{"id":42673,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/power-of-attorney-j-crew.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"power-of-attorney-j-crew","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/operations\/power-of-attorney-j-crew.html","title":{"rendered":"Power of Attorney – J. Crew"},"content":{"rendered":"

POWER OF ATTORNEY <\/strong><\/p>\n

I hereby appoint Millard Drexler, James Scully and Jennifer O153Connor my true
\nand lawful attorneys-in-fact, each with full power to act without the other and
\neach with full power of substitution, to sign on my behalf, as an individual and
\nin the capacity stated below, and to file the Annual Report on Form 10-K of
\nJ.Crew Group, Inc. for its fiscal year ended January 29, 2011 and any amendment
\nthat such attorney-in-fact may deem appropriate or necessary. I further grant
\nunto such attorneys and each of them full power and authority to perform each
\nand every act necessary to be done in order to accomplish the foregoing as fully
\nas I might do.<\/p>\n

IN WITNESS WHEREOF, I have executed this power of attorney as of the
\n18th<\/sup> day of March, 2011.<\/p>\n<\/p>\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Signature:<\/p>\n<\/td>\n

<\/td>\n\n

\/s\/ MILLARD DREXLER<\/p>\n<\/td>\n<\/tr>\n

\n

Print Name:<\/p>\n<\/td>\n

<\/td>\nMillard Drexler<\/strong><\/td>\n<\/tr>\n
\n

Title:<\/p>\n<\/td>\n

<\/td>\nDirector<\/strong><\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/tr>\n
\n

Signature:<\/p>\n<\/td>\n

<\/td>\n\n

\/s\/ JAMES COULTER<\/p>\n<\/td>\n<\/tr>\n

\n

Print Name:<\/p>\n<\/td>\n

<\/td>\nJames Coulter<\/strong><\/td>\n<\/tr>\n
\n

Title:<\/p>\n<\/td>\n

<\/td>\nDirector<\/strong><\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/tr>\n
\n

Signature:<\/p>\n<\/td>\n

<\/td>\n\n

\/s\/ JOHN DANHAKL<\/p>\n<\/td>\n<\/tr>\n

\n

Print Name:<\/p>\n<\/td>\n

<\/td>\nJohn Danhakl<\/strong><\/td>\n<\/tr>\n
\n

Title:<\/p>\n<\/td>\n

<\/td>\nDirector<\/strong><\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/tr>\n
\n

Signature:<\/p>\n<\/td>\n

<\/td>\n\n

\/s\/ JONATHAN SOKOLOFF<\/p>\n<\/td>\n<\/tr>\n

\n

Print Name:<\/p>\n<\/td>\n

<\/td>\nJonathan Sokoloff<\/strong><\/td>\n<\/tr>\n
\n

Title:<\/p>\n<\/td>\n

<\/td>\nDirector<\/strong><\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/tr>\n
\n

Signature:<\/p>\n<\/td>\n

<\/td>\n\n

\/s\/ CARRIE WHEELER<\/p>\n<\/td>\n<\/tr>\n

\n

Print Name:<\/p>\n<\/td>\n

<\/td>\nCarrie Wheeler<\/strong><\/td>\n<\/tr>\n
\n

Title:<\/p>\n<\/td>\n

<\/td>\nDirector<\/strong><\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

