{"id":43522,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/purchase-agreement-uniphase-corp-and-international-business.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"purchase-agreement-uniphase-corp-and-international-business","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/planning\/purchase-agreement-uniphase-corp-and-international-business.html","title":{"rendered":"Purchase Agreement &#8211; Uniphase Corp. and International Business Machines Corp."},"content":{"rendered":"<pre>                                    \n                            Purchase Agreement\n                                     \n                                   among\n                                     \n                           Uniphase Corporation,\n                                     \n               International Business Machines Corporation,\n                                     \n                                    and\n                                     \n                       Uniphase Laser Enterprise AG\n                                     \n                                     \n                                     \n                                     \n                                     \n            __________________________________________________\n                             TABLE OF CONTENTS\n                                     \n                                     \n                                     \nARTICLE I.     PURCHASE AND SALE OF ASSETS.                    1\nSection 1.1.     Transferred Assets.                           2\nSection 1.2.     Excluded Assets.                              2\nSection 1.3.     Consideration.                                2\nSection 1.4.     Assumed Liabilities.                          2\nSection 1.5.     Accounts Receivable.                          3\nARTICLE II.     CLOSING.                                       3\nSection 2.1.     Closing Date.                                 3\nSection 2.2.     Delivery by Buyer.                            3\nSection 2.3.     Delivery by Seller.                           4\nARTICLE III.     TAX MATTERS.                                  5\nSection 3.1.     Allocation of Purchase Price.                 5\nSection 3.2.     Filing of Returns and Payment of              5\nTaxes.\nSection 3.3.     Refunds and Credits.                          6\nSection 3.4.     Transfer Taxes.                               6\nSection 3.5.     Tax Definitions.                              6\nARTICLE IV.      OTHER MATTERS.                                6\nSection 4.1.     Consents and Subcontracted Work.              6\nSection 4.2.     Employees and Employee Benefits.              7\nSection 4.3.     Leased Property.                              9\nSection 4.4.     Further Action.                               9\nSection 4.5.     Transitional Services Agreement               9\nSection 4.6.     Liens.                                        9\nSection 4.7.     Relocation.                                  10\nSection 4.8.     Due Diligence.                               10\nSection 4.9.     Buyer Financial Statements.                  10\nARTICLE V.     REPRESENTATIONS AND WARRANTIES OF BUYER.       10\nSection 5.1.     Incorporation.                               10\nSection 5.2.     Authority.                                   10\nSection 5.3.     No Conflict.                                 11\nSection 5.4.     Governmental Consents - Buyer.               11\nSection 5.5.     No Broker.                                   12\nARTICLE VI.     REPRESENTATIONS AND WARRANTIES OF             12\nSELLER.\nSection 6.1.     Incorporation.                               12\nSection 6.2.     Authority.                                   12\nSection 6.3.     No Conflict.                                 12\nSection 6.4.     Governmental Consents - Seller.              13\nSection 6.5.     No Broker.                                   13\nSection 6.6.     Title to Personal Property.                  13\nSection 6.7.     Actions, Suits, Proceedings.                 13\nSection 6.8.     No Rights In Others To Transferred           13\nAssets.\nSection 6.9.     Contracts.                                   14\nSection 6.10.    Licenses and Permits.                        14\nSection 6.11.    Employee Union.                              14\nSection 6.12.    Warranties Exclusive.                        14\nSection 6.13.    Book Value.                                  14\nARTICLE VII.     GENERAL.                                     14\nSection 7.1.     Survival of Representations and              15\nWarranties.\nSection 7.2.     Limitation of Liability.                     14\nSection 7.3.     Public Announcements.                        15\nSection 7.4.     Costs.                                       15\nSection 7.5.     Bulk Sales.                                  15\nSection 7.6.     Modification and Waiver.                     15\nSection 7.7.     Governing Law.                               16\nSection 7.8.     Notices.                                     16\nSection 7.9.     Assignment.                                  17\nSection 7.10.   Counterparts.                                 17\nSection 7.11.   Guarantee.                                    17\n      Section 7.12.    Entire Agreement                       17\nSCHEDULES                                               \nSchedule 1.1.        Asset Listing                      \nSchedule 1.1.        Production Equipment               \nSchedule 1.1.B.    Office Furniture\/Equipment           \nSchedule 1.1.C.    Inventory and Work in Process        \nSchedule 1.1.D.    Accounts Receivable                  \nSchedule 1.4.A.1. Assumed Liabilities                   \nSchedule 1.4.B.    Internal Contracts with Seller or    \nSeller\nSchedule 3.1.       Allocation of Purchase Price        \nSchedule 4.1.       Consents to Assignments             \nSchedule 4.2.A.   Employees                             \nSchedule 4.2.C.   Seller                                \nSchedule 5.4.      Governmental Consents - Buyer        \nSchedule 6.4.      Governmental Consents - Seller       \nSchedule 6.7.      Actions, Suits, Proceedings          \nSchedule 6.10.    Licenses and Permits                  \nEXHIBITS                                                \nExhibit A:     Assumption Agreement                     \nExhibit B:     Bill of Sale                             \nExhibit C:     Transitional Services Agreement          \nExhibit D:     Seller Lease                             \nExhibit E:     Pension Matters                          \n                                     \n                                     \n                                     \n                                     \n\n                                     \n                                     \n                            PURCHASE AGREEMENT\n\n\n          THIS AGREEMENT, dated as of March 10, 1997, by and between\nInternational Business Machines Corporation, a New York corporation\n(\"Seller\"), Uniphase Corporation, a Delaware corporation, and Uniphase\nLaser Enterprise AG, a Swiss AG (\"Buyer\") (herein \"Agreement\");\n\n                           W I T N E S S E T H:\n\n\n          WHEREAS, Seller wishes to sell assets used in the manufacturing\nof certain components (such assets being hereinafter referred to as the\n\"Transferred Assets\") which business operations are currently conducted at\nSeller's facility located at Reuschlikon, Canton Zurich, Switzerland; and\n\n          WHEREAS, Buyer wishes to purchase from Seller, and Seller wishes\nto sell to Buyer, the Transferred Assets for the purchase price and subject\nto the terms and conditions hereinafter set forth;\n\n          NOW, THEREFORE, in consideration of the premises set forth above\nand the respective covenants, agreements, representations and warranties\nhereinafter set forth, Buyer, Seller, and Uniphase Corporation\n(collectively, the \"Parties\") hereby agree as follows:\n\nArticle I.     Purchase and Sale of Assets.\n\n          Section 1.1.     Transferred Assets.      Upon the terms and\nsubject to the conditions hereof, as of the Closing Date (as defined in\nArticle 2.1 hereof), Seller hereby sells, transfers, conveys, assigns and\ndelivers to Buyer, and Buyer hereby purchases and accepts from Seller, all\nright, title and interest of Seller in and to the items of equipment and\noffice furniture, and assets, including work in progress and accounts\nreceivable, listed on the sub-schedules of Schedule 1.1 hereto and spare\nparts, as available for any of the items listed thereon, but excluding cash\naccounts.  Intellectual property matters are addressed exclusively in the\nPatent License Agreement and Technology License Agreement between the\nParties, dated as of the date of this Agreement (herein the \"Intellectual\nProperty Agreements\") and except as provided in Section 7.2. are not\notherwise a subject matter of this Agreement.\n\n          All such scheduled assets and Assumed Liabilities (as defined\nbelow) of Seller are collectively referred to herein as the \"Transferred\nAssets.\"  Wherever used in this Agreement, the term \"affiliate\" of any\nperson or entity shall mean any person or entity which is controlling,\ncontrolled by or under common control with such person or entity.\n\n          Seller shall also assign applicable third party warranties on the\nTransferred Assets, to the extent legally permissible, and without\nresponsibility for compliance by the warranty grantors.\n\n          Section 1.2.     Excluded Assets.      Notwithstanding anything\nto the contrary in this Agreement or any agreements contemplated by this\nAgreement, the following assets (collectively, the \"Excluded Assets\") will\nbe retained by Seller, and are excluded from the Transferred Assets:\n\n          (a)  any interest in or right to use any trademark or service\nmark owned by Seller or any of its affiliates, any associated logo or any\nderivative of any thereof, either alone or in conjunction with other words;\n\n          (b)  except as set forth in Schedule 1.4.B., any interest in any\ncontractual arrangement with Seller or any of its affiliates;\n\n          (c)  all other assets of Seller or any of its affiliates not\nexpressly listed on Schedule 1.1 hereto; and\n\n          (d)  except as provided in the Seller Lease (as defined in\nSection 2.2(c) below), any interests of Seller or any of its affiliates in\nreal property.\n\n          Section 1.3.     Consideration.     The Purchase Price for the\nTransferred Assets and the licenses granted under the Intellectual Property\nAgreements shall be $45,000,000 (forty-five million dollars).  Buyer shall\npay to Seller by electronic funds transfer, such sum in immediately\navailable funds at the Closing, in U.S. dollars.\n\n          Section 1.4.     Assumed Liabilities.\n\n          (a)  At the Closing, Seller will assign and transfer to Buyer,\nand Buyer will assume, and thereafter shall fully perform and discharge, on\na timely basis and in accordance with their respective terms, the\nliabilities and obligations of Seller listed on Schedule 1.4.A.1. and\nSchedule 1.4.A.2., hereto (the \"Assumed Liabilities\").  Without limiting\nthe generality of the foregoing, except for the Assumed Liabilities and the\nBuyer's obligations to the Employees under Swiss law, Buyer is not assuming\nor undertaking any obligations or liabilities of Seller, to any assets or\ncontracts which are not included in the Transferred Assets or the Assumed\nLiabilities.  Buyer is assuming and undertaking, and Seller shall not\nremain liable for, any obligations or liabilities of Seller, contingent or\notherwise, whenever asserted, relating to periods prior to the Closing\nDate, and work performed during such periods with respect to the Assumed\nLiabilities, as set forth on Schedule 1.4.A.2., and such obligations and\nliabilities are specifically included in the Assumed Liabilities.  The\nAssumed Liabilities shall, except as otherwise set forth herein, exclude\nliabilities and obligations of Seller with respect to periods prior to the\nClosing Date, including, without limitation, any liabilities or payments\naccruing with respect to the Assumed Liabilities for periods prior to the\nClosing Date.  Any rights, liabilities and obligations of Seller to or from\nany of its affiliates will not be transferred to Buyer, other than as set\nforth in Schedule 1.4.B.