all
intellectual property rights, excluding Agilent's trademark
rights, associated with the Fibre Channel Driver Software
(collectively, "Fibre Channel Driver Software Infringement"),
gives formal notice to Adaptec of its decision not to take any
action in response to such Fibre Channel Driver Software
Infringement, or (ii) fails to give such formal notice to Adaptec
within 10 business days of receiving actual notice of such
violation, (x) to institute and prosecute at its own expense suits
for such Fibre Channel Driver Software Infringement, (y) to enjoin
such Fibre Channel Driver Software Infringement and to collect
damages, profits, and awards of whatever nature recoverable for
such Fibre Channel Driver Software Infringement, and (z) to settle
any claim or suit for such Fibre Channel Driver Software
Infringement by granting to the alleged Infringer a sublicense to
the Fibre Channel Driver Software. Agilent will assist Adaptec and
provide reasonably necessary cooperation to Adaptec in such suits
and settlements, including but not limited to assigning Adaptec
power of attorney and any other rights necessary for the
prosecution of such suits and/or joining as party plaintiff in
such suits if required by law for the prosecution of such suits.
Adaptec explicitly retains all rights and powers associated with
its trademarks, regardless of whether any or all of such
trademarks are associated with the Fibre Channel Driver Software.


5.4. RESERVATION OF RIGHTS. Any rights to the Fibre Channel Driver
Software that are not expressly granted to Adaptec in this
Agreement are reserved by Agilent.


6. MODIFICATIONS TO FIBRE CHANNEL DRIVER SOFTWARE.


6.1. MODIFICATIONS BY AGILENT. Agilent shall use reasonable efforts to
develop the Agilent mandatory modifications to the Fibre Channel
Driver Software as identified in the Initial Fibre Channel
Development Schedule attached hereto as Exhibit E and as
determined by the Fibre Channel Development Committee, and may
from time to time during the term of this Agreement make
additional modifications to the Fibre Channel Driver Software
(collectively, the "Agilent Fibre Channel Driver Software
Modifications"). Any and all Agilent Fibre Channel Driver Software
Modifications shall be presented on a timely basis by Agilent to
the Fibre Channel Driver Software Panel, as defined below, in a
form and format specified by the Fibre Channel Driver Software
Panel for its consideration.


6.2. MODIFICATIONS BY ADAPTEC. Adaptec shall use its reasonable efforts
to develop the Adaptec mandatory modifications to the Fibre
Channel Driver Software as identified in the Fibre Channel Driver
Software Modification Schedules as determined by the Fibre Channel
Development Committee, and may from time to time during the term
of this Agreement make additional modifications to the Fibre
Channel Driver Software (collectively, the "Adaptec Fibre Channel
Driver Software Modifications"). Any and all Adaptec Fibre Channel
Driver Software Modifications shall be presented on a timely basis
by Adaptec to the Fibre Channel Driver Software Panel, as defined
below, in a form and format specified by the Fibre Channel Driver
Software Panel for its consideration.


6.3. DELIVERY AND ACCEPTANCE OF MODIFICATIONS. A panel of two (2)
engineering representatives from each Party (the "Fibre Channel
Driver Software Panel") will meet on a regular basis to present
and discuss Agilent Fibre Channel Driver Software Modifications
and Adaptec Fibre Channel Driver Software Modifications and to
recommend which, if any, of such modifications should be
incorporated into the Fibre Channel Driver Software. The Fibre
Channel Driver Software Panel shall give priority to and consider
in a timely manner all modifications submitted to it by the
Parties in accordance with a Fibre Channel Driver Software
Modification Schedule. In the event that the Fibre Channel Driver
Software Panel recommends that a given Agilent Fibre Channel
Driver Software Modification or a given Adaptec Fibre Channel
Driver Software Modification be incorporated into the Fibre
Channel Driver Software, the Fibre Channel Driver Software Panel
may, in its sole discretion, either (i) formally accept such a
modification for incorporation into the Fibre Channel Driver
Software or (ii) stipulate the test(s), if any, that should be
performed on such modification prior to a determination of whether
the modification should be formally accepted for incorporation
into the Fibre Channel Driver Software. In the event that the
Fibre Channel Driver Software Panel formally accepts the
modification, the appropriate Party shall deliver the modification
to Agilent in accordance with the schedule, if any, drafted by the
Fibre Channel Driver Software Panel with respect to such delivery.
Agilent shall then use its reasonable efforts to incorporate the
modification into the Fibre


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Channel Driver Software. In the event that the Fibre Channel
Driver Software Panel stipulates that certain test(s) are to be
performed on the modification, the appropriate Party shall
deliver the modification to Agilent in accordance with the
schedule, if any, drafted by the Fibre Channel Driver Software
Panel with respect to such delivery. Upon receiving the
modification, Agilent shall perform such test(s) in a timely
manner and provide any and all results of such test(s) to the
Fibre Channel Driver Software Panel for review and
consideration. In addition to the above activities, the Fibre
Channel Driver Software Panel may engage in activities
reasonably related to the Fibre Channel Driver Software and the
Fibre Channel Driver Software Modifications, including but not
limited to developing a common reporting and documentation
process, ensuring the Fibre Channel Driver Software is
synchronized on a regular basis (e.g., every six months),
conducting regular joint meetings to review bugs and
enhancements, and working closely to train each other on the
Parties' respective development efforts.