v<\/p>\n

646<\/contract-id>Technology License Agreement – International Business Machines Corp. and Uniphase Corp.<\/contract-name><\/p>\n
\n TECHNOLOGY LICENSE AGREEMENT\n                                     \n     THIS AGREEMENT, dated as of March 10, 1997 (\"Effective Date\"), by and\nbetween INTERNATIONAL BUSINESS MACHINES CORPORATION, a New York corporation\n(\"IBM\"), and UNIPHASE CORPORATION, a Delaware corporation (\"LICENSEE\");\n\n     WHEREAS, pursuant to an agreement of purchase and sale of even date\nherewith among IBM, LICENSEE, and a Subsidiary of LICENSEE (the \"Purchase\nAgreement\"), LICENSEE or its Subsidiary is acquiring certain assets located\nin Zurich, Switzerland relating to the design, testing and manufacture of\ncertain components (such operations being hereinafter referred to as the\n\"Laser Operations\"); and\n\n     WHEREAS, LICENSEE desires to utilize IBM's information and know-how\nassociated with the Laser Operations at the Facility (defined below), and\nIBM desires to provide such a license subject to the terms and conditions\nhereinafter set forth;\n\n     NOW, THEREFORE, in consideration of the premises and mutual covenants\ncontained herein, the parties hereto agree as follows:\n\n\nSection 1.0 Definitions\n          \n     \"Authorized Locations\" shall mean the Facility and the Second Source.\n\n     \"Employees\" shall have the meaning set forth in the Purchase\nAgreement.\n\n     \"Facility\" shall mean the manufacturing location in Zurich,\nSwitzerland where the Laser Operations are occurring on the Effective Date\nand any subsequent location in Europe or the US where LICENSEE shall\ndetermine after the Effective Date to relocate the Laser Operations,\nsubject to any restrictions in the Purchase Agreement.\n\n     \"Full Wafer Technology\" shall mean a batch processing chlorine-\nassisted ion beam etching technique capable of producing more than one edge\nemitting semiconductor ridge waveguide laser having a gallium arsenide\nquantum well active region.\n\n     \"IBM Improvement Patents\" shall mean all patents issued or issuing on\npatent applications entitled to an effective filing date prior to five (5)\nyears after the Effective Date that are:  (i) licensable at any time by IBM\nor any of its Subsidiaries, and (ii) derived from or constitute\nimprovements to the Licensed Patents and\/or the Licensed Technical\nInformation.\n\n     \"LICENSEE's Patents\" shall mean all patents issued or issuing on\npatent applications entitled to an effective filing date prior to five (5)\nyears after the Effective Date that are:  (i) licensable at any time by\nLICENSEE or any of its Subsidiaries, and (ii) derived from or constitute\nimprovements to the Licensed Patents and\/or the Licensed Technical\nInformation.  LICENSEE's Patents also include foreign counterparts to such\npatents, if any, and any divisions, extensions, continuations or\ncontinuations-in-part thereof.\n\n     \"Licensed Patents\" shall mean the patents listed in Exhibit A and IBM\nImprovement Patents (and their foreign counterparts, if any) and any\ndivisions, extensions, continuations or continuations-in-part thereof.\n\n     \"Lasertron Agreement\" shall mean the license agreement dated August 1,\n1994, between IBM and Lasertron, Inc.\n\n     \"Licensed Business Information\" shall mean any and all business\ninformation used prior to the Effective Date in the conduct of the Laser\nOperations, such as customer information, pricing and cost information,\nstrategic product plans and the like, which relates to Licensed Products.\nLicensed Business Information may be in tangible or intangible form.\n\n     \"Licensed Information\" shall mean Licensed Business Information and\nLicensed Technical Information.\n\n     \"Licensed Products\" shall mean R-F Products and R-B Products.\n\n     \"Licensed Technical Information\" shall mean any and all IBM technical\ninformation, mask works, data, formulas, knowledge, processes and\/or trade\nsecrets developed or acquired by IBM relating to the design, testing and\nmanufacture of Licensed Products which is used by IBM in the conduct of the\nLaser Operations and which includes, without limitation, the IBM technical\ninformation described in the documents listed in Exhibit B.  Licensed\nTechnical Information does not include any computer programs.\n\n     \"Red Lasers\" shall mean indium gallium phosphorus\/ aluminum gallium\nindium phosphorus\/ aluminum gallium arsenide semiconductor laser chips\nemitting red light at about 670nm, and having an ordered phase quantum\nwell, dry etched ridge-type structure and aluminum gallium arsenide\ncladding layers.\n\n     \"Royalty-Bearing Products\" or \"R-B Products\" shall mean Red Lasers,\n1300nm Lasers and any other semiconductor laser chips made using Full Wafer\nTechnology.\n\n     \"Royalty-Free Products\" or \"R-F Products\" shall mean semiconductor\nlaser chips comprising a gallium arsenide substrate and an active region\ncomposed of gallium indium arsenide, gallium arsenide or gallium aluminum\narsenide.\n\n     \"Second Source\" shall mean a single manufacturing location, other than\nthe Facility, which is:  (i) located in the US or Europe and (ii) wholly-\nowned by LICENSEE.\n\n     \"Selling Price\" shall mean the actual selling price to unaffiliated\ncustomers, and the greater of actual selling price or fair market value in\nsales to affiliated customers; provided that in either case the Selling\nPrice shall be reduced for discounts, taxes, transportation fees and other\nunreimbursed charges paid by LICENSEE or its Subsidiaries in connection\nwith the sale of Licensed Products.\n\n     \"Subsidiary\" shall mean a corporation, company or other entity:\n\n     (a)  more than fifty percent (50%) of whose outstanding shares or\n          securities (representing the right to vote for the election of\n          directors or other managing authority) are, now or hereafter,\n          owned or controlled, directly or indirectly, by a party hereto,\n          but such corporation, company or other entity shall be deemed to\n          be a Subsidiary only so long as such ownership or control exists;\n          or\n          \n     (b)  which does not have outstanding shares or securities, as may be\n          the case in a partnership, joint venture or unincorporated\n          association, but more than fifty percent (50%) of whose ownership\n          interest representing the right to make the decisions for such\n          corporation, company or other entity is, now or hereafter, owned\n          or controlled, directly or indirectly, by a party hereto, but\n          such corporation, company or other entity shall be deemed to be a\n          Subsidiary only so long as such ownership or control exists.\n          \n     \"1300nm Lasers\" shall mean indium phosphide\/ indium gallium arsenide\nphosphide semiconductor laser chips emitting light at about 1300nm, having\na simple double heterostructure with a thin active layer, and a self-\naligned ridge structure made by the GRUNT process.