\n\n          (b)  The Parties will each use reasonable efforts to obtain\nwritten consents to the transfer and assignment to Buyer of the Transferred\nAssets and Assumed Liabilities, where the approval or other consent of any\nother person may be required.  The Parties shall cooperate (including,\nwhere necessary, entering into appropriate instruments of assumption as\nshall be agreed upon) to have Seller released from all liability to third\nparties with respect to the Assumed Liabilities, and the Parties will each\nsolicit such releases concurrently with the solicitation of consents from\nthird parties to the transfer and assignment to Buyer of the Transferred\nAssets and the Assumed Liabilities; provided, that, neither Party shall be\nrequired to grant any additional consideration to any third party in order\nto obtain any such consent or release.\n\n          Section 1.5.     Accounts Receivable.     The accounts receivable\nlisted on Schedule 1.5 are part of the Transferred Assets.  Such accounts\nreceivable are transferred subject to collection, with no representations\nas to collectibility, or as to any minimum amount to be provided.  If such\naccounts receivable exceed $5.5 million U.S., Buyer will repay such excess\nto Seller within 15 business days of collection and in no event later than\n90 days after the date of this Agreement.  If Buyer has notified Seller\nwithin such 90-day period that Buyer has determined a portion of such\naccounts receivable to be uncollectible, and if some accounts receivable\nare deemed to be uncollectible as determined in good faith by both Parties,\nthe Seller shall receive from the Buyer no later than six months after the\nClosing a final balancing payment for such uncollectible receivables; the\nremaining accounts receivable transferred above $5.5 million U.S., reduced\nby an amount calculated under the following formula:  the product of (i)\nsuch uncollectible amounts, divided by the total accounts receivable\ntransferred at Closing; times (ii) the result of the total accounts\nreceivable transferred at Closing, less $5.5 million U.S.  An exchange rate\nof 1.48 Swiss Francs for each U.S. dollar will be applied for those\nreceivables denominated in Swiss Francs.\n\nArticle II.     Closing.\n\n          Section 2.1.     Closing Date.     The closing of the\ntransactions provided for in this Agreement (the \"Closing\") shall take\nplace on the date hereof (the \"Closing Date\") at the offices of Seller.\nAll transactions provided for herein to occur on and as of the Closing Date\nshall be deemed to have occurred simultaneously and to be effective as of\nthe close of business on the Closing Date.\n\n          Section 2.2.     Delivery by Buyer.     At the Closing, Buyer\nwill deliver or cause to be delivered to Seller the following:\n\n          (a)  payment of the Purchase Price in the manner specified in\nArticle 1.3 hereof;\n\n          (b)  an Assignment and Assumption Agreement substantially in the\nform of Exhibit A hereto (the \"Assumption Agreement\"), duly executed by\nBuyer and assigning the Assumed Liabilities to Buyer;\n\n          (c)  Laboratory Real Estate Lease in the form of Exhibit D hereto\n(the \"Seller Lease\"), duly executed by Buyer.\n\n          (d)  Transitional Services Agreement in the form of Exhibit C\nhereto, duly executed by Buyer;\n\n          (e) an extract from the Swiss Commercial Register of Buyer\ncertified by the Commercial Register, and a copy of the Certificate of\nIncorporation of Uniphase Corporation certified by the Secretary of State\nof the State of Delaware; and\n\n          (f)  a certificate of the Secretary of Uniphase Corporation as to\nthe By-laws of Uniphase Corporation and the resolutions of Uniphase\nCorporation, and a power of attorney of the only member of the board of\ndirectors of Buyer, authorizing the execution, delivery and performance of\nthis Agreement, the Intellectual Property Agreements, the Seller Lease, the\nAssumption Agreement, the Transitional Services Agreement, and the future\nSwiss Pension Transfer Agreement by either Buyer or Uniphase Corporation,\nas applicable, and the persons acting on behalf of Buyer, executing such\nAgreements and any document delivered in connection with such agreements at\nthe Closing.\n\n          Section 2.3.     Delivery by Seller.     At the Closing, Seller\nwill deliver or cause to be delivered to Buyer the following:\n\n          (a)  a bill of sale substantially in the form of Exhibit B hereto\n(the \"Bill of Sale\"), duly executed by Seller, effectively vesting in Buyer\nall right, title and interest of Seller in and to the tangible personal\nproperty included in the Transferred Assets as provided in this Agreement;\n\n          (b)  the Assumption Agreement, duly executed by Seller;\n\n          (c)  the Seller Lease, duly executed by Seller;\n\n          (d)  the Transitional Services Agreement, duly executed by\nSeller;\n\n          (e)  a certificate of the Secretary of Seller as to the By-laws\nof Seller, and the delegations authorizing the execution, delivery and\nperformance of this Agreement, the Intellectual Property Agreements, the\nBill of Sale, the Seller Lease, the Assumption Agreement, the Transitional\nServices Agreement and the future Swiss Pension Transfer Agreement, and as\nto the incumbency of all officers of Seller executing this Agreement and\nany document delivered in connection with this Agreement at the Closing.\n\nArticle III.     Tax Matters.\n\n          Section 3.1.     Allocation of Purchase Price.     Buyer and\nSeller agree on an estimated allocation of the Purchase Price as set forth\nin Schedule 3.1. to the extent necessary to permit the making of timely\ntransfer tax filings.   In addition, as soon as practicable after the\nClosing Date, but in no event not later than 90 days prior to the due date\nof the Internal Revenue Service Form 8594, Buyer shall provide to Seller\nproposed statements (\"Allocation Statements\") allocating the total of the\nPurchase Price (and other payments properly treated as additional Purchase\nPrice for Tax purposes) to the different Transferred Assets as set forth in\nSchedule 3.1., pursuant to Section 1060 of the Internal Revenue Code of\n1986, as amended, and the Treasury Regulations promulgated thereunder\n(hereinafter, the \"Code\").  Seller will agree to Buyer's proposed\nAllocation Statements.\n\n          Buyer and Seller shall each file all income, franchise and other\nTax Returns (as defined below), and execute such other documents as may be\nrequired by any governmental authority, in a manner consistent with the\nAllocation Statements.  Buyer shall prepare the Form 8594 under Section\n1060 of the Code based on the Allocation Statements and deliver such form\nand all documentation used in the preparation and support of such\nAllocation Statements and form (including, but not limited to, appraisals)\nto the Seller within 30 days after finalization of the Allocation\nStatements.  The Buyer and the Seller agree to file such form with each\nrelevant taxing authority and to refrain from taking any position\ninconsistent with such form or Allocation Statements.\n\n          Notwithstanding the above provision, Buyer agrees to indemnify\nand hold Seller harmless from and against any and all liability for Taxes\nresulting from any reallocation of the Purchase Price that differs from the\nestimated allocation as set forth in Schedule 3.1.  For purposes of\ncalculating the amount of any Taxes in the preceding sentence, it shall be\nassumed that such Taxes are payable at the highest effective statutory\ncorporate income tax rates that could apply to Seller, as applicable, for\nthe relevant period.\n\n          Section 3.2.     Filing of Returns and Payment of Taxes.\nSeller shall prepare and file, or cause to be prepared and filed, with the\nappropriate authorities all Tax (as defined below) returns, reports and\nforms (herein \"Tax Returns\") and shall pay, or cause to be paid, when due\nall Taxes relating to the Transferred Assets attributable to any taxable\nperiod which ends on or prior to the Closing Date (herein \"Pre-Closing Tax\nPeriod\").  Buyer shall prepare and file, or cause to be prepared and filed,\nwith the appropriate authorities all Tax Returns, and shall pay, or cause\nto be paid, when due all Taxes relating to the Transferred Assets\nattributable to the period which is not part of the Pre-Closing Tax Period.\nIf, in order to properly prepare its Tax Returns or other documents\nrequired to be filed with governmental authorities, it is necessary that a\nparty be furnished with additional information, documents or records\nrelating to the Transferred Assets, both Seller and Buyer agree to use\nreasonable efforts to furnish or make available such information at the\nrecipient's request, cost and expense provided, however, that no party\nshall be entitled to review or examine the Tax Returns of any other party.\n\n          Section 3.3.     Refunds and Credits.\n\n          Any refunds and credits attributable to the Pre-Closing Tax\nPeriod shall be for the account of the Seller and any refunds and credits\nattributable to the period which is not part of the Pre-Closing Tax Period\nare for the account of the Buyer.\n\n          Section 3.4.     Transfer Taxes.\n\n          All transfer, documentary, sales, use, registration, value-added\ntaxes and any similar taxes (including real estate transfer taxes) incurred\nin connection with this Agreement and the transactions contemplated hereby\nshall be borne by Buyer, in addition to the consideration in Section 1.3.\nTo the extent legally able to do so, Buyer and Seller shall cooperate with\neach other to obtain exemptions from such taxes, including the value added\ntax and the preparation of necessary documentation, provided that neither\nparty shall be obligated to seek any exemption that would require any\ngovernmental audit of its books and records.\n\n          Section 3.5.     Tax Definitions.\n\n          For purposes of this Agreement, \"Tax or Taxes\" means all taxes,\nimposts, duties, withholdings, charges, fees, levies, or other assessments\nimposed by any governmental or taxing authority, whether domestic or\nforeign, including but not limited to, income, gross receipts, excise,\nproperty, sales, use, transfer, conveyance, payroll or other employment\nrelated, license, ad valorem, value added, withholding, social security,\nnational insurance (or other similar contributions or payments), franchise,\nestimated severance, stamp taxes, taxes based upon capital stock or net\nworth and other taxes (including interest, fines, penalties, or additions\nattributable to or imposed on or with respect to, any such taxes, charges,\nfees levies or other assessments).\n\nArticle IV.      Other Matters.\n\n          Section 4.1.     Consents and Subcontracted Work.     Seller and\nBuyer shall use reasonable efforts to obtain, in a reasonable amount of\ntime and no later than four months after the Closing Date unless\nimpractical, all requisite consents to assignments and novations, as the\ncase may be, of all of the Transferred Assets and the Assumed Liabilities.\nThe Parties will cooperate and use reasonable efforts in obtaining such\nconsents and novations in accordance with the provisions of this Agreement.\nThe material consents to assignment that have been identified at this time\nare listed on Schedule 4.1.  If any such required consents cannot be\nsecured without the incurring of any significant additional costs, the\nParties shall enter into such other arrangements with respect to the\nunderlying rights and obligations as shall permit Buyer to perform the\nobligations of Seller thereunder, as a subcontractor or otherwise, and\nBuyer to obtain the sole benefit thereof (the \"Subcontracted Work\"); and\nuntil the requisite consents are obtained, such obligations shall not be\ndeemed to be included in the Assumed Liabilities and nothing contained\nherein shall be deemed to constitute a breach of the contract underlying\nsuch rights and obligations.  Buyer agrees to diligently perform and\ndischarge the obligations of Seller in connection with the Subcontracted\nWork; and if and to the extent that consents to assignment are obtained\nafter the Closing Date, Buyer agrees that such obligations shall no longer\nbe considered to be Subcontracted Work, but shall instead be deemed to be\nAssumed Liabilities for all purposes of this Agreement.