Exhibit 10.37
5600 Cottle Road
San Jose, CA 95193 0001
June 6, 2002
Brocade Communications Systems, Inc.
1901 Guadalupe Parkway
San Jose, CA 95131
Attention: Mr. Patrick Johnston
Subject: Amendment 7 to SOW#1 of the IBM/Brocade Goods Agreement ROC-P-68
Dear Patrick:
This letter (the "Amendment") serves as Amendment Number 7 to SOW#1, including
all amendments thereto ("SOW#1") of the Goods Agreement ROC-P-68, including all
amendments thereto (the "Goods Agreement") which the parties hereto do mutually
agree to amend as follows:
1. Delete the table in Section 1.1, "Specifications," and replace as follows:
IBM SPECIFICATION/ATTACHMENTS ENGINEERING CHANGE LEVEL DESCRIPTION
(IF APPLICABLE)
- --------------------------------- ------------------------------ ------------------------------
[*] Version 1.0 SilkWorm 2000 Family Product
Specification 90-0000001-01
[*] Dated 8/06/2001 Supplier Quality Attachment
[*] Version 10 Packaging and Materials
Handling Specification
[*] Dated 10/17/00 IBM CSP Requirements
[*] Version 2.0 Brocade Fabric OS
Publication 53-0001487-03
[*] Version 2.1 Brocade WebTools Reference
Manual Publication
53-0001490-02
[*] Version 2.0 Brocade Zoning Reference
Manual Publication
53-0001488-02
[*] Version 1.0 SilkWorm 3800 Product
Specification --
90-0000077-01
Version TBD SilkWorm 3900 Product
Specification -- TBD
Version 1.0 SilkWorm 3200 Product
Specification
Reference 90-0000077-01
Version A SilkWorm 12000 Product
Specification 79-0000001-01
Dated 05/01/02 2109-M12, CTO Training
Workbook
V. 4-09-02 "SW12000" Port Card
Installation Guidelines
* CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH
THE SEC. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE
OMITTED PORTIONS.
1
2. Delete pricing table in its entirety in Section 2.1, "Pricing" and replace
with the following:
IBM P/N / NUMA-Q BROCADE P/N DESCRIPTION UNIT PRICE
P/N
- ---------------------------- ----------------- ---------------------------------- -------------
[*] [*] 8-Port Fibre [*]
Channel Switch
Single Power
Supply (SW2400) Includes SES, Web
tools, Zoning and Fabric Watch --
whole unit switch Product
[*] [*] 16 Port Fibre [*]
Channel
Switch Single
Power Supply
(SW2800) Includes SES, Web tools,
Zoning and Fabric Watch -- whole
unit switch Product
[*] [*] Silkworm 2000 [*]
Power Supply
[*] [*] Mainboard, SW [*]
2400 (8-port)
[*] [*] Fan Tray, SW 2400 [*]
(8-port)
[*] [*] Chassis, SW [*]
2400 (8-port)
[*] [*] Mainboard, SW 2800 [*]
(16-port)
[*] [*] Fan Tray, SW 2800 [*]
(16-port)
[*] [*] Chassis, SW 2800 [*]
(16-port) with
operator panel/
LCD
[*] [*] Quick Loop License [*]
[*] [*] Fabric Watch [*]
License
[*] [*] Extended Fabrics [*]
[*] [*] Remote Switch [*]
[*] [*] 16 Port Fibre [*]
Channel
Switch Single
Power
Supply (SW3800)
Includes Web
tools, Zoning and
Fabric Watch --
whole unit switch
Product
[*] 32 Port Fibre [*]
Channel
Switch Single
Power Supply
(SW3900) Includes SES, Webtools,
Zoning and Fabric Watch -- whole
unit switch Product
[*] [*] 8 Port Fibre [*]
Channel
* CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH
THE SEC. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE
OMITTED PORTIONS.
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Switch Single
Power Supply
(SW3200)
Includes Web Tools
[*] [*] Full Fabric [*]
Upgrade Includes
Zoning and Fabric
Watch
[*] [*] Fan (SW3800) [*]
[*] [*] Power Supply [*]
(SW3800)
[*] [*] Mainboard FRU [*]
(SW3800)
[*] [*] Fan (SW3900) [*]
[*] [*] Power Supply [*]
(SW3900)
[*] [*] Mainboard FRU [*]
(SW3900)
[*] [*] LUN Zoning [*]
[*] [*] LUN Zoning [*]
[*] [*] LUN Zoning [*]
[*] [*] Advanced Security [*]
[*] [*] Advanced Security [*]
[*] [*] Advanced Security [*]
[*] [*] Performance [*]
Bundle (Trunking
and Performance
Monitoring)
[*] [*] Performance [*]
Bundle (Trunking
and Performance
Monitoring)
[*] [*] Performance [*]
Bundle (Trunking
and Performance
Monitoring)
[*] [*] 32 Port Fibre [*]
Channel Core
Switch (SW12000) Includes 2
Stiletto Port Blades, 2 CP
Blades, 4 Power Supplies, 3
Blowers, 6 Port Blade Filler
Panels, 1 Cable Management
Pillar, Fabric OS, Advanced Web
Tools, Advanced Zoning, Fabric
Watch, Performance Monitoring,
Trunking.