\n\n\nSection 2.0 License Grants\n          \n2.1     Subject to Sections 2.5 and 2.9, IBM grants to LICENSEE and its\nSubsidiaries, to the extent that it has a right to do so, a nonexclusive\nright and license to use the Licensed Information to:  (i) make and have\nmade Licensed Products only at the Authorized Locations and sell such\nproducts worldwide; (ii) to use and make any apparatus (other than the E2\nprototype tool) required to manufacture Licensed Products only at the\nAuthorized Locations; and (iii) improve, modify and enhance the Licensed\nInformation and to use and incorporate any such improvements, modifications\nand enhancements in the exercise of the license rights pursuant to clause\n(i) and (ii) and Section 2.11 below.  Subject to the last sentence of\nSection 2.3 hereof, the foregoing license rights shall include the right to\nsell and distribute any product that includes a Licensed Product as a\ncomponent or subassembly thereof.  Providing IBM receives the payment\nspecified in Section 4.1, the license granted in this Section 2.1 with\nrespect to R-F Licensed Products shall be royalty-free and fully paid-up.\nThe license granted in this Section 2.1 with respect to R-B Licensed\nProducts shall be royalty-bearing as provided in Section 4.2.\n\n2.2     Subject to licenses granted to third parties prior to the Effective\nDate and a license retained by IBM for itself and its Subsidiaries to use,\ncopy, modify and distribute internally, IBM hereby transfers, assigns and\nconveys to LICENSEE all of IBM's right, title and interest in and to those\ncomputer programs used at the Facility and identified in Exhibit C-1\nhereto.  IBM hereby grants to LICENSEE, to the extent it has a right to do\nso, a nonexclusive, paid-up and royalty-free license under copyrights, or\nother similar rights for computer programs, to use, execute, reproduce,\nmodify, and prepare derivative works based upon the additional computer\nprograms listed in Exhibit C-2, only at the Authorized Locations.\n\n2.3     Providing IBM receives the payment specified in Section 4.1, IBM\nhereby grants to LICENSEE a nonexclusive, paid-up and royalty-free license\nunder the Licensed Patents to make and have made R-F Licensed Products at\nthe Authorized Locations and to use, offer to sell, sell and import\nR-F Licensed Products worldwide.  The foregoing license shall not extend to\nany infringement of IBM patents not licensed hereunder resulting from the\ncombination of Licensed Products with other products not licensed herein.\nThe term of the license granted in this Section 2.3 shall be for a period\nof five (5) years from the Effective Date, unless LICENSEE exercises the\noption granted in Section 2.6 and makes the payment specified therein, in\nwhich event the term of the license shall be extended to the date of\nexpiration of the last to expire of the Licensed Patents.\n\n2.4     Except as specifically granted in this Section 2.0, no license or\nother right is granted, either directly or indirectly, by implication,\nestoppel or otherwise, to LICENSEE with respect to any patents or patent\napplications, trademarks, copyrights, trade secrets, computer programs,\nknow-how, mask works or other intellectual property rights of IBM.\n\n2.5     The license to have Licensed Products made by another manufacturer\ngranted in Sections 2.1 and 2.3 to LICENSEE shall only apply when the\nspecifications for Licensed Products were created by LICENSEE (either\nsolely or jointly with one or more third parties); and shall not apply to\nany Licensed Products in the form manufactured or marketed by said other\nmanufacturer prior to LICENSEE furnishing said specifications.\n\n2.6     IBM grants to LICENSEE an option to obtain a fully paid-up extension\nof the term of the patent license granted in Section 2.3 with respect to\nR-F Licensed Products to cover the period extending to the date of\nexpiration of the last to expire of the Licensed Patents.  This option may\nbe exercised at any time prior to five (5) years from the Effective Date by\nLICENSEE paying to IBM the sum of nine million US dollars ($9,000,000) and\ngiving written notice of the exercise of the option in accordance with\nSection 7. Communications.\n\n2.7   LICENSEE hereby grants to IBM an irrevocable, worldwide, nonexclusive,\npaid-up and royalty-free license under LICENSEE's Patents to make, have\nmade, use, offer to sell, sell and import R-F Licensed Products.  IBM shall\nhave no right to grant sublicenses under LICENSEE's Patents, except to its\nSubsidiaries.\n\n2.8     In the event that LICENSEE identifies in writing to IBM any patents\nlicensable by IBM which are necessarily infringed by the exercise of the\nlicense granted in Section 2.1 with respect to R-F Licensed Products being\nmanufactured at the Facility on the Effective Date, and IBM, after a good\nfaith analysis, agrees with LICENSEE's position, then upon IBM's written\nnotification, Exhibit A shall be automatically amended to include such\nadditional patents without further charge to LICENSEE.  In the event that\nIBM shall determine for any reason that such infringement will not occur as\nto a licensable IBM patent, IBM shall thereafter be estopped from making\nany claims of infringement against LICENSEE, its Subsidiaries or its\ncustomers as to such IBM patent for any exercise by LICENSEE of its rights\nunder Section 2.1 above.\n\n2.9     Notwithstanding anything to the contrary, the license granted in\nSection 2.1 shall not include rights to use any designs or other\ninformation which are used exclusively to manufacture products for IBM.\n\n2.10  Subject to the restrictions limiting the license rights to Authorized\nLocations, LICENSEE shall have the right to exercise any license rights\ngranted hereunder through any Subsidiary, and any reference in this\nSection 2 and Section 3 below to LICENSEE shall be deemed to refer to any\nSubsidiary through which LICENSEE shall so exercise such license rights.\n\n2.11   LICENSEE shall have the further right to use the Licensed Technical\nInformation relating to Royalty Free Products in the development and\nmanufacture of any semiconductor laser chips and to exercise the license\nrights specified in Section 2 as to any such semiconductor laser chips\nwithout payment of any royalty pursuant to Section 4.2 hereof, subject to\nthe limitations and restrictions contained in this Agreement and the\npayment of any patent royalties, as applicable.\n\n2.12  For so long as IBM continues to manufacture the E2 Prototype Tool (the\n\"E2 Tool\") for sale to any third party, IBM agrees to sell to LICENSEE E2\nTools on terms no less favorable than IBM has sold E2 Tools during the\npreceding twelve (12) months to any other non-IBM customer purchasing\nequivalent quantities of the E2 Tool as LICENSEE.  Such most favored terms\nshall include price, production allocation, functionality of the E2 Tool\nand payment terms and shall be granted to LICENSEE upon the condition that\nLICENSEE accept all material terms upon which such most favored customer\npurchased the E2 Tool.  In the event such most favored terms shall not\napply, IBM agrees to sell E2 Tools to LICENSEE on commercially reasonable\nterms.