\n\n          The Seller hereby transfers to the extent it has the legal right\nto do so and subject to the applicable license agreements with the\nlicensors, its royalty-free usage rights to the shrink-wrap personal\ncomputer software (also known as conditions of use software) being used in\nthe normal course of the Seller's Zurich laser chip production by the\nEmployees, if such software is installed as of March 7, 1997 on the\ncomputers which are among the Transferred Assets. If such software\ncopyrights are owned by the Seller, Seller's license terms and conditions\ncontinue to apply.\n\n          Section 4.2.     Employees and Employee Benefits.\n\n          (a)  Schedule 4.2.A. contains a list of some of the individuals\nemployed by the Seller at the date hereof (including active employees and\nemployees who are on leave of absence; sick leave or disability leave)\n(herein the \"Employees\").\n\n          (b)  The employment relations of the Employees are assumed by the\nBuyer, together with all rights and obligations, from the date of the\nClosing.\n\n          (c)  The Buyer agrees to use reasonable efforts to provide\ncomparable benefits.  It being understood that the Buyer may not be in a\nposition to provide all the ancillary benefits currently provided by the\nSeller to the Employees.  The Buyer has  knowledge of  the Seller's Swiss\nStaff Member Manual.  The Seller and the Buyer shall comply with their\nrespective obligations under Article 333 of the Swiss Code of Obligations.\nHowever, the Seller shall not continue to provide or ensure these benefits\nafter the Closing Date to the Buyer's Employees.  The Buyer assumes all\nliabilities for the failure to perform.  The Buyer shall provide for the\nappropriate amendments in the employment agreements.\n\n          (d)  The Buyer agrees as promptly as is practicable from the\nClosing Date to establish a new defined occupational pension plan (the\n\"Buyer's Plan\") to provide the transferred Employees with pension benefits\nthat are at least substantially comparable with the benefits that are\nprovided to such Employees under the Seller's two pension benefit plans\naccording to Exhibit E.  The Buyer's Plan shall provide for the\nparticipation of such Employees therein as of the Closing Date, and provide\nthat in applying any length of service requirement for participation or\nvesting and in determining the benefits, each such Employee shall be\ncredited with prior service as shown in the records of the Seller,\naccording to the Seller's rules for service credit, and with the eligible\ncompensation under the Seller's plan's during the period.  The Seller shall\nprovide the Buyer the documents listed in schedules to Exhibit E to\nestablish and administer the Buyer's plan with respect to each Employee's\npension benefits, eligible compensation and service prior to the Closing\nDate.\n\n          (e)  For the free movement of capital between the pension funds\nand for the partial liquidation of a pension fund the Parties agree to\ncomply with the Free Movement Statue (Freizugigkeitsgesetz).  The assets\nshall be calculated according to the Swiss law (BVG and FZG).  According to\nArticle 23 (1) of the FZG, the plan of distribution shall be approved by\nthe official supervisory body.\n\n          (f)  These pension provisions are more fully set forth in Pension\nMatters, Exhibit E and its schedules and attachments. Upon transfer of the\nTransferred Pension Assets (as defined in Exhibit E) to the Buyer's Plan\n(as defined in Exhibit E) the Buyer's Plan shall assume all liabilities of\nthe Seller's Plans for the pension benefits for the Employees and such\ntransfer shall be in full discharge of all obligations of the Seller's\nPlans for the pension benefits.\n\n          (g)  Buyer shall be responsible for liabilities with respect to\nall employment matters concerning the employment of the Employees after the\nClosing, including the termination of any Employees by Buyer after the\nClosing and damages or settlements arising out of any claims of wrongful or\nillegal termination, and for complying with the requirements of all\napplicable laws with respect to any such termination.\n\n          (h)  Buyer agrees to employ the Employees in the Zurich,\nSwitzerland area, utilizing the Transferred Assets, for at least twenty-\nfour months following the Closing.\n\n          (i)  For three years from the date of this Agreement, Seller will\nnot solicit for employment or employ in any capacity any individual who,\nwithin 12 months prior to the date of new hire, has been an Employee\ntransferred as part of this Agreement.  For three years from the date of\nthis Agreement, Buyer shall not solicit for employment or employ in any\ncapacity any individual who, within 12 months prior to the date of new\nhire, has been an employee of Seller or its Affiliates working or employed\nat Seller's Zurich laboratory, other than Employees.\n\n          (j)  Buyer shall be responsible for obtaining any necessary work\npermits for any Employee required under applicable law, as of and after the\nClosing.  Seller shall reasonably cooperate with Buyer on such matters.\nSeller will provide Buyer with a letter which describes the transfer of the\nEmployees in the form as has been agreed between the Swiss counsel of the\nSeller and Buyer on the Closing Date.\n\n          (k)  Subject to the Employees' employment agreements or the terms\nof any new employment contract between such Employees and Buyer, and\napplicable law, the Buyer retains its right  to terminate any Employee for\ncause.  Nothing in this Agreement shall be deemed to convey any rights to\nany Employee as a third party beneficiary of any obligation of Buyer to\nSeller hereunder.\n\n          Section 4.3.     Leased Property.     The Swiss representatives\nof the Buyer and the Seller have negotiated a Seller Lease in the form of\nExhibit D, under Swiss law, for the lease to Buyer from Seller of real\nestate following the Closing.\n\n          Section 4.4.     Further Action.     Each of the Parties agrees\nto execute and deliver after the Closing Date such other documents,\ncertificates, agreements and other writings and to take such other actions\nas may be necessary, in the opinion of counsel, in order to consummate or\nimplement expeditiously the transactions contemplated hereby.  In addition,\nSeller agrees, promptly upon the request of Buyer, and at no additional\nexpense to Seller, other than the expenses associated with the preparation\nof appropriate instruments of assignment, to take all actions reasonably\nrequested by Buyer to perfect the transfer to Buyer of the Transferred\nAssets.  The March 1997 payroll for Employees will be paid to the Employees\nby Seller under its standard Swiss monthly payroll system. No later than\nApril 30, 1997, Buyer will pay Seller's invoice for Buyer's proportionate\nshare of the March payroll, including any applicable social security,\npension plan contributions, and similar sums. Buyer's invoiced payment will\nequal a sum calculated by multiplying the total monthly payroll for the\nEmployees by a fraction, (1) the numerator of which will be the number of\ndays remaining in March after the Closing Date and (2) the denominator of\nwhich will be 31. (Hypothetically, if the Closing Date is March 10, the\nfraction would be 21\/31).  Seller shall be responsible for all accrued,\nunused vacation through March 10,1997, with respect to the Employees and\nshall pay to Buyer on or prior to March 30,1997, an amount equal to the\nvalue of Seller's salary due for such accrued unused vacation.\n\n          Section 4.5.     Transitional Services Agreement.     The Swiss\nrepresentatives of the Buyer and the Seller have negotiated a Transitional\nServices Agreement in the form of Exhibit C, under Swiss law, to handle\nservices to be provided to the Buyer by the Seller after the Closing.\n\n          Section 4.6.     Liens.     Within thirty days after notice to\nSeller of attachment, Seller shall clear all material title liens or\nencumbrances upon title attaching to the Transferred Assets after the\nClosing Date which arise due to acts or failures to act of Seller prior to\nor on the Closing Date.  If Seller is unable to clear all material title\nliens or encumbrances upon title within thirty (30) days after notice,\nSeller shall complete any action necessary to provide Buyer with materially\nunencumbered title to the Transferred Assets.  In the event that Seller\nshall fail to take such action within the time periods specified in this\nSection 4.6, to clear such liens and encumbrances under Swiss law, Buyer\nshall have the right to take such action as it deems reasonably necessary\nto clear such liens or encumbrances upon title and to obtain reimbursement\nfor its out-of-pocket costs, plus interest at the simple rate of 10% per\nannum, from Seller.\n\n          Section 4.7.     Relocation.     The Buyer and Seller agree that\nthe Transferred Assets are being prepared and positioned for a sale and a\nphysical relocation out of their current facilities.  No representations or\ncharacterizations as to the Seller's ordinary course of business, the\nmaintenance condition or operation of the Transferred Assets or the results\nto be obtained from those assets are being made.\n\n          Section 4.8.     Due Diligence.     This sale includes the\ntransfer, by operation of and subject to Swiss law, of the Employees,\nperforming substantially the same work as that being performed by those\nemployees for the Seller.  The Buyer has engaged in such due diligence\neffort as it has deemed appropriate prior to signing this Agreement.  The\nsale of the Transferred Assets is based upon the results of that due\ndiligence and there has been no reliance upon the representations or\nstatements of Seller, to Uniphase Corporation or Buyer, other than the\nwritten representations set forth in the Seller's representations in\nArticle VI of this Agreement, or in the Intellectual Property Agreements,\nthe Transitional Services Agreement or the Seller Lease.\n\n          Section 4.9.     Buyer Financial Statements.     Seller will\ncooperate with Buyer and Buyer's auditors to permit Buyer and Buyer's\nauditors to timely prepare and file financial statements relating to the\nTransferred Assets, prepared by the Buyer in accordance with United States\ngenerally accepted accounting principles and the rules and regulations of\nthe Securities and Exchange Commission.\n\nArticle V.     Representations and Warranties of Buyer.\n\n          Buyer hereby represents and warrants to Seller as follows:\n\n          Section 5.1.     Incorporation.     Buyer is a duly incorporated\nand validly existing corporation under the laws of Switzerland, with all\nrequisite corporate power and authority to own its properties and conduct\nits business.\n\n          Section 5.2.      Authority.     Buyer has the requisite\ncorporate power and authority to execute and deliver each of this\nAgreement, the Intellectual Property Agreements, the Seller Lease and\nAssumption Agreement, and the Transitional Services Agreement, and to\nperform its obligations under each of the foregoing.  Each of this\nAgreement, the Intellectual Property Agreements, the Seller Lease and\nAssumption Agreement, and the Transitional Services Agreement, has been\nduly and validly authorized, executed and delivered by Buyer and\nconstitutes the valid and binding agreement of Buyer in accordance with its\nrespective terms.  No other corporate proceedings on the part of Buyer are\nnecessary to authorize this Agreement, the Intellectual Property\nAgreements, the Seller Lease and Assumption Agreement, and the Transitional\nServices Agreement and the transactions contemplated by any of the\nforegoing.\n\n          Section 5.3.     No Conflict.     The execution and delivery by\nBuyer of each of this Agreement, the Intellectual Property Agreements, the\nSeller Lease, the Assumption Agreement, and the Transitional Services\nAgreement, does not, and the performance of its obligations hereunder and\nthereunder, will not:\n\n          (a)  conflict with, or result in a breach of, any of the\nprovisions of its Certification of Incorporation or By-Laws;\n\n          (b)  breach, violate or contravene any applicable law, rule or\nregulation of any state or of the United States or any political\nsubdivision thereof or of Switzerland or any political subdivision thereof,\nor any order, writ, judgment, injunction, decree, determination or award,\nor create any right of termination or acceleration or encumbrance that in\nthe aggregate would have a material adverse effect on its authority or\nability to perform either its obligations under this Agreement, the\nIntellectual Property Agreements, the Seller Lease, the Assumption\nAgreement , the Transitional Services Agreement or the Assumed Liabilities;\nor\n\n          (c)  conflict in any respect with, or result in a breach of or\ndefault under, any contract, license, franchise, permit or any other\nagreement or instrument to which it is a party or by which it or any of its\nproperties may be affected or bound that in the aggregate would have a\nmaterial adverse effect on its authority or ability to perform its\nobligations under this Agreement, the Intellectual Property Agreements, the\nSeller Lease, the Assumption Agreement, or the Transitional Services\nAgreement.