EXHIBIT 10.81
OEM PURCHASE AGREEMENT
SECOND AMENDMENT
This Second Amendment ("Amendment") effective as of the 25th day of October 2004 amends the OEM Purchase Agreement dated December 16, 2002 ("Agreement") by and between Hewlett-Packard Company a Delaware Corporation having a place of Business located at 20555 SH 249 Houston, Texas 77070, ("HP") and Brocade Communications Systems, Inc., a Delaware corporation having its principal place of business located at 1745 Technology Drive, San Jose, California 95110 ("Brocade").
RECITALS
WHEREAS, HP and Brocade have entered into the Agreement pursuant to which HP agreed to purchase and Brocade agreed to sell OEM Products in accordance with the terms and conditions set forth therein; and
WHEREAS, HP and Brocade desire to add an additional product to the Agreement pursuant to the attached Exhibit so that HP may offer such OEM Products for sale to HP customers.
AGREEMENTS
NOW THEREFOR, in consideration of the mutual covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, HP and Brocade agree as follows:
1. Definitions
Terms used in this Amendment that are not defined herein shall have the
same meaning given thereto in the Agreement.
2. Confirmation and Ratification
Except as expressly amended herein, all unmodified and remaining terms and
conditions of the Agreement shall remain in full force and effect. All
capitalized terms not defined in this Amendment shall have the same
meaning as set forth in the Agreement. In the event of a conflict between
the Agreement and the Amendment, the terms of the Amendment shall govern.
3. Amendments
HP and Brocade hereby agree that the Agreement is hereby amended to
include the following items:
Exhibit A-2-A is added to Exhibit A of the Agreement. Section 10 of
Exhibit A-2-A is added to Exhibit C of the Agreement.
The parties have caused this Amendment to be executed by their duly
authorized representatives as indicated below.
HEWLETT-PACKARD COMPANY BROCADE COMMUNICATIONS SYSTEMS, INC.
By: /s/ RICHARD GENTILINI By: /s/ MICHAEL KLAYKO
--------------------- ------------------
Name: RICHARD GENTILINI Name: MICHAEL KLAYKO
Title: DIRECTOR, NSS PROCUREMENT Title: VP, WW SALES
Date: 10-27-04 Date: OCTOBER 26, 2004
EXHIBIT A-2-A
PRODUCT ADDENDUM
HP CONFIGUATION SPECIFICATIONS
(Product Addendum with [**] to be attached)
- ---------- [**] Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
PRODUCT ADDENDUM A-2-A
TO
EXHIBIT A-2
OF
OEM PURCHASE AGREEMENT
This Product Addendum by and between Hewlett-Packard Company ("HP"), and Brocade Communications Systems, Inc. ("Brocade") is issued pursuant to Exhibit A-2 of the OEM Procurement Agreement between the parties dated December 16, 2002 ("Agreement") and is incorporated therein by reference.
1. SCOPE.
This Product Addendum sets forth the work efforts between HP and Brocade for the Brocade SAN Switch for HP BladeSystem p-Class henceforth referred to as ("SAN Switch") that incorporates the functionality and commands as defined in HP's [**] (Attachment 1) [**].
2. DEFINITIONS.
Capitalized terms used but not defined herein shall have the meaning assigned to them in the OEM Agreement. The following definitions shall apply to this Product Addendum.
2.1 "General Availability" means, with respect to a particular product,
the date on which the product is initially introduced into the stream of
commerce for revenue by both companies.
2.2 "Milestone" means each of the various tasks to be accomplished by
Brocade and HP as set forth in Section 5, Deliverables, Schedule and
Milestones, below.
2.3 "Qualification Plan" means Qualification Plan for the SAN Switch. The
Qualification Plan will be developed by the parties according to the
timeline indicated in the [**] and based on the outline of Attachment 3 to
the [**].
2.4 "Specification" as referred to in this document means the [**]Brocade
Technical Specification(s) for SAN Switch that may be updated from time to
time.
2.5 [**], added hereto as Attachment 1 and shall include the [**]of the
OEM Product.
- ---------- [**] Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
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