\n\nUpon written request by LICENSEE and in the event that IBM is no longer in\nthe business of supplying E2 Tools to third parties, IBM shall provide\nLICENSEE with component part drawings and any other technical information,\nincluding all improvements, necessary for the manufacture and operation of\nE2 Tools, to the extent IBM can provide such information without violating\nany obligations to third parties, at a reasonable cost invoiced to LICENSEE\nto cover associated procurement expenses, and LICENSEE shall have the\nnonexclusive right to manufacture E2 Tools for LICENSEE's internal use and\nthat of its Subsidiaries.  Any manufacture of the E2 Tool, or any portion\nthereof, by LICENSEE may require additional patent licenses which the\nparties agree to negotiate in good faith.\n\nIBM shall make a good faith effort to notify LICENSEE of its intention to\nstop manufacturing E2 Tools to third parties at least three (3) months\nprior to the date it plans to stop such manufacture, and agrees to promptly\nrespond to all reasonable written requests from LICENSEE as to whether it\nintends to stop such manufacture.\n\n2.13     IBM disclaims any common law trademark rights that it may have\nacquired through the use of the \"E2\" designation.  To the extent that IBM\nhas acquired any common law trademark rights in the \"Laser Enterprise\" or\n\"LE\" designation, IBM hereby assigns all such rights to LICENSEE, together\nwith all goodwill pertaining thereto.\n\n2.14  In the event that IBM now or hereafter obtains any patents which would\nnecessarily be infringed by the assembly by LICENSEE's customers of Royalty-\nFree Products into an Erbium Doped Optical Fiber Amplifier (\"EDFA\")\nconfiguration or EDFA architecture compliant package, IBM agrees to make a\nlicense under such patents available to LICENSEE's customers in accordance\nwith IBM's licensing practices at such time.\n\n\nSection 3.0 Confidentiality\n          \n3.1     For a period of ten (10) years from the Effective Date, LICENSEE\nagrees to use the same degree of care and discretion, but at least a\nreasonable level of care and discretion, to avoid any disclosure,\npublication, or dissemination of any part or all of the Licensed\nInformation outside of LICENSEE, and its Subsidiaries, as LICENSEE employs\nwith information of its own which it regards as confidential and which it\ndoes not desire to publish, disclose or disseminate.  If any Licensed\nInformation of a third party requires a different standard of care or\ndifferent period of confidentiality than that specified above, LICENSEE\nagrees to protect such third party's Licensed Information in accordance\nwith the terms of the agreement under which such information was received\nby IBM.\n\n3.2     Disclosure of Licensed Information shall not be precluded, if such\ndisclosure is:\n\n     (a)  in response to a valid order of a court or other governmental\n          body; provided, however, that LICENSEE shall first have given\n          notice to IBM and made a reasonable effort to obtain a protective\n          order requiring that the information and\/or documents so\n          disclosed be used only for the purposes for which the order was\n          issued;\n          \n     (b)  otherwise required by law;\n          \n     (c)  reasonably necessary to establish rights under this Agreement\n          (but only to the extent necessary to do so); or\n          \n     (d)  reasonably necessary to exercise LICENSEE's license rights\n          hereunder and such disclosure is made to an entity or other\n          person that is bound as to the nondisclosure of such Licensed\n          Information by a written agreement that is no less restrictive\n          than this Section 3.\n          \n3.3     No obligation of confidentiality shall attach to:\n\n     (a)  any information that LICENSEE already possesses without\n          obligation of confidentiality;\n          \n     (b)  any information LICENSEE rightfully receives from another without\n          obligation of confidentiality; or\n          \n     (c)  any information that is, or becomes, publicly available without\n          breach of this Agreement.\n          \n3.4   In the event that LICENSEE discovers any IBM confidential information\nin the possession of Employees that is unrelated to the Licensed Products,\nit will promptly return such information to IBM.\n\n3.5   IBM agrees not to disclose the trade secret information described in\n(              Information redacted and filed separately.                ) \nfor a period of three (3) years from the Effective Date subject to\nSections 3.2(a) & (b).  IBM agrees not to disclose the trade secret\ninformation relating to the process (\n                Information redacted and filed separately.\n                              ) for a period of two (2) years from the\nEffective Date subject to Sections 3.2(a) & (b).  Notwithstanding the\nabove, neither (i) the inherent disclosure of such information in IBM's\nproducts, nor (ii) the disclosure of such information as part of a\ndisclosure of process information relating to products other than Royalty-\nFree Products and Royalty-Bearing Products shall be deemed to be a\nviolation of this Section 3.5.\n\n\nSection 4.0 Consideration\n          \n4.1   As partial consideration for the licenses granted by IBM to LICENSEE\nin Sections 2.1, 2.2 and 2.3 with respect to R-F Products, LICENSEE shall\npay IBM the amount of twenty-seven million US dollars (US $27,000,000), on\nthe Effective Date, which sum is nonrefundable, in accordance with\ninstructions to be provided by IBM prior to such date.\n\n4.2     As partial consideration for the licenses granted by IBM to LICENSEE\nin Sections 2.1 and 2.2 with respect to R-B Products, LICENSEE shall pay\nIBM a royalty of five percent (5%) of Selling Price.  LICENSEE acknowledges\nthat any royalties owing for patents covering R-B Products shall be payable\nin addition to the royalty specified herein, pursuant to a separate patent\nlicense agreement between the parties.\n\n4.3     LICENSEE shall bear and pay all taxes (including, without limitation,\nsales and value added taxes) imposed by any national, provincial or local\ngovernment of any country in which LICENSEE is doing business as a result\nof the existence of this Agreement or the exercise of rights hereunder;\nprovided, that the foregoing shall not obligate LICENSEE to pay any tax\nbased on the income, gross receipts or property of IBM.\n\n4.4     LICENSEE shall be liable for interest on any overdue payment or\nroyalty, commencing on the date such payment or royalty was due and ending\nupon payment by LICENSEE, at an annual rate which is the greater of ten\npercent (10%) or one percentage point higher than the prime interest rate\nas quoted by the head office of Citibank N.A., New York, at the close of\nbanking on such date, or on the first business day thereafter if such date\nfalls on a non-business day.  If such interest rate exceeds the maximum\nlegal rate in the jurisdiction where a claim therefore is being asserted,\nthe interest rate shall be reduced to such maximum legal rate.