\n\n          Section 5.4.     Governmental Consents - Buyer.     Other than as\nset forth on Schedule 5.4., no material consent, approval or authorization\nof, or designation, declaration or filing with, any governmental agency or\nauthority on the part of Buyer is required in connection with the execution\nor delivery by Buyer of this Agreement, the Intellectual Property\nAgreements, the Seller Lease, the Assumption Agreement, and the\nTransitional Services Agreement or the consummation by Buyer of the\ntransactions contemplated by any of the foregoing, other than the\nauthorization in connection with the Seller Lease, according to the Swiss\nLex Friedrich to be obtained by Seller, and other than the authorization of\nthe competent authorities with respect to the transfer of the foreign\nEmployees having work permits from Seller to Buyer, to be obtained by Buyer\nand other than the future Swiss Pension Transfer Agreement and the fact\nthat Uniphase Corporation has formed Buyer in Switzerland to utilize the\nTransferred Assets, which will require a filing in the Swiss Commercial\nRegister.\n\n          Section 5.5.     No Broker.     Buyer and Uniphase Corporation\nhave  engaged no corporation, firm or other person who is entitled to any\nfee or commission as a finder or a broker in connection with the\nnegotiation of this Agreement or the consummation of the transactions\ncontemplated hereby, and Buyer shall be responsible for all liabilities and\nclaims (including costs and expenses of defending against same) arising in\nconnection with any claim by a finder or broker that it acted on behalf of\nBuyer or Uniphase Corporation in connection with the transactions\ncontemplated hereby.\n\nArticle VI.     Representations and Warranties of Seller.\n\n          Seller hereby represents and warrants to Buyer as follows:\n\n          Section 6.1.     Incorporation.     Seller is a duly incorporated\nand validly existing corporation in good standing under the laws of the\nState of New York, with all requisite corporate power and authority to own\nits properties and conduct its business, and is duly qualified in each\njurisdiction in which its ownership of property requires such qualification\nexcept where the failure to so qualify would not have a material adverse\neffect upon the Transferred Assets or the ability of Seller to perform its\nobligations hereunder.\n\n          Section 6.2.     Authority.     Seller has the requisite\ncorporate power and authority to execute and deliver this Agreement, the\nSeller Lease and Assumption Agreement, the Bill of Sale, the Transitional\nServices Agreement and the Intellectual Property Agreements, and to perform\nits obligations under each of the foregoing.  Each of this Agreement, the\nSeller Lease and Assumption Agreement, the Bill of Sale, the Transitional\nServices Agreement, and the Intellectual Property Agreements, has been duly\nand validly authorized, executed and delivered by Seller and constitutes\nthe valid and binding agreement of Seller in accordance with its respective\nterms.  No other corporate proceedings on the part of Seller are necessary\nto authorize this Agreement, the Intellectual Property Agreements, the\nSeller Lease and Assumption Agreement, the Bill of Sale, and the\nTransitional Services Agreement, and the transactions contemplated by any\nof the foregoing.\n\n          Section 6.3.     No Conflict.     The execution and delivery by\nSeller of this Agreement, the Intellectual Property Agreements, the Seller\nLease and Assumption Agreement, the Bill of Sale, and the Transitional\nServices Agreement does not, and the performance by Seller of its\nobligations hereunder and thereunder will not:\n\n          (a)  conflict with, or result in a breach of, any of the\nprovisions of its Certificate of Incorporation or By-Laws;\n\n          (b)  breach, violate or contravene any applicable law, rule or\nregulation of the United States or any political subdivision thereof, or\nSwitzerland or any political subdivision thereof, or any order, writ,\njudgment, injunction, decree, determination or award, or create any right\nof termination or acceleration or encumbrance that, in the aggregate would\nhave a material adverse effect on the Transferred Assets; or\n\n          (c)  conflict in any respect with, or result in a breach of or\ndefault under, any contract, license, franchise, permit or any other\nagreement or instrument to which Seller is a party or by which it or any of\nthe Transferred Assets may be bound that in the aggregate would have a\nmaterial adverse effect on the Transferred Assets (except for agreements\nand instruments that require the consent or approval of a third party for\nthe transactions contemplated by this Agreement).\n\n          Section 6.4.     Governmental Consents - Seller.     Other than\nas set forth on Schedule 6.4, no material consent, approval or\nauthorization of, or designation, declaration or filing with, any\ngovernmental agency or authority on the part of Seller is required in\nconnection with the execution or delivery by Seller of this Agreement, the\nIntellectual Property Agreements, the Seller Lease, the Assumption\nAgreement, the Bill of Sale, or Transitional Services Agreement or the\nconsummation by Seller of the transactions contemplated by any of the\nforegoing other than the authorization in connection with the Seller Lease,\naccording to the Swiss Lex Friedrich to be obtained and other than the\nfuture Swiss Pension Transfer Agreement.\n\n          Section 6.5.     No Broker.     Seller has engaged no\ncorporation, firm or other person who is entitled to any fee or commission\nas a finder or a broker in connection with the negotiation of this\nAgreement or the consummation of the transactions contemplated hereby, and\nSeller shall be responsible for all liabilities and claims (including costs\nand expenses of defending against same) arising in connection with any\nclaim by a finder or broker that it acted on behalf of Seller in connection\nwith the transactions contemplated hereby.\n\n          Section 6.6.     Title to Personal Property.      Seller has good\nand marketable title to all tangible personal property listed on Schedules\n1.1.A., 1.1.B., 1.1.C., hereto, free and clear of any material liens or\nencumbrances.\n\n          Section 6.7.     Actions, Suits, Proceedings.     Other than as\nset forth on Schedule 6.7, there are no actions, suits, or proceedings\npending or, to Seller's knowledge, threatened against the Transferred\nAssets, at law or in equity, including any administrative proceedings with\nany regulatory authority; and no third party claims have been asserted\nagainst Seller or its affiliates with respect to the Transferred Assets.\nThere is no existing default by Seller or, to the knowledge of Seller, any\nof its affiliates with respect to any judgment, order, writ, injunction or\ndecree of any governmental authority or arbitrator which materially\nadversely affects the Transferred Assets.\n\n          Section 6.8.     No Rights In Others To Transferred Assets.\nNeither Seller nor any affiliate of Seller is party to any outstanding\ncontracts or other arrangements giving any person any present or future\nright to require Seller to transfer to any person any ownership or\npossessory interest in, or to grant any lien on, any of the Transferred\nAssets, other than pursuant to this Agreement.\n\n          Section 6.9.     Contracts.     Schedule 1.4.A. contains a true\nand complete list of all material customer or vendor contracts constituting\nthe Transferred Assets.  Seller has performed or is performing all material\nobligations required to be performed by it under such contracts and is not\n(with or without notice, lapse of time or both) in breach or default in any\nmaterial respect thereunder; and, to the knowledge of Seller, no other\nparty to any of such contracts is (with or without notice of time or both)\nin breach or default in any material respect thereunder.\n\n           Section 6.10.     Licenses and Permits.     Seller or its\naffiliates have the licenses and permits and other governmental\nauthorizations and approvals as set forth on Schedule 6.10.  All such\nlicenses and permits held by Seller which are material to the use of the\nTransferred Assets are valid and in full force and effect.  Buyer has made\nits own investigation of such matters and is responsible for obtaining such\nregulatory approvals for its operations after the Closing.  To the personal\nknowledge of the four most senior level executives among the Employees, as\nexpressed to the Buyer prior to the signing of this Agreement during due\ndiligence, they do not believe the operation of the Transferred Assets, as\noperated by the Seller immediately prior to the date of this Agreement,\nviolated any applicable law.\n\n          Section 6.11.     Employee Union.      No union organizing\nactivities are in progress or, to Seller's knowledge, threatened at\nSeller's facilities concerning the Employees.\n\n          Section 6.12.     Exclusive Warranties.     Except for the\nexpress representations and warranties made by Seller in this Article VI,\nSeller makes no representation or warranty, express or implied, concerning\nthe Transferred Assets, it being specifically understood by Buyer that,\nexcept for the express warranties set forth in this Article VI, the\nTransferred Assets are being sold \"AS IS\" in all respects.  SELLER\nSPECIFICALLY DISCLAIMS ANY WARRANTY OF MERCHANTABILITY OR SUITABILITY OR\nFITNESS FOR ANY PARTICULAR PURPOSE OF BUYER'S, WHETHER OR NOT SELLER HAS\nBEEN MADE AWARE OF ANY SUCH PURPOSE.  SELLER SHALL NOT BE RESPONSIBLE FOR\nANY INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES OF BUYER WHATSOEVER,\nINCLUDING LOSS OF PROFITS OR GOODWILL, IN CONNECTION WITH THIS TRANSACTION.\n\n          Section 6.13.     Book Value.     Seller makes no representations\nor warranties as to the book value, for tax or for accounting purposes, of\nany of the Transferred Assets.\n\nArticle VII.     General.\n\n          Section 7.1.     Survival of Representations and Warranties.\nAll representations and warranties made by the Parties in this Agreement or\nany agreement contemplated by this Agreement shall survive the Closing for\na period of twenty-four (24) months after the Closing Date, provided, that,\nthe representations and warranties in respect of Taxes shall survive the\nClosing Date until the applicable period of limitation on assessment or\nrefund of any relevant Tax has expired.\n\n          Section 7.2.     Limitation of Liability.     Unless the\napplication of this Section is specifically excluded in writing,\nnotwithstanding anything to the contrary set forth in this Agreement, the\nBill of Sale, the Seller Lease, the Assumption Agreement, the Transitional\nServices Agreement, or the Intellectual Property Agreements, Seller shall\nnot be liable hereunder or thereunder for any amounts with respect to the\nbreach of a representation and warranty unless and until such amounts shall\nexceed in the aggregate amount $250,000 (the \"Limitation Amount\"), in which\ncase Seller shall only be liable with respect to the excess over the\nLimitation Amount.  In addition, in no event shall Seller's liability with\nrespect to the breach of representations and warranties exceed $11,000,000\nin the aggregate.\n\n          Section 7.3.     Public Announcements.     Under Article 181(2)\nof the Swiss Code of Obligations the Seller may be jointly and severally\nliable to third parties for its transferred business activities for two\nyears from a notification or publication date of this transaction following\nthe Closing.  