[*] [*] Rack Mounting Kit [*]
* CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH
THE SEC. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE
OMITTED PORTIONS.
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14U, FRU
[*] [*] Switch Blade 16 [*]
port, 2GB
[*] [*] Chassis Door, [*]
Includes Plastic
and Metal door
Components and
IBM Front Badge
[*] [*] Control Processor [*]
Blade
[*] [*] Stiletto Port [*]
Blade Slot Filler
Panel, SW12000,
FRU
[*] [*] Power Supply, [*]
180-264VAC,
1000W, FRU
[*] [*] Blower Assembly, [*]
FRU
[*] [*] Cable Management [*]
Pillar, FRU
[*] [*] WWN Card [*]
[*] [*] Power Plug, [*]
Switch and
Distribution Panel
[*] [*] Chassis FRU, [*]
includes
backplane, blower
and power supply
backplane, AC and
blower harness.
[*] [*] Rear WWN Bezel [*]
Assy
[*] [*] Cable Management [*]
Tray
[*] [*] AC Power Cord, FRU [*]
[*] [*] AC Power Cord, [*]
UK/Ireland, 250V,
FRU
[*] [*] AC Power Cord, [*]
Cont. Europe
CEE7/7, FRU
[*] [*] AC Power Cord, [*]
AUST/INZ, 250V
[*] [*] AC Power Cord, [*]
Intl IEC
[*] [*] Remote Switch [*]
software
[*] [*] Extended Fabric [*]
software
[*] [*] Fabric Manager 3.x [*]
All prices are in U.S. dollars.
* CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH
THE SEC. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE
OMITTED PORTIONS.
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3. Add the following sentence prior to the first sentence in Section 3.0,
"Rescheduling and Cancellation":
"Except for Products identified in Section 4.0 "Replenishment Logistics
Attachment", Products will be subject to the terms herein stated in Section
3.0."
4. Section 4.0, "Replenishment Logistics Attachment" delete in its entirety and
replace with the following:
"4.0 REPLENISHMENT LOGISTICS ATTACHMENT
4.1 PULL DEFINITIONS
"Pull Products" means Products specified in the Pull Product Profile in
Section 4.6 below. "Pull Product Profile" or "Pull Profile" or "MIRS Profile"
means the table in Section 4.6 below, describing the Pull Products and
process including, but not limited to, Product Type, Part Number,
Replenishment Lead-Time and Packaging Specifications.
"Pull Purchase Order" or "Pro forma Purchase Order" or "PPO" means a blanket
PO used for invoicing, receiving and forecasting purposes and does not
represent a firm offer by Buyer nor bind Buyer to any quantity or delivery
date.
"Upside Flexibility" means a percentage of Pull Products specified in the
Pull Profile in excess of the Planning Schedule Quantity.
"Buffer Inventory Replenishment Lead-time" means the time from Seller's
receipt of Buyer's Planning Schedule for Supplier to replenish the Buffer
Inventory.
"Planning Schedule" means Buyer's forecast of requirements for Pull Products.
"Pull Notification" or "Shipping Schedule" means Buyer's only authorization
(WA) for Supplier to deliver a specified quantity of Pull Products.
"Pull Notification Lead-Time" means the time from Supplier's receipt of a
Pull Notification to shipment of the Pull Products to Buyer's location.
"Pull Program Inventory" means the minimum inventory for which Supplier is
responsible to maintain, to satisfy Buyer's quantities as specified in the
Planning Schedule.
"Buffer Inventory" means the additional inventory that Supplier keeps as a
safety inventory.
4.2 PLANNING
Buyer will issue a PPO to Supplier for all Pull Products. Buyer may issue a
Planning Schedule at intervals as specified in the Pull Profile, the most
recent Planning Schedule to supersede all previous Planning Schedules. The
Planning Schedule provides a forecast of requirements for the Pull Products
and establishes Upside Flexibility, if any, with the Supplier.