\n\n4.5     Royalties shall accrue when an R-B Licensed Product, with respect to\nwhich royalty payments are required by this Agreement, is first sold or\notherwise transferred to a party other than LICENSEE or its Subsidiaries\n(including, except as otherwise agreed in writing by IBM, sold or otherwise\ntransferred to IBM or any of its Subsidiaries).  To the extent an\nR-B Licensed Product is incorporated as a component, subassembly or\nsubsystem in another product, the Selling Price shall be determined based\non the published list price (or if no such published list price exists, the\nfair market value) of such R-B Licensed Product exclusive of any other\nportion of such product.\n\n4.6     LICENSEE shall pay all royalties and other payments due hereunder in\nUnited States dollars.  All royalties for an accounting period computed in\nother currencies shall be converted into United States dollars at the\nexchange rate for bank transfers from such currency to United States\ndollars as quoted by the head office of Citibank N.A., New York, at the\nclose of banking on the last day of such accounting period (or the first\nbusiness day thereafter if such last day shall be a non-business day).\n\n4.7   LICENSEE's accounting period shall be semiannual and shall end on the\nlast day of each June and December during the term of this Agreement.\nWithin sixty (60) days after the end of each such period LICENSEE shall\nfurnish to IBM a written report containing the information specified in\nSection 4.8 and shall pay to IBM all unpaid royalties accrued hereunder to\nthe end of each such period.  Such payments will be nonrefundable.\n\n4.8  LICENSEE's written report shall be certified by an officer of LICENSEE\nand shall contain the following information:\n\n     (a)  for each type of R-B Licensed Product upon which royalty has\n          accrued:  a description of said R-B Licensed Product, the\n          quantity sold or otherwise transferred during the accounting\n          period, and the sum of the Selling Price for such quantity; and\n          \n     (b)  the aggregate amount of all royalties due.\n          \nIn the event no royalties are due, LICENSEE's report shall so state.\n\n4.9     LICENSEE shall keep records in accordance with generally accepted\naccounting principles and in sufficient detail to permit the determination\nof which products are subject to royalty payments under this Agreement, the\nroyalties due IBM, and the accuracy of the information on LICENSEE's\nwritten reports.  Such records shall include, but not be limited to,\ndetailed records supporting the information provided under Section 4.8.\nSuch records shall be kept for six (6) years following the due date for the\nreport relating to the reporting period to which such records pertain.\n\nUpon IBM's written request for an audit, LICENSEE shall permit auditors\ndesignated by IBM, together with such legal and technical support as IBM\ndeems necessary, to examine, during ordinary business hours, records,\nmaterials, and manufacturing processes of LICENSEE for the purpose of\ndetermining royalties due IBM.\n\nSuch audit shall be restricted to an audit of those records, materials, and\nmanufacturing processes related to R-B Licensed Products.  Such records and\nmaterials shall be deemed to include general financial information to\nprovide a cross-check for the amount of royalties reported.\n\nLICENSEE shall provide its full cooperation in such audit.  Such\ncooperation shall include, but not be limited to, providing sufficient time\nfor such examination and convenient access to relevant personnel and\nrecords.\n\nEach party shall pay the charges that it incurs in the course of the audit.\nHowever, in the event that the audit establishes underpayment greater than\nor equal to the lesser of:  five percent (5%) of the royalties which should\nhave been paid for the accounting periods being audited or the cost of the\naudit, then LICENSEE shall reimburse IBM for the costs IBM incurred in\nconducting such audit.  However, such costs shall not include salaries paid\nto IBM employees associated with such audit and such reimbursement shall\nnot exceed the amount of underpayment.\n\n4.10   In the event an audit under the provisions of Section 4.9 identifies\nan underpayment of royalties by LICENSEE, LICENSEE shall pay an amount\nequal to the sum of such underpayment, any interest due under the\nprovisions of Section 4.4, and any reimbursement to IBM for the costs IBM\nincurred in conducting such audit as specified by Section 4.9, within sixty\n(60) days of IBM's written request.  Reimbursements due for costs shall\nalso be subject to interest under the provisions of Section 4.4.\n\n4.11  IBM agrees that any statements or audit results furnished or otherwise\nmade available to or obtained by IBM pursuant to this Section 4.0 shall be\nsubject to equivalent confidentiality restrictions set forth in Section 3\nand shall not be disclosed by IBM for a period of three (3) years from the\ndate of disclosure.\n\n\nSection 5.0 Term; Termination and Assignability\n          \n5.1   The licenses granted in Sections 2.1 and 2.2 with respect to Licensed\nProducts shall remain in effect unless terminated in accordance with this\nSection 5.0.  The patent license granted in Section 2.3 with respect to\nR-F Licensed Products shall remain in effect for a period of five (5) years\nfrom the Effective Date, unless terminated in accordance with this\nSection 5 or extended pursuant to the option granted in Section 2.6.  The\npatent license granted to IBM in Section 2.7 shall remain in effect for a\nperiod of five (5) years from the Effective Date.\n\n5.2    If LICENSEE is in material breach of its obligations hereunder with\nrespect to R-B Licensed Products and IBM provides written notice to\nLICENSEE specifying the nature of such breach, LICENSEE shall either cure\nsuch breach or produce a plan for such cure reasonably acceptable to IBM\nwithin sixty (60) days after such written notice.  If LICENSEE does not\nprovide a plan for cure, or comply with a plan reasonably acceptable to\nIBM, IBM shall have the right to terminate the licenses granted to LICENSEE\nwith respect to R-B Licensed Products under this Agreement by giving\nwritten notice of termination to LICENSEE.  For purposes of this\nSection 5.2, a material breach by LICENSEE shall mean and be limited to:\n(i) an intentional and continuing breach of its obligations under Section 3\nhereof or of the license restrictions in Section 2 hereof with respect to\nLicensed Information relating to R-B Licensed Products; (ii) LICENSEE being\nmore than fifty thousand dollars ($50,000) in arrears on its payment\nobligations herein that are not otherwise subject to a good faith dispute\nbetween IBM and LICENSEE; or (iii) the failure by LICENSEE to submit\nreports or permit audits as specified in Section 4.