The Parties shall each individually have the right to decide\nwhether to publicize the transaction of the assets and\/or to inform\npersonally or by circular letter the relevant creditors, customers and\nvendors.  Any disclosures in connection with commercial relationships shall\nnot reveal the Purchase Price of this Agreement.  Notwithstanding the\nforegoing, each Party shall have the right, in its sole discretion, to make\nsuch disclosures as it may deem necessary or advisable to any governmental\nagencies or instrumentalities or regulatory bodies.\n\n          Section 7.4.     Costs.     Each Party shall be responsible for\nthe costs and expenses incurred by it in the negotiation, execution and\ndelivery of this Agreement and, except as otherwise provided elsewhere in\nthis Agreement, the consummation of the transactions contemplated hereby.\n\n          Section 7.5.     Bulk Sales.     Buyer and Uniphase Corporation\nhereby waive compliance with any applicable bulk sales or similar laws in\nthe United States or Swiss jurisdictions.  Buyer intends to discharge the\nAssumed Liabilities in accordance with their terms and the Buyer agrees\nthat the Seller shall have no liability for any failure of Buyer to\ndischarge the Assumed Liabilities in accordance with their terms.\n\n          Section 7.6.     Modification and Waiver.     No modification or\nwaiver of any provision of this Agreement and no consent by any Party\nhereto to any departure therefrom shall be effective unless in a writing\nreferencing the particular article of this Agreement to be modified or\nwaived and signed by a duly authorized officer of each Party, and the same\nwill only then be effective for the period and on the conditions and for\nthe specific instances and purposes specified in such writing.\n\n          Section 7.7.     Governing Law.     This Agreement has been\ndelivered at and shall be deemed to have been made at Armonk, New York, and\nshall be interpreted, and the rights and liabilities of the parties hereto\ndetermined, in accordance with the laws of the State of New York applicable\nto agreements executed, delivered and performed within such State, without\nregard to the principles of conflicts of laws thereof, provided, however,\nthat the Parties agree to apply and comply with all mandatory provisions of\nthe laws of Switzerland applicable to this transaction as a matter of Swiss\npublic policy, which provisions are applicable regardless of the Parties\nchoice of law.\n\n          As part of the consideration for value this day received, each of\nthe Parties hereby consents to the jurisdiction of any state or federal\ncourt located within the county of Westchester in the State of New York.\nEach of the Parties hereby:  (i) waives trial by jury, (ii) waives any\nobjection to venue of any action instituted hereunder and (iii) consents to\nthe granting of such legal or equitable relief as is deemed appropriate by\nany aforementioned court.  These consents and waivers apply to all the\nagreements contemplated by this Agreement.\n\n          Section 7.8.     Notices.     All notices and other\ncommunications hereunder shall be in writing and shall be deemed to have\nbeen duly given and shall be effective (a) when delivered by messenger or\ncourier, or (b) five days after deposit for mailing by registered or\ncertified mail, postage prepaid, return receipt requested, when also\ntransmitted by telecopy, as follows:\n\n          (a)  if to Seller, to:\n\n               International Business Machines Corporation\n               Old Orchard Road\n               Armonk, New York 10504\n               Attention:  Paul L. Sterne\n\n\n               with a copy to:\n\n               Gregory C. Bomberger, Esq.\n\n\n          (b)  if to Buyer or Uniphase Corporation, one copy to:\n\n               Uniphase Laser Enterprise AG\n               c\/o Uniphase Corporation\n               163 Baypoint Parkway\n               San Jose, California 95134\n               Attention:  Dan E. Pettit\n\n\n               with a copy to:\n\n               Morrison &amp; Foerster, LLP\n               755 Page Mill Road\n               Palo Alto, California 94304\n\n               Attention:  Michael E. Phillips, Esq.\n\nor to such person or address as either of the parties shall hereafter\ndesignate to the other from time to time by similar written notice.\n\n          Section 7.9.     Assignment.     This Agreement shall be binding\nupon, and inure to the benefit of, and be enforceable by, the successors\nand assigns of the Parties; provided, that, no Party may assign its rights\nhereunder without the written consent of the other Party.\n\n          Section 7.10.     Counterparts.     This Agreement may be\nexecuted by the Parties hereto in one or more counterparts, each of which\nshall be an original and all of which shall constitute one and the same\ninstrument.\n\n          Section 7.11.     Guarantee.     Uniphase Corporation hereby\nguarantees the performance, as and when due, by the Buyer of all Buyer\nobligations under this Agreement, the Patent License Agreement, the\nTechnology License Agreement, the Seller Lease, the Agreement for Exchange\nof Confidential Information between Buyer and Seller signed March 10,1997,\nand the Transitional Services Agreement referenced herein, including,\nwithout limitation, the payment by the Buyer of the consideration set forth\nin Section 1.3. of this Agreement and all amounts payable by Buyer under\nthe other documents referenced above.\n\n          Section 7.12.     Entire Agreement.     This Agreement (including\nits schedules and exhibits), together with the Patent License Agreement,\nthe Technology License Agreement, the Transitional Services Agreement, and\nthe Seller Lease, all dated the same date hereof, by and among the Seller\nand either Uniphase Corporation or the Buyer, and the Confidentiality and\nNondisclosure Agreement, dated November 22, 1996, between Uniphase\nCorporation and Seller, comprise the entire agreement between the Parties\nwith respect to the subject matter hereof and supersede all prior\nagreements, understandings and representations, oral or written, between\nSeller, Buyer, and Uniphase Corporation relating hereto.\n\n          IN WITNESS WHEREOF, the parties have caused this Agreement to be\nexecuted by their duly authorized officers as of the date and year first\nabove written.\n\n\n\nUNIPHASE CORPORATION                         INTERNATIONAL BUSINESS\n                                             MACHINES CORPORATION\n\n\nBy:    \\s\\ Danny E. Pettit                   By:    \\s\\ Suzanne C. Lewis\n\nTitle:  Vice President, Finance and CFO      Title:  Business Development\n                                                      Consultant\n\n\nUniphase Laser Enterprise AG\n\n\n\nBy:    \\s\\  Danny E. Pettit\n\nTitle:  Vice President, Finance and CFO\n\n                                 SCHEDULES\nSchedule 1.1.  Asset Listing\n               Schedule 1.1. is comprised entirely of the following\nSchedules:\n                    1.1.A.\n                    1.1.B.\n                    1.1.C.\n                    1.1.D.\nSchedule 1.1.A.     Production Equipment\nSchedule 1.1.B.     Office Furniture\/Equipment\nSchedule 1.1.C.    Inventory and Work in Process\nSchedule 1.1.D.     Accounts Receivable Report\nSchedule 1.4.A.1.  Assumed Liabilities\nSchedule 1.4.A.2.  Assumed Liabilities\nSchedule 1.4.B.    Internal Contracts with Seller or Seller's affiliates\nthat will be                  transferred to Buyer\nSchedule 3.1.  Allocation of Purchase Price\nSchedule 4.1.  Consents to Assignments\nSchedule 4.2.A.     Employees\nSchedule 4.2.C.     Seller's Swiss Staff Member Manual\nSchedule 6.7.      Actions, Suits, Proceedings\nSchedule 6.10.     Licenses and Permits\nExhibit A:               Assumption Agreement\nExhibit B:               Bill of Sale\nExhibit C:               Transitional Services Agreement\nExhibit D:               Seller Lease\nExhibit E:               Pension Matters\n\n\n\n\n                                     \n                                     \nSchedule 1.1.A Production Equipment and\nSchedule 1.1.B Office Furniture\/Equipment\n     These schedules contain a detailed description of each of the assets\nincluding furniture, production equipment and computer equipment acquired\nfor the operations of Uniphase Laser Enterprise.\n\n\nSchedule 1.1.C Inventory and Work in Progress\n     This schedule contains the number of chips in inventory as of the\nclose date.\n\n\n\nSchedule 1.1.D Accounts Receivable Report.\n     The schedule contains a detail listing of aged accounts receivable by\ncustomers for a total amount of $7.0 million as of the close date.\n\n\n\nSchedule 1.4.A.1    Assumed Liabilities - Contracts\n     The schedule contains a listing of contracts for services and\nagreements assumed as of the close date.\n\n\nSchedule 1.4.A.2    Assumed Liabilities\n     A detailed listing of capital services, and materials ordered but not\nreceived that have been assumed as of the close date.\n\n\n\nSchedule 1.4.B Internal Contracts with Seller or Seller's affiliates that\nwill be transferred to Buyer.\n     A listing of IBM contracts that were transferred to the buyer as of\nthe close date.\n\n\nSchedule 3.1        Allocation of Purchase Price\n     An allocated schedule of the assets acquired as of the close date.\n\n\n\nSchedule 4.1        Consent to Assignments\n     A listing of contracts that require the consent of a third party to be\ntransferred or terminated\/novated to\/with Buyer.\n\n\n\nSchedule 4.2.A Employees\n     A listing of employees in Uniphase Laser Enterpriseas of the closed\ndate.\n\n\n\nSchedule 4.2.C Seller's Swiss Staff Member Manual\n     A copy of the Swiss Staff Member Manual.\n\n\n\nSchedule 6.4        Government Consents - Seller\n     A listing of governmental consents.\n\n\n\nSchedule 6.7        Actions, Suits, Proceedings\n     There are no actions, suits, or proceedings to report.\n\n\n\nSchedule 6.10  Licenses and Permits\n     A listing of licenses and permits which are material to the use of the\nTransferred Assets.\n\n\n\n                    ASSIGNMENT AND ASSUMPTION AGREEMENT\n          dated as of March 10, 1997 (this \"Agreement\"), between\n          UNIPHASE LASER ENTERPRISE AG, a Swiss AG (\"Buyer\"), and\n               INTERNATIONAL BUSINESS MACHINES CORPORATION,\n                    a New York corporation (\"Seller\").\n\n          WHEREAS Buyer, Seller and Uniphase Corporation have entered into\na Purchase Agreement dated as of March 10, 1997 (the \"Purchase Agreement\"),\nproviding for, among other things, the purchase by Buyer of the Transferred\nAssets from Seller; and\n\n          WHEREAS, in conjunction with such purchase, Seller desires to\nsell, transfer, convey, assign and deliver to Buyer all of Seller's rights,\ntitle and interest in and to the Assumed Liabilities, which form part of\nthe Transferred Assets.\n\n          NOW, THEREFORE, in consideration of the mutual convenants and\nundertakings contained herein, and subject to and on the terms and\nconditions herein set forth, the parties hereto agree as follows:\n\n          1.   Defined Terms.  Terms defined in the text of this Agreement\nshall have such meaning throughout this Agreement.\n\n          2.   Other Terms.  All capitalized terms not otherwise defined\nherein shall have the meanings ascribed thereto in the Purchase Agreement.\nNothing contained herein shall be deemed to alter or amend the terms and\nprovisions of the Purchase Agreement, and in the event of any conflict\nbetween the terms and provisions of this Agreement and the Purchase\nAgreement, the terms and provisions of the Purchase Agreement shall be\ndeemed to govern and be controlling in all circumstances.\n\n          3.   Assignment.  Seller hereby irrevocably sells, transfers,\nconveys, assigns and delivers to Buyer all of its right, title and interest\nin and to the Assumed Liabilities.\n\n          4.   Assumption.  Buyer does hereby accept such sale, transfer,\nconveyance, assignment and delivery of all of seller's right, title and\ninterest in and to the Assumed Liabilities by Seller and, subject to the\nterms of Section 1.4 of the Purchase Agreement, assumes all obligations and\nliabilities of Seller thereunder.\n\n          5.   Effective time.  The assignment by Seller, and the\nacceptance thereof by Buyer, of the Assumed Liabilities, pursuant to this\nAgreement, shall be effective as of the date hereof.\n\n          6.   Noncontravention.  Pursuant to Section 4.1 of the Purchase\nAgreement, certain of the Assumed Liabilities may require the consent of\nthird parties to any assignment.  