4.3 PULL DELIVERY
Supplier will deliver to Buyer on the delivery date the Pull Products
specified in the Pull Notifications issued by Buyer, provided such Pull
Notifications do not exceed the Planning Schedule Quantity. To the extent
practicable, Supplier will comply with Pull Notifications for quantities of
Pull Products in excess of the Planning Schedule Quantity, but at a minimum
in accordance with the Upside Flexibility.
4.4 PULL LIMITATION OF LIABILITY
Buyer makes no representation or warranty and assumes no liability regarding
the quantity of Pull Products that it will purchase.
4.5 END OF LIFE ORDER
Pull Products that Supplier has provided a written End of Life notice to
Buyer will not be subject to the terms contained in Section 4.0 Replenishment
Logistics Attachment, effective when Buyer submits a EOL purchase order (WA)
for such products pursuant with Section 2.10 "Notice of Product Withdrawal"
of SOW#1.
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4.6 PULL PRODUCT PROFILE
PRODUCT PART NUMBER AND [*]
DESCRIPTION
PULL PROGRAM INVENTORY Current week's Planning Schedule quantity.
BUFFER INVENTORY One (1) week inventory based on rolling weekly
planning schedule, that is in addition to the
Pull Program Inventory.
PULL PURCHASE ORDER Quarterly
CANCELLATION Unused quantities on PPO and Planning Schedule
shall be cancelled. Pull Notification may not be
cancelled.
RESCHEDULE Via Planning Schedule
BUFFER INVENTORY [*] days
REPLENISHMENT LEAD TIME
PULL NOTIFICATION LEAD-TIME [*] days
PULL NOTIFICATION Email
COMMUNICATION VEHICLE
PULL NOTIFICATION FREQUENCY Weekly or as required
PLANNING SCHEDULE (FORECAST) Six month rolling (first 13 weeks in weekly
increments, balance monthly)
PLANNING SCHEDULE FREQUENCY Minimum monthly (with weekly review, planning
schedule updated as necessary to maximize the
Upside Flexibility).
UPSIDE FLEXIBILITY [*]
(% BASED ON AFFECTED 4 WEEK
FORECAST PLANNING SCHEDULE)
* CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH
THE SEC. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE
OMITTED PORTIONS.
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5. Add after the second sentence in Section 9.3, "Post Warranty Services,"
"Pricing" the following:
"The post Warranty repair (CSP) pricing for FRU's used in the 2109-M12
(SW12000) shall be as follows.
18P5017 XIB-12000-0101 Port Blade [*]
18P5035 XIB-12000-0103 CP Blade [*]
18P5128 XIB-12000-0010 Chassis FRU [*]
6. Delete Section 2.6, "Delivery", in its entirety and replace with the
following:
ExWorks (IncoTerms 2001, location Brocade Contract Manufacturer).
7. Delete the last sentence in Section 9.3 "Post Warranty Services", "Packaging
and Delivery" and replace with the following:
"The TAT for Serviced Products will not be more than [*] days after receipt
of said Products, unless specified otherwise. Seller will use commercially
reasonable efforts to reduce the TAT days and make adjustment to Buyer
accordingly."
Please have your authorized representative indicate acceptance thereof by
signing both copies of the Amendment and returning one copy to the attention of
Karen Takahashi at 5600 Cottle Road, San Jose, California 95193.
The effective date of this Amendment shall be the date on the top of this
Amendment (the "Effective Date").
The parties acknowledge that they have read this Amendment, understand it, and
agree to be bound by its terms and conditions. All capitalized terms not defined
herein shall have the meaning set forth in the Goods Agreement or the SOW #1.
All other terms and conditions of the Goods Agreement and SOW#1 that are
unaffected by the revisions set forth in this Amendment shall remain in full
force and effect. Further, the parties agree that this Amendment and the Goods
Agreement and SOW#1 are the complete and exclusive statement of the agreement
between the parties, superseding all proposals or other prior agreement, oral or
written, and all other communications between the parties relating to this
subject.
ACCEPTED AND AGREED TO: ACCEPTED AND AGREED TO:
INTERNATIONAL BUSINESS MACHINES BROCADE COMMUNICATIONS SYSTEMS, INC.
CORPORATION
By: By:
---------------------------------- ----------------------------------
Authorized Signature Date Authorized Signature Date
- ------------------------------------- -------------------------------------
Type or Print Name Type or Print Name
- ------------------------------------- -------------------------------------
Title & Organization Title & Organization
* CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH
THE SEC. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE
OMITTED PORTIONS.
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