\n\n5.3     If LICENSEE is in material breach of its obligations hereunder with\nrespect to R-F Licensed Products and IBM provides written notice to\nLICENSEE specifying the nature of such breach, LICENSEE shall either cure\nsuch breach or produce a plan for such cure reasonably acceptable to IBM\nwithin sixty (60) days after such written notice.  If LICENSEE does not\nprovide a plan for cure, or comply with a plan reasonably acceptable to\nIBM, IBM shall have the right to terminate the licenses granted to LICENSEE\nwith respect to R-F Licensed Products under this Agreement by giving\nwritten notice of termination to LICENSEE.  For purposes of this\nSection 5.3, a material breach by LICENSEE shall mean and be limited to an\nintentional and continuing breach of its obligations under Section 3 hereof\nor of the license restrictions in Section 2 hereof with respect to Licensed\nInformation relating to R-F Licensed Products.\n\n5.4   In addition, in the event that LICENSEE engages in or suffers any of\nthe following events of default:\n\n     (a)  becomes insolvent, is dissolved or liquidated, files or has filed\n          against it a petition in bankruptcy, reorganization, dissolution\n          or liquidation or similar action filed by or against it, is\n          adjudicated as bankrupt, or has a receiver appointed for its\n          business; or\n          \n     (b)  has all or a substantial portion of its capital stock or assets\n          expropriated or attached by any government entity;\n          \nthen LICENSEE shall promptly notify IBM in writing that such event has\noccurred.  If any default as specified above in this Section 5.3 is not\ncured, or an acceptable plan for such cure is not proposed within ninety\n(90) days after written notice from IBM specifying the nature of the\ndefault, IBM shall have the right to terminate this Agreement by giving\nwritten notice of termination to LICENSEE.\n\n5.5   This Agreement and any rights or licenses granted herein are personal\nto the parties and neither shall assign or sublicense any of its rights or\nprivileges hereunder.  Any attempted act in derogation of the foregoing\nshall be considered void.  Notwithstanding the foregoing, in the event of a\ntransfer by LICENSEE of all or substantially all of its assets or those of\nthe Laser Operations, LICENSEE shall have the right to assign this\nAgreement to the purchaser of such assets, provided:  (i) such purchaser\nagrees in writing to be bound by all terms and conditions hereof, (ii) in\nthe event that such purchaser and IBM are involved in any intellectual\nproperty dispute at the time of such transfer, such purchaser shall resolve\nsuch dispute to IBM's satisfaction; both as conditions precedents to the\neffectiveness of such assignment.\n\n5.6     No failure or delay on the part of IBM in exercising its right of\ntermination hereunder for any one or more causes shall be construed to\nprejudice its right of termination for such causes or any other or\nsubsequent causes.\n\n5.7  Upon termination of this Agreement, all licenses granted in Section 2\nwill automatically terminate, and LICENSEE shall promptly return to IBM or\ndestroy all tangible information containing Licensed Information.  The\nconfidentiality obligations of Section 3 will remain in effect beyond any\ntermination for the time period stated in Section 3.1.\n\n\nSection 6.0 Representations and Warranties\n          \n6.1     IBM represents and warrants that:\n\n     (a)  it has the full right and power to grant the licenses set forth\n          in Section 2, that there are no outstanding agreements,\n          assignments, or encumbrances inconsistent with the provisions of\n          said licenses or with any other provisions of this Agreement;\n          \n     (b)  in the last two years it has not received any written claim or\n          written notice from any third party alleging infringement or\n          unauthorized use of any intellectual property rights owned by\n          such party in relation to the Laser Operations;\n          \n     (c)  to the personal knowledge of the four most senior level\n          executives among the Employees, as expressed to LICENSEE prior to\n          the signing of this Agreement during due diligence, they do not\n          believe the operation of the Laser Enterprise, as operated by IBM\n          immediately prior to the Effective Date, infringes or makes\n          unauthorized use of any intellectual property rights of any third\n          party;\n          \n     (d)  subject to LICENSEE's compliance with all limitations and\/or\n          conditions contained in this Agreement and any of the other\n          agreements relating to the sale of assets relating to the Laser\n          Enterprise, LICENSEE shall be entitled to continue the operations\n          of the Laser Enterprise, as being conducted by IBM on the\n          Effective Date, without claim of infringement or other\n          misappropriation of intellectual property rights by IBM or any of\n          its Subsidiaries as to patent, copyrights, trade secret or other\n          intellectual property rights owned by or licensed to IBM or any\n          of its Subsidiaries; and\n          \n     (e)  to the personal knowledge of the most senior level executive\n          among the Employees, IBM has not since March 1, 1995, licensed\n          any improvements to the Licensed Technical Information relating\n          to the Royalty-Free Products to any third party which was\n          licensed by IBM prior to said date to manufacture Royalty-Free\n          Products.\n          \n6.2     EXCEPT AS PROVIDED IN SECTION 6.1, NEITHER PARTY MAKES ANY OTHER\nREPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED\nTO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR\nPURPOSE, NOR DOES EITHER PARTY ASSUME ANY LIABILITY IN RESPECT OF ANY\nINFRINGEMENT OF PATENTS OR OTHER RIGHTS OF THIRD PARTIES DUE TO THE OTHER\nPARTY'S OPERATION UNDER THE LICENSES HEREIN GRANTED.\n\n6.3     IBM's liability for breach of any of the representations and\nwarranties set forth above shall be subject to Section 7.2 of the Purchase\nAgreement.\n\n\nSection 7.0 Communications\n          \n7.1     All payments due after the Effective Date shall be made by electronic\nfunds transfer.  Any notice or other communication required or permitted to\nbe made or given to either party hereto pursuant to this Agreement shall be\nsent to such party by facsimile or by registered airmail (except that\nregistered or certified mail may be used where delivery is in the same\ncountry as mailing), postage prepaid, addressed to it at its address set\nforth below, or to such other address as it shall designate by written\nnotice given to the other party.  Payments shall be deemed to be made on\nthe date of electronic funds transfer.  Notices or other communications\nshall be deemed to have been given or provided on the date of sending.  