Such assignments to Buyer are made\nsubject to the obtaining of such consents and shall be effective as of the\ndate of such consent.  The execution of this Agreement shall not be\ninterpreted, and is not intended to be interpreted, as any action taken by\nSeller that would be contrary to the terms and conditions of any contract\nrequiring the consent of any third party to such assignment.  Buyer and\nSeller shall fully cooperate with each other in an attempt to obtain such\nconsents, as set forth in the Purchase Agreement.\n\n          7.   Notices.  All notices and other communications hereunder\nshall be as set forth in the Purchase Agreement.\n\n          8.   Amendment.  This Agreement may be amended, modified or\nsupplemented, and any provision hereof may be waived, only by written\nagreement of the parties hereto.\n\n          9.   Headings.  The headings contained in this Agreement are for\nreference purposes only and shall not limit or otherwise affect the meaning\nor interpretation of this Agreement.\n\n          10.  Governing Law.  This Agreement shall be construed and\nenforced in accordance with, and the rights of the parties shall be\ngoverned by, the laws of the State of New York without reference to its\nprinciples of conflict of law.\n\n          11.  Severability.  If any one or more provisions contained in\nthis Agreement, or the application of such provision to any person or\ncircumstance, shall, for any reason, be held to be invalid, illegal or\nunenforceable in any respect, such invalidity, illegality or\nunenforceability shall not affect any other provision hereof, and this\nAgreement shall be construed as if such invalid, illegal or unenforceable\nprovision had never been contained herein.\n\n          12.  Third Party Actions.  Seller and Buyer hereby agree to\ncooperate in defending or prosecuting any claims or litigation relating to\nthe transfer of title as provided herein, and to make available and furnish\nappropriate documents and testimony in connection therewith.\n\n          13.  Seller's Obligations.  Seller hereby covenants and agrees to\nexecute and deliver all such other further instruments of conveyance,\nassignment and transfer and all such other notices, releases, acquittance,\npowers of attorney and other documents, and do all such other acts and\nthings as may be necessary to more fully convey and assign to buyer, or its\nsuccessors or assigns, all right, title and interest in and to the Assumed\nLiabilities conveyed, assigned and transferred to or acquired by Buyer\npursuant to this Agreement, including, without limitation, filings with any\ngovernmental entity, authority or instrumentality, domestic or foreign.\n\n          14.  Assignment.  Pursuant to Section 7.9 of the Purchase\nAgreement neither this Agreement nor any of the rights or obligations\nhereunder shall be assigned by either party hereto without the prior\nwritten consent of the other party, such consent not to be unreasonably\nwithheld, except that Buyer may assign any or all of its rights and\nobligations hereunder to one or more Affiliates.  Any purported assignment\nof this Agreement other than in accordance with this paragraph 17 shall be\nnull and void and of not force or effect.\n\n\n\n\n          18.  Counterparts.  This Agreement may be executed in two or more\ncounterparts, each of which shall be deemed an original, but all of which\ntogether shall constitute one and the same instrument and shall become a\nbinding Agreement when one or more of the counterparts have been signed by\neach of the parties and delivered to the other party.\n\n\n\n\nIN WITNESS WHEREOF, the parties hereto have caused this Agreement to be\nexecuted by their respective officers thereunto duly authorized as of the\nday and year first above written.\n\n\n                              UNIPHASE LASER ENTERPISE AG\n\n\n                              by:   \\s\\ Danny E. Pettit\n\n                               Title:   Vice President, Finance and CFO\n\n\n\n                              INTERNATIONAL BUSINESS\n                              MACHINES CORPORATION\n\n\n                              by:  \\s\\  Suzanne C. Lewis\n\n                               Title:   Business Development Consultant\n\n\n                               BILL OF SALE\n                                     \n\n\n\n       Bill of Sale and Assignment (this \"Bill of Sale\") dated as of\n                  March 10, 1997 , between International\n     Business Machines Corporation, a New York corporation (\"Seller\"),\n          and Uniphase Laser Enterprise AG, a Swiss AG (\"Buyer\").\n                                     \n                                     \n                                     \n          Buyer, Seller, and Uniphase Corporation, a Delaware corporation,\nhave entered into a Purchase Agreement dated as of March 10, 1997 (the\n\"Purchase Agreement\"), for the sale by Seller to Buyer of certain\nTransferred Assets as described in the Purchase Agreement.  All capitalized\nterms not otherwise defined herein shall have the respective meanings\nprovided in the Purchase Agreement.\n\n          NOW THEREFORE, for good and valuable consideration (including the\npayment by Buyer of the purchase price for the Transferred Assets), the\nadequacy and receipt of which are hereby acknowledged:\n\n          1.   Seller does hereby sell, assign, transfer, convey and\ndeliver (collectively, \"sell\") to Buyer, free and clear of all obligations\nand liabilities except as expressly provided herein or in the Purchase\nAgreement:\n\n          2.   This Bill of Sale shall not constitute a waiver of any\nrights and remedies of Buyer under the Purchase Agreement with respect to\nany of the Transferred Assets hereby sold to Buyer.\n\n          3.   Upon request of Buyer, Seller shall do, execute, acknowledge\nand deliver all such further acts, assurances, deeds, assignments,\ntransfers, conveyances and other instruments and papers as may be required\nto sell to and vest in Buyer, and protect Buyer's right, title and interest\nin and enjoyment of, the Transferred Assets and as otherwise may be\nappropriate to carry out the transactions contemplated by the Purchase\nAgreement.  Pursuant to Section 4.1 of the Purchase Agreement, to the\nextent that any Transferred Asset may not be sold to Buyer without the\nconsent of any other party, this Agreement shall not constitute a sale or\nattempted sale thereof if such sale or attempted sale requires a consent.\nSuch sale shall occur immediately after receipt of the applicable consent.\n\n          4.   This Bill of Sale shall be governed by and construed in\naccordance with the internal laws of the State of New York applicable to\nagreements made and to be performed entirely within such State, without\nregard to the conflicts of law principles of such State.\n\n          5.   In the event any one or more of the provisions contained in\nthis Bill of Sale should be held invalid, illegal or unenforceable in any\nrespect, the validity, legality and enforceability of the remaining\nprovisions contained herein and therein shall not in any way be affected or\nimpaired thereby.  The parties shall endeavor in good-faith negotiations to\nreplace the invalid , illegal or unenforceable provisions with valid\nprovisions the economic effect of which comes as close as possible to that\nof the invalid, illegal or unenforceable provisions.\n\n          6.   This Bill of Sale is executed pursuant to the Purchase\nAgreement and is entitled to the benefits and subject to the provisions\nthereof and shall bind and inure to the benefit of the parties and their\nrespective successors and assigns.\n\n          IN WITNESS WHEREOF, the parties have caused this Bill of Sale to\nbe duly executed as of the day and year first above written.\n\n\n\nUNIPHASE LASER ENTERPRISE AG       INTERNATIONAL BUSINESS\nMACHINES CORPORATION\n\n\nBy:  \\s\\ Danny E. Pettit                By:  \\s\\ Suzanne C. Lewis\n\nTitle:  Vice President, Finance and CFO      Title:  Business Development\nConsultant\n\n\n\n\n                                     \n                                     \n                                     \n                                     \n                                     \n\n                            Services Agreement\n                        (the \"Services Agreement\")\n\n                                  between\n\nUniphase Laser Enterprise AG, Zug,\nc\/o Treuhand von Flue AG, Grienbachstrasse 17, 6301 Zug\n(hereinafter referred to as the \"Lessee\")\n                                                  on one hand\n                                    and\n\nInternational  Business Machines Corporation, Zurich  Research  Laboratory,\nSaumerstrasse 4, CH- 8803 Ruschlikon,\n(hereinafter referred to as the \"Lessor\")\n                                            on the other hand\n                                     \n\n                           ____________________\n       \n       \n       Whereas, the Lessor wishes to sell Uniphase Corporation and  to  the\n       Lessee,  and Uniphase Corporation and the Lessee wishes to  purchase\n       from  the  Lessor the Transferred Assets as defined in the  Purchase\n       Agreement (as defined below)\n       \n       Whereas,  the Lessee, Uniphase Corporation and the Lessor  for  this\n       purpose  have  entered into purchase agreement dated  of  even  date\n       herewith (hereinafter referred to as the \"Purchase Agreement\"), and\n       \n       Whereas, the Lessor and the Lessee have entered into a Lease\n       Agreement for certain offices, cleanroom, wet and dry laboratories,\n       and common rooms in the premises of Saumerstrasse, Ruschlikon,\n       Switzerland, owned by the Lessor, during a transitional period\n       following the execution of the Purchase Agreement (hereinafter\n       referred to as the \"Lease Agreement\"); and\n\n       Whereas, the Lessor and the Lessee intend, during such transitional\n       period following the execution of the Purchase Agreement to provide\n       and receive partly on mandatory and partly on optional basis\n       respectively certain basic support and administrative services; and\n\n       Whereas, on the other hand, the Parties agree that there are\n       certain services which Lessor provides for its departments, which\n       will not be available to the Lessee.\n       \n       Now therefore in consideration of the mutual covenants and\n       undertakings herein contained the parties hereto agree as follows:\n\n\n1. Subject Matter of the Agreement\n\n       1.1.    The subject matter of the Services Agreement is to set\n           forth the conditions under which Lessor will provide services\n           to the Lessee for the term of the Lease Agreement. In this\n           respect it is to be distinguished between:\n       \n           a)    Such services which the Lessee has the duty and the\n             right to make use of and the Lessor has the obligation to\n             provide for the term of the Lease Agreement (hereinafter\n             referred to as \"Mandatory Services\"); and\n           \n           b)    such services which the Lessee may, at its option, take\n             advantage of (hereinafter referred to as \"Optional\n             Services\").\n       \n       1.2.    The Lessee acknowledges and agrees that the Lessor is\n           offering no services other than those hereinbefore mentioned\n           and which are hereinafter defined as Mandatory and Optional\n           Services.\n\n\n2. Mandatory Services\n\n       2.1.    Mandatory Services including specific prerequisites and\n           conditions of the same are set forth in Schedule 1.\n       \n       2.2.    The Lessor undertakes with the execution of the Services\n           Agreement to provide the mandatory services in accordance with\n           the remaining provisions of this agreement for the entire term\n           of the Lease Agreement.\n       \n       2.3.    The Contracting Parties agree that according to the\n           provisions of Section 9.7. and 10.1. of the Lease Agreement\n           they are obligated to make use of or to carry out the Mandatory\n           Services for as long as the term of the Lease Agreement lasts.\n       \n3. Optional Services\n\n       3.1.    The Optional Services which may be required by the Lessee\n           for the term of the Services Agreement are set forth in\n           Schedules 2 and 3.