6.4. RETENTION AND RELEASE OF MODIFICATIONS. Agilent shall maintain the
master copy of the Fibre Channel Driver Software and deliver
updated copies of the Fibre Channel Driver Software to Adaptec in
accordance with a schedule agreed upon by the Fibre Channel Driver
Software Panel and/or upon reasonable requests by Adaptec for
copies of the Fibre Channel Driver Software.


6.5. LICENSE GRANT TO MODIFICATIONS.


6.5.1. AGILENT'S FIBRE CHANNEL DRIVER SOFTWARE MODIFICATIONS.
Agilent grants to Adaptec (i) an exclusive license for the
term of this Agreement to use, copy, test, modify, certify,
market, distribute, sell, price, sublicense, and support
customers in the use of the Agilent Fibre Channel Driver
Software Modifications as incorporated in the Fibre Channel
Driver Software for use in the Adaptec Field of Use, and (ii)
a license, exclusive except with respect to Agilent, to use,
copy, test, modify, and certify the Agilent Fibre Channel
Driver Software Modifications for the purpose of making
Adaptec Fibre Channel Driver Software Modifications.


6.5.2. ADAPTEC'S FIBRE CHANNEL DRIVER SOFTWARE MODIFICATIONS.
Adaptec grants to Agilent (i) an exclusive license for the
term of this Agreement to use, copy, test, modify, certify,
market, distribute, sell, price, sublicense, and support
customers in the use of the Adaptec Fibre Channel Driver
Software Modifications as incorporated in the Fibre Channel
Driver Software for use in the Agilent Field of Use, and (ii)
a license, exclusive except with respect to Adaptec, to use,
copy, test, modify, and certify the Adaptec Fibre Channel
Driver Software Modifications for the purpose of making
Agilent Fibre Channel Driver Software Modifications.


6.5.3. RESTRICTIONS ON LICENSES TO FIBRE CHANNEL DRIVER SOFTWARE
MODIFICATIONS. In no event may either Party disclose or
distribute in source code format the Fibre Channel Driver
Software Modifications of the other Party without receiving
the prior written consent of the other Party. Notwithstanding
the foregoing, Agilent may, without receiving Adaptec's prior
consent, disclose and/or distribute the Fibre Channel Layer
Code in source code format to those Agilent customers who
require the Fibre Channel Layer Code for use in embedded
designs.


6.5.4. RESERVATION OF RIGHTS. Any rights to a Party's Fibre
Channel Driver Software Modifications that are not expressly
granted to a Party in this Agreement are reserved by the other
Party.


7. FIBRE CHANNEL MANAGEMENT SOFTWARE AND MODIFICATIONS.


7.1. FIBRE CHANNEL MANAGEMENT SOFTWARE.


7.1.1. DEVELOPMENT BY ADAPTEC. Adaptec shall use reasonable efforts to
develop the Fibre Channel Management Software in accordance with
any and all Fibre Channel Management Software Specifications
provided to Adaptec by the Fibre Channel Development Committee.


7.1.2. CONSIDERATION FOR FIBRE CHANNEL MANAGEMENT SOFTWARE. Upon
completion of the Fibre Channel Management Software, Adaptec will
offer Agilent delivery of and license to the Fibre Channel
Management Software at commercially reasonable royalty rates.


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7.1.3. DELIVERY BY ADAPTEC. Upon the completion of the negotiations of
the royalties to be paid by Agilent for the Fibre Channel
Management Software, Adaptec shall deliver to Agilent a copy of
the Fibre Channel Management Software. Adaptec shall deliver the
Fibre Channel Management Software in a form and format mutually
agreed upon by the Parties.


7.1.4. LICENSE GRANT TO FIBRE CHANNEL MANAGEMENT SOFTWARE.


Upon the completion of the negotiations of the royalties to be paid
by Agilent for the Fibre Channel Management Software, Adaptec
shall grant to Agilent an exclusive license for the term of the
Agreement to (i) incorporate the Fibre Channel Management
Software into products for use in the Agilent Field of Use,
(ii) use, copy, test, modify, market, distribute, sell, price,
and sublicense the right to use the Fibre Channel Management
Software as used in such products, and (iii) support customers
in the use of the Fibre Channel Management Software as used in
such products.


7.1.5. ENFORCEMENT OF RIGHTS. Upon Agilent's being granted the license
contained in Section 7.1.4 to the Fibre Channel Management
Software, Agilent, as licensee of the Fibre Channel Management
Software, shall have power and right, in the event that Adaptec,
(i) having actual notice of an infringement, misappropriation, or
any other violation of any and all intellectual property rights,
excluding Adaptec's trademark rights, associated with the Fibre
Channel Management Software (collectively, ...