The\naddresses are as follows:\n\n     (a)  For electronic funds transfers of payments:\n          \n          IBM Director of Licensing\n          The Bank of New York\n          48 Wall Street\n          New York, New York 10286\n          United States of America\n          Credit Account No. 890-0209-674\n          ABA No. 0210-0001-8\n          \n     (b)  For mailing to IBM:\n          \n          Director of Licensing\n          International Business Machines Corporation\n          500 Columbus Avenue\n          Thornwood, New York 10594\n          United States of America\n          \n     (c)  For facsimile transmission to IBM:\n          \n          (914) 742-6737\n          \n     (d)  For mailing to LICENSEE:\n          \n          Director, Intellectual Property\n          Uniphase Corporation\n          163 Baypointe Parkway\n          San Jose, CA 95134\n          \n     (e)  For facsimile transmission to LICENSEE:\n          \n          (408) 954-0540\n          \n\nSection 8 Applicable Law\n          \n8.1   This Agreement shall be construed, and the legal relations between the\nparties hereto shall be determined, in accordance with the internal laws of\nthe State of New York, United States of America, applicable to agreements\nmade and to be performed entirely within such state, without regard to the\nconflicts of laws principles of such state.\n\n8.2   Each of the parties waives its right to a jury trial and consents to\nthe jurisdiction of any state or federal court located within the State of\nNew York.  Each of the parties hereby:  (i) waives trial by jury,\n(ii) waives any objection to venue of any action instituted hereunder and\n(iii) consents to the granting of such legal or equitable relief as is\ndeemed appropriate by any aforementioned court.\n\n\nSection 9 Miscellaneous\n          \n9.1     This Agreement may be executed by the parties hereto in one or more\ncounterparts, each of which shall be an original and all of which shall\nconstitute one and the same instrument.\n\n9.2     Nothing contained in this Agreement shall be construed as conferring\nany right to use in advertising, publicity, or other promotional activities\nany name, trade name, trademark, trade dress or other designation of either\nparty hereto (including any contraction, abbreviation or simulation of any\nof the foregoing), save as expressly stated herein.  Each party hereto\nagrees not to use or refer to this Agreement or any provision hereof in any\npromotional activity associated with apparatus licensed hereunder, without\nthe express written approval of the other party.\n\n9.3   LICENSEE agrees not to export or re-export, or cause to be exported or\nre-exported, any technical data received hereunder, or the direct product\nof such technical data, to any country or person which, under the laws of\nthe United States, are or may be prohibited from receiving such technical\ndata or the direct product thereof.\n\n9.4   This Agreement will not be binding upon the parties until it has been\nsigned herein below by or on behalf of each party, and in which event it\nshall be effective as of the Effective Date.  No amendment or modification\nhereof shall be valid or binding upon the parties unless made in writing\nand signed as aforesaid.  This Agreement embodies the entire understanding\nof the parties with respect to the subject matter hereof and merges all\nprior discussions between them, and neither of the parties shall be bound\nby any conditions, definitions, warranties, understandings or\nrepresentations with respect to the subject matter hereof other than as\nexpressly provided herein.\n\n9.5   The headings of the several Sections are inserted for convenience of\nreference only and are not intended to be a part of or to affect the\nmeaning of interpretation of this Agreement.\n\n9.6   If any Section of this Agreement is found by competent authority to be\ninvalid, illegal or unenforceable in any respect for any reason, the\nvalidity, legality and enforceability of any such Section in every other\nrespect and the remainder of this Agreement shall continue in effect so\nlong as the Agreement still expresses the intent of the parties.  If the\nintent of the parties cannot be preserved, this Agreement shall be either\nrenegotiated or terminated.\n\n9.7   In the event that Lasertron, Inc. requests IBM to provide any wafers\npursuant to the Lasertron Agreement within one (1) year from the Effective\nDate, LICENSEE agrees that it will enter into suitable arrangements with\nIBM to provide such wafers under the terms and conditions set forth in the\nLasertron Agreement, which terms and conditions are appended as Exhibit D.\n\n     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to\nbe duly signed as of the date first written above.\n\nUNIPHASE CORPORATION          INTERNATIONAL BUSINESS MACHINES\n                              CORPORATION\n                              \n                              \nBy \\s\\ Danny E. Pettit        By \\s\\ Suzanne C. Lewis\n                              \nName Danny E. Pettit          Name Suzanne C. Lewis\n                              \nTitle Vice President, Finance Title Business Development\n& CFO                         Consultant\n                              \n\n                                 EXHIBIT A\n                                     \n                             LICENSED PATENTS\n                                     \n                                     Issue or File\nPatent\/Application                        Date\nNumber                                 (DD\/MM\/YY)\n                                            \n     5,154,333                          13\/10\/92\n     5,305,340                          04\/19\/94\n     5,311,539                          10\/05\/94\n     5,391,036                          21\/02\/95\n     5,301,202                          05\/04\/94\n     5,498,973                          12\/03\/96\n     4,995,539                          26\/02\/91\n     5,029,555                          09\/07\/91\n     5,063,173                          05\/11\/91\n     5,144,634                          01\/09\/92\n     5,059,552                          22\/10\/91\n     5,171,717                          15\/12\/92\n     4,805,179                          14\/02\/89\n     5,185,289                          09\/02\/93\n     5,280,535                          18\/01\/94\n     5,319,725                          07\/06\/94\n     5,376,582                          27\/12\/94\n     5,414,293                          09\/05\/95\n     5,516,727                          14\/05\/96\n     5,594,749                          14\/01\/97\n     Appl. 721072                       26\/09\/96\n     PCT\/IB97\/00055                     27\/01\/97\n                                 EXHIBIT B\n                                     \n                      LICENSED TECHNICAL INFORMATION\n                                     \nI    LICENSED TECHNICAL INFORMATION FOR ROYALTY FREE PRODUCTS\n     \n     Process\n     \n     Documentation, as is, for each process used in the development and\n     fabrication of the following royalty free laser products and the\n     detailed procedure for carrying out each step of the fabrication.\n     Descriptions identify the tools and equipment used, and specifies the\n     in-process tests that are performed.