\n       \n       3.2.    Schedule 2 sets forth such Optional Services including the\n           specific prerequisites and conditions which the Lessee may\n           request in writing from the Lessor (hereinafter referred to as\n           \"Optional Services Category 1\").\n       \n       3.3.    Schedule 3 sets forth a general description of such\n           services which the Lessor is offering to the Lessee whereby the\n           prerequisites and the conditions have not been set forth\n           (hereinafter referred to as \"Optional Services Category 2\").\n       \n          In the event that the Lessor wishes to take advantage of any\n           such individual service, the Parties shall enter into an\n           additional agreement regarding such services. Any such\n           additional agreement shall supplement the Services Agreement by\n           way of a Schedule thereto. As far as such additional agreement\n           does not foresee any special regulation, the rules of the\n           Services Agreement shall be applicable.\n       \n       3.4.    The Lessee acknowledges and agrees that the Lessor shall\n           carry out all such Optional Services as shall be required\n           according to the availability of the same whereby the Lessor,\n           in using its resources, may primarily take into account its own\n           needs.\n       \n       3.5.    The Lessee is aware that in the event the Lessee calls\n           upon third parties for the purpose to carrying out the Services\n           of model shop, electronic services, shared tools, cafeteria,\n           self-service model shop (as referenced in Optional Services\n           Category 1. Schedule 2), the provision thereof shall occur\n           outside the Site. The facilities of the Lessor cannot be used\n           for this purpose.\n       \n\n4. Extent and Provision of Services\n\n       4.1.    The Lessor agrees to provide the services under this\n           Services Agreement with the appropriate care and diligence.\n       \n          The standard of assistance on the part of the Lessor is to be\n           measured with respect to the contents as well as the standard\n           of care, in accordance with the past services of the Lessor of\n           the particular service within its enterprise.\n       \n          The Lessee confirms that as a result of the level of knowledge\n           of such employees as it has assumed, it has adequate knowledge\n           of the standard of the previous provision of services.\n       \n       4.2.    The Lessor is entitled to call upon third parties for the\n           purpose of carrying out the services hereunder.\n       \n\n5. Place of Performance\n\n       The place of performance of all of the services provided for in the\n       Services Agreement is in the Leased Premises according to the Lease\n       Agreement.\n\n\n6. Deadlines\n\n       6.1.    Inasmuch as no distinct rule has been agreed to in\n           writing, the Lessor shall provide the services during working\n           days only, from Monday to Friday, from 8.00 a.m. till 5.00\n           p.m., according to the availability of the resources pursuant\n           to Section 3.4. hereof.\n       \n       6.2.    In the event that circumstances beyond its own control,\n           namely the failure of third party suppliers to observe\n           deadlines should lead to postponements on the part of the\n           Lessor, then deadlines shall be correspondingly postponed.\n\n7. Term of the Agreement\n\n       7.1.    The term of the Services Agreement shall begin on the\n           Closing Date of the Purchase Agreement and shall remain in\n           force for as long as the Lease Agreement shall remain in\n           effect.\n       \n       7.2.    Upon termination of the entire Lease Agreement, the\n           Services Agreement shall terminate automatically.\n       \n\n8. Early Termination of Individual Service Requirements\n\n       8.1.The Mandatory Services have been agreed to for the entire term\n           of the Services Agreement and the Lease Agreement. Except in\n           case of the early termination of the entire Lease Agreement, it\n           may not be terminated early by either the Lessor or the Lessee.\n       \n       8.2.Any item of the Optional Services Category 1 may be terminated\n           by both Parties by means of written notice with a notice period\n           of 60 days effective as of the end of the calendar month next\n           following the expiration of the notice period.\n       \n          The Lessor shall remain obligated for the remaining term of\n           this agreement to provide Optional Services Category 1\n           according to the remaining provisions of the Services\n           Agreement.\n       \n       8.3.With respect to the termination of the provision of Optional\n           Services of Category 2 the same shall be governed by the\n           relevant terms of the individual supplementary agreement\n           entered into with respect thereto.\n       \n\n9. Duty to provide Information on the Part of the Lessee\n\n       The Lessee shall provide to the Lessor all information reasonably\n       required by the Lessor for the Lessor to perform its obligations\n       hereunder.\n\n\n10. Liability\n       \n       10.1.   Each Party is solely responsible and liable for its\n           employees and its respective performance under this Services\n           Agreement.\n       \n       10.2.   The Lessor shall not have any liability to the Lessee with\n           respect to the performance of its obligation pursuant to the\n           Services Agreement, except for direct damages subject to the\n           limitation in Section 10.4. incurred by the Lessee as a result\n           of the breach of the Services Agreement by the Lessor. In no\n           event will the Lessor be liable to the Lessee for loss of\n           revenue or profits or any indirect damages including claims of\n           third parties.\n       \n       10.3.   Should the subject matter of the Services Agreement be the\n           provision of products which the Lessor for its part is\n           obviously provided with by a third party, the Lessor shall only\n           be liable to the Lessee to the extent that the third party\n           supplier has provided the Lessor with a warranty and is liable\n           to the Lessor.\n       \n       10.4.   If damages do not exceed SFr. 5'000.-- per event, the\n           Lessor shall not be liable. If damages exceed SFr. 5'000.-- the\n           Lessor's total liability for such event will be limited to SFr.\n           200'000.--. However, the cumulative liability of the Lessor\n           during the term of the Services Agreement will not exceed SFr.\n           1'000'000.--. This limitation shall not apply in case of\n           personal injury.\n       \n       10.5.   Notwithstanding the foregoing, the Lessor shall not be\n           liable for any failure of performance attributable to acts or\n           events (including, but not limited to, war, conditions or\n           events of nature, government acts or regulations, civil\n           disturbances, work stoppage, power failures, failure of\n           telephone lines and equipment, fire and flood) beyond the\n           control of the Lessor which rendered performance by it\n           hereunder impossible.\n       \n       10.6.   Any further liability or warranty is excluded.\n       \n       \n11. Intellectual Property\n\n       The Parties will agree to negotiate intellectual property rights\n       for intellectual property that arises from the result of the work\n       performed by Lessor for the Lessee hereunder under Optional\n       Services Category 1 \/ Model Shop and Electronic Services prior to\n       the provision of such services.\n\n\n12. Remuneration\n\n       12.1.   The remuneration of the Mandatory Services is set forth in\n           Schedule 1.\n       \n       12.2.   The remuneration of the Optional Services Category 1 is\n           set forth in Schedule 2.\n       \n       12.3.   The remuneration of the Optional Services Category 2 shall\n           be determined by the relevant terms of the individual\n           supplementary agreement entered into with respect thereto.\n\n       12.4.   The remuneration for the supplied services shall be\n           invoiced at the end of each month. Unless the Lessee does not\n           react within thirty days from the receipt of the invoice, the\n           acceptance thereof is deemed. The payment shall occur within 30\n           days from the date of the invoice.\n\n13. Compliance with Laws\n\n       13.1. The Lessor represents that it will provide the services under\n           this Services Agreement in compliance with the applicable laws\n           for example environmental protection laws.\n       \n       13.2. The Lessee represents that it will use the services under\n           this Services Agreement in compliance with the applicable laws\n           for example environmental protection laws.\n\n\n14. Final Provisions\n\n       14.1.   The Services Agreement shall be governed by and construed\n           in accordance with the laws of Switzerland.\n       \n       14.2.   In case any provision of the Services Agreement shall be\n           held invalid, illegal or unenforceable, the validity, legality\n           and enforceability of the remaining provisions shall not in any\n           way be affected or impaired thereby.\n       \n       14.3.   The court of jurisdiction is Horgen.\n       \n       14.4. This Agreement supersedes any and all previous agreements\n           whether written or oral with respect to the subject matter and\n           may not be amended unless in writing.\n       \n       \n                           ____________________\n                                     \nPlace, Date                    Place, Date\n3-10-97                        3-10-97\nThe Lessee                     The Lessor\n\\s\\ Danny E. Pettit            \\s\\ Suzanne C. Lewis\n\n                                                                           \n                            Mandatory Services\n       \n1. Building Operations Services\n       \n   1.1.For  the  purposes  of  the  Services Agreement  building  operation\n       services  mean the performance of all maintenance necessary  to  the\n       building and the Leased Premises and to integral parts thereof.  All\n       measures  which  affect the building are exclusively  controlled  by\n       the Lessor.\n       \n       According  to  Section 9.7. and Section 10.1 of the Lease  Agreement\n       the Lessor shall carry out the following services:\n       \n       a)   Laboratory   rearrangements  (excluding  construction   related\n       projects)\n       b) Maintenance\n       c) Repairs\n       d) Installations and changes on installations\n       e) Janitor Service\n       f) Cleaning\n       g) Recycling\n       \n   1.2.Fit  up  arrangements  are  not included.  Repairs  and  maintenance\n       services are not provided for the Lessee's assets.\n       \n   1.3.Dependent  on the urgency, the Lessor shall carry out the  requested\n       services.  The Lessor may set priorities. The Lessor will  set  high\n       priority   to   temperature  and  humidity  control  of  cleanrooms,\n       maintaining the emergency electrical system and maintaining  cooling\n       water.\n   \n   1.4.The  Lessor's contact person is Otto Buchegger. The Lessee's contact\n       person is Kurt Muller.\n       \n       \n2. Chemical Services\n       \n   2.1.Chemical  services  cover  all those measures  and  transactions  in\n       connection with chemicals.\n       \n       Chemical services include following services:\n       \n       a) Authorization\n       b) Internal supply of chemicals\n       c) Control\n       d) Waste disposal\n       e) Education and support\n       f) Storage\n       \n   2.2.The Lessor has the right to exercise control over chemicals used  on\n       the site.\n   \n   2.3.All  orders  of  chemicals must be authorized  by  the  Lessor.  The\n       Lessor  may  refuse a request of order of the Lessee for  reasonable\n       safety  reasons or if the storage of the requested quantities cannot\n       be reasonably guaranteed.