\n     \n         QUALIFIED             IN        UNDER DEVELOPMENT\n                         QUALIFICATION            \n                                \n     *    980 nm L-N     *    980 nm     *    980 nm narrow\n      series (narrow      lasers for      stripe laser\n      stripe lasers)      submarine       (300mW)\n      -    120mW (linear  (70mW)         *    920...1020 nm\n        power)           *    956 nm      narrow stripe\n      -    150mW          broad area      lasers\n     -    180mW           lasers (0.5)    (150...210mW)\n      -    210mW          Watt)          *    910...980 nm\n                                          broad area lasers\n                                          (1W,4W)\n     Process Materials\n     \n     Documentation, as is, for all materials used when making IBM's royalty\n     free laser products, including information concerning vendors,\n     material grades, and part numbers,\n     \n     Process Tools\n     \n     Documentation, as is, for tools employed when making IBM's laser\n     chips.  This information comprises drawings and\/or blueprints for jigs\n     and tools such as the barhandler, facet coater, and bar tester, vacuum\n     chuck, as well as details concerning the tools for lithography,\n     etching and deposition, tools for material characterization and so\n     forth.\n     \n     Video Tapes\n     \n     Tapes illustrating various process steps.\n     \n     Reliability Database\n     \n     Reliability data on IBM's royalty free products in computer readable\n     form.\n     \n     Mask Set used for royalty free laser products processing\n     \n     1)   Laser - Development ZRL\n          \n               CSP Groove\n               CSP NAM\n               CVWAFMAP\n               FUWA1\n               FUWA2\n               INP1\n               LASER1\n               LASER1P\n               LASER2 (NEXUS)\n               LASER3\n               LASER4 (KORINTH)\n               LASERX\n               PULSE1\n               REDARRAY\n               SEGLASER\n               SCLLD1\n               PASSAGE\n               VELNAM\n               T2V2\n               T3V1\n               T13V1\n               T14V1\n               SOF1\n               KOKIPHOT\n               \n     2)   Laser - Rests from EF\n          \n               RUESCHLIKON5170-5178\n               FUWA113\n               T2 LASER\n               RS\n               EPNPB\n               PROTECT\n               GOT2\n               RUSHT2\n               PULSE\n               PAIRARC\n               PASSAGE\n               INP TO\n               LASERX\n               TTRNRN\n               TNMETRP\n               TVIAPR-VIA\n               RIDGE LASER\n               METALR\n               TRIDRP\n               TPMETRN\n               TPMETRP\n               RID2CN\n               RID2CP\n               G2 PRIME\n                    \n     E2 Prototype Tool\n     \n     Documentation, as is, for operation\/maintenance of E2 Tool\n          \n     -    Assembly drawings, schematics, commercial components, spare parts\n     -    Set-up manuals\n          \nII   LICENSED TECHNICAL INFORMATION FOR ROYALTY BEARING PRODUCTS:\n     \n     Documentation, as is, for:\n     \n     -    Full Wafer Technology_A batch processing technique capable of\n          producing more than one edge emitting semiconductor lasers\n          simultaneously.\n          \n     -    Red Lasers_Indium gallium phosphorus\/aluminum gallium indium\n          phosphorus\/aluminum gallium arsenide semiconductor laser chips\n          emitting red light at about 670nm, and having a quantum well\n          ridge-type structure and aluminum gallium arsenide cladding\n          layers.\n          \n     -    1300nm Lasers_Indium phosphorus\/indium gallium arsenide\n          phosphorus semiconductor laser chips emitting light at about\n          1300nm and having a double heterostructure or quantum well\n          structure.\n          \n                                 EXHIBIT C\n                                     \n           NON-COMMERCIAL COMPUTER PROGRAMS USED AT THE FACILITY\n                                     \n                           C-1 ASSIGNED PROGRAMS\n                                     \n1)   Autobar Tester Software (BT2MESS and BT2ANA, home build)\n     \n2)   Waveguide\/optical simulation (MODE, home build)\n     \n3)   Laser Lifetest (home build)\n     \n4)   Thermal device simulation (HEAT, home build)\n     \n5)   Heat flow modeling (HETMOD, home build)\n     \n6)   Device simulation (MONTE on AIX)\n     \n7)   Waveguide simulation (WAGSI)\n     \n8)   Epi software for running the MBE and CBE system (home build)\n     \n9)   Software for ESCA system (home build)\n     \n10)  Quick turnaround Device test software (QTAT, home build)\n     \n11)  [intentionally left blank]\n     \n12)  Photo Luminescence software (home build)\n     \n                                     \n                           C-2 LICENSED PROGRAMS\n                                     \nISP Laser Cleaver Tool Program\n     \n                                 EXHIBIT D\n                                     \n          Exhibit G to the Lasertron Agreement follows this page.\n                                     \n                                 EXHIBIT G\n                                     \n                              WAFER MATERIAL\n                                     \nTill end of 1996 IBM will provide qualified and non-qualified epitaxially\ngrown wafers to LT.  Non-qualified epitaxially grown wafers are wafers out\nof specification.  IBM is not committed to sell more than the maximum\nnumber of wafers given in the below tables.  In 1997, epitaxially grown\nwafers will be sold to LT only if LT placed an order in 1996, such that IBM\nis able to grow those wafers in 1996.  Such an advanced order shall include\nany information on the specification and structure necessary to grow the\nwafers as well as the number of wafers needed by LT.  IBM is not committed\nto sell any wafer material in 1998 and later.  The terms and conditions of\nthis bridge offering are as follows:\n\nQualified epitaxially grown wafers (3 quarters per wafer)\n\n   Year     Price per wafer    price per wafer      maximum number\/year       \n            (0 - 25 wafers)   (26 - 50 wafers)\n   1995         (   *   )         (    *   )          ( * )\n   1996         (   *   )         (    *   )          ( * )\n   1997(1)                                            ( * )\n          \n(1)   Subject to order by LT in 1996:  price on request only.\n\n * - Information redacted and filed separately with the SEC.\n\n\nNon-qualified epitaxially grown wafers (2) (3 quarters per wafer)\n\n   Year     Price per wafer            \n            (0 - 20 wafers)   \n   1995          (   *   )\n   1996          (   *   )\n   1997(3)            \n\n\n(2)   Will be sold on the base of availability only.\n\n(3)   Subject to order by LT in 1996:  price on request only.\n\n * - Information redacted and filed separately with the SEC.\n\n\n<\/pre>\n
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