\n       \n       However,  the  Lessee shall be responsible for the punctual  request\n       of  the  necessary  orders with due regard of the  handling  of  the\n       request by the Lessor and of the time for delivery.\n       \n   2.4.The  Lessor  will take delivery of the chemicals and check  them  in\n       respect  of the ordered quantity. No quality checks will be  carried\n       out by the Lessor.\n   \n   2.5.The  Lessor will store all the delivered chemicals of the Lessee  in\n       the  appropriate  premises  in  an  identifiable  manner.  Once  the\n       chemicals  are  delivered to the Lessee, the Lessee  is  responsible\n       for  the  storage  and usage in accordance with  the  rules  of  the\n       Safety Manual as mentioned under Section 3.1. of this Schedule.\n   \n   2.6.The  Lessor  is prepared to give further reasonable advice,  counsel\n       and  provide  for  the  education of  the  Lessee's  employees  upon\n       request by the Lessee.\n       \n   2.7.During  working time as referred to in Section 6.1. of the  Services\n       Agreement  the Lessor will use all reasonable effort to provide  for\n       the  performance of chemical services at any time the  Lessee  deems\n       it necessary.\n   \n   2.8.The  Lessor's  contact  person for request  of  orders  and  further\n       advice  is  Hugo  Ritter.  The  Lessee's  contact  person  is  Peter\n       Roentgen.\n       \n       \n3. Safety Services\n       \n   3.1.Safety services provided for the protection of the employees.\n       \n       Safety services include following services:\n       \n       a) Control of new equipment\/Installations\n       b) Advice and counsel\n       c) Safety equipment and material\n       d) Education\n       e) Safety manual\n       \n   3.2.The  safety  of all delivered new equipments and installation  shall\n       be  checked  by  the Lessor according to the Safety Manual  and  the\n       usual  standards of the Lessor. The control of the Lessor  does  not\n       include  further  inspections. The control by the  Lessor  does  not\n       relieve the Lessee of his liabilities.\n   \n   3.3.The  Lessor has published for use on the site only a Safety  Manual,\n       where  all  essential safety rules are entailed. The  Lessee  is  in\n       possession of this manual and must strictly follow these rules.\n       \n   3.4.The  Lessor  is ready to give further reasonable advice and  provide\n       for  the  education of the Lessee's employees upon  request  by  the\n       Lessee.\n       \n   3.5.The  Lessor's  contact person is Hugo Ritter. The  Lessee's  contact\n       person is Peter Roentgen.\n       \n   3.6.Notwithstanding   the   foregoing,   the   Lessee   is   exclusively\n       responsible for the safety of its employees.\n       \n       \n4. Security Services\n       \n   4.1.Security  measures  include all measures to  ensure  the  authorized\n       entrance and use of the building.\n       \n       Security services include following services:\n       \n       a) Guard service\n       b) Access system\n       c) Controls\n       \n   4.2.   Such security services are provided by the Lessor.\n   \n   4.3.The  Lessee must strictly follow such measures. He has no competence\n       to  introduce  new measures. For the use of the badges reference  is\n       made to Section 8.3 of the Lease Agreement.\n   \n   4.4.The   Lessee  agrees  that  his  employees  will  continue   at   an\n       appropriate  level to participate in the Lessor's  fire-brigade  and\n       First Aid organization as long as they are on site.\n   \n   4.5.The   Lessor's  contact  person  for  security  services   is   Otto\n       Buchegger. The Lessee's contact person is Kurt Muller.\n       \n       \n5. Receiving Services\n       \n   5.1.The  Lessor will provide for the acceptance of goods which  are  not\n       delivered by postal service.\n   \n   5.2.The  Lessee shall notify to the Lessor of deliveries within 24 hours\n       in advance.\n   \n   5.3.Except  for chemicals and equipments\/installations, the Lessor  does\n       not control the delivered merchandise.\n   \n   5.4.The  Lessor's  contact person for receiving service is Hans  Schmid.\n       The Lessee's contact person is Ursula Breitschmid.\n       \n       \n6. Reception Services\n       \n   6.1.The Lessee may use within regular working hours all the services  of\n       the switchboard.\n   \n   6.2.Separate  phone and fax numbers will be assigned and the costs  will\n       be  charged  to  the  Lessee.  However, eight  telephone  lines  are\n       included.\n   \n   6.3.The Switchboard is responsible for the reception of customers.\n   \n   6.4.Contact  person  for  the reception services  is  Lilli  Pavka.  The\n       Lessee's contact person is Anastasia Cosman.\n   \n   \n7. Remuneration\n       \n       7.1. No remuneration for the Mandatory Services is due by the\n          Lessee until the 30. June 1998.\n       \n       7.2. Unless the space occupied by the Lessee exceeds the rented\n          space of 68.1 meters square, during the period from 1. July 1998 \n          until 31. December 1998 no remuneration for the Mandatory Services \n          will be due for this period. Otherwise, if additional space is \n          occupied by the Lessee the charge for Mandatory Services will be \n          SFr. 36'000.-- per month.\n       \n       7.3.  As  of 1. January 1999 the Lessee must pay SFr. 36'000.--  per\n          month  for  the  provision of Mandatory Services, independent  of\n          the leased surface.\n\n                                                                           \n                                                                           \n                       Optional Services Category 1\n       \n       \n1. Model Shop &amp; Electronic Services\n       \n       1.1.  Under  model  shop &amp; electronic services the Parties  includes\n          all   the   labor  that  is  related  to  designing,  developing,\n          fabricating  and  maintaining, mechanical and  electronic  parts,\n          tools,  assemblies  and software which may directly  support  the\n          development  of  future products as well as the production  line.\n          Therefore the Lessee's equipment may be maintained, repaired  and\n          improved. Whereas the electronic services concern measures  which\n          deal  exclusively  with electronic matters,  be  it  hardware  or\n          software,  the model shop concern all other work to the  Lessee's\n          equipment.\n       \n          Model shop &amp; electronic services include :\n          a)Direct  involvement in development of new test- and fabrication\n            equipment\n          b)Design  and  fabrication of tools and assemblies not  available\n            on the open market\n          c)                           Laboratory Automation\n          d) Consulting\n       \n       1.2.  The  Lessor  shall carry out the above mentioned  services  on\n          written request and specification of the Lessee.\n       \n          The   Lessor,  however,  may  refuse  the  performance   in   its\n          discretion.   The  interests  of  the  Lessor's   business   have\n          priority.\n          \n          The   deadlines  shall  be  determined  in  a  separate   written\n          agreement.\n       \n       1.3.  For  the  model shop services the Lessee shall  pay  a  hourly\n          compensation of SFr. 159.--\n       \n          For  the  electronic  services the  Lessee  shall  pay  a  hourly\n          compensation of SFr. 161.--\n       \n          The  prices  do  not  include costs and  expenses  for  the  used\n          material. These will be charged to the Lessee.\n       \n       1.4.  The  Lessor's  contact  persons for model  shop  &amp; electronic\n          services  is  Urs  Bapst. The Lessee's contact  person  is  Peter\n          Roentgen.\n       \n       \n2. Information System (I\/S)\n       \n       2.1.  Information system services are divided into the  explicit  or\n          dedicated services and implicit services.\n       \n          Explicit services are those where an I\/S employee directly  works\n          for  the Lessee, e.g. when installing or repairing a workstation,\n          when  building up a special LAN for the Lessee, consulting hours,\n          etc.\n          \n          Implicit  are  those services which are part of the  general  I\/S\n          infrastructure,  e.g. automatic backup, the Notes infrastructure,\n          the   LAN   operation,  data  space  on  file  servers,  printing\n          services,  etc.  This includes for example a proportional  amount\n          of  depreciation for the servers, public printers, etc.  but  not\n          for the Lessee-owned workstation, printers, etc.\n       \n       2.2  Lessor  will  provide only the existing cables  at  the  Leased\n       Premises  as of  7. March, 1997 for the term of the Lease  Agreement\n       at  no  charge  to  assist Lessee in implementing  its  own  network\n       infrastructure.\n       \n       2.3.  Lessor  will  provide the following implicit  services  on  an\n       interim basis not to exceed 6 months after the Closing Date  of  the\n       Purchase  Agreement  at no additional charge:  LotusNotes  Mail  and\n       Lessee  specific  databases and services such as  user  identifiable\n       mail   folders,  electronic  mail  received,  the  ability  to  send\n       Internet  Mail,  the  Quality  Review  Board  database,  Addressbook\n       database, and personal databases specific to Lessee's operation.\n       \n       2.4.  For  one  month  following the Closing Date  of  the  Purchase\n       Agreement, Lessor will provide Lessee employees with access  to  the\n       AIX  and\/or  VM  environments. After such one month  period,  access\n       will  be  terminated. However, for six months following the  Closing\n       Date  of  the  Purchase Agreement, 3 user id's (CHA, LBR,  and  MAC)\n       will  have  access  to the AIX and\/or VM environments.  Such  access\n       will  then terminate after six months. This access will be  provided\n       at no additional charge.\n       \n       2.5.  Lessor  will  provide,  at  no additional  charge,  access  to\n       network  printers,  plotters, scanners and to the  Internet  gateway\n       for 6 months after the Closing Date of the Purchase Agreement.\n       \n       2.6.  Lessor  will  provide  for  to  Lessee  continuation  of   the\n       automatic  back-up  process for personal data. Lessor  will  provide\n       this  process to Lessee for 6 months after the Closing Date  of  the\n       Purchase    Agreement    at   no   additional    charge.    However,\n       notwithstanding  anything  contrary  contained  in  this  Agreement,\n       Lessor  will  not  be liable nor does it guarantee the  validity  or\n       accuracy  or  operation  of  the back-up process.  This  process  is\n       provided as-is.\n       \n       2.7.  Lessor will provide access for the Cadence application  and  a\n       plotter  that  can  be  used  for this application  for  six  months\n       following  the  Closing Date of the Purchase Agreement.  After  such\n       six  month  period,  such access will be charged  as  determined  by\n       Lessor. Such access will terminate on 31. December, 1997.\n       \n       2.8.  Except for sections 2.2, 2.3, 2.4, 2.5, 2.6 and 2.7 the Lessor\n          shall   carry  out  the  above  mentioned  explicit  or  implicit\n          services on written request and specification of the Lessee.\n       \n          The  Lessor, however, may refuse the performance thereof any time\n          the  competent staff has not free capacity. The interests of  the\n          Lessor's business have priority.\n          \n          The   deadlines  shall  be  determined  in  a  separate   written\n          agreement.\n       \n       2.9.  Explicit services will be charged with an hourly rate of  SFr.\n          195.--.  The  charges for implicit services will be defined  when\n          requested and accepted.\n       \n          The  prices do not include the costs of material and\/or equipment\n          incurred by the Lessor. These will be charged to the Lessee.\n       \n       2.10.  The Lessee must comply with all applicable Information Assets\n          Security  Rules  of  the Lessor which will  be  supplied  by  the\n          Lessor upon first request of the Lessee.\n       \n       2.11.  The  Lessor's contact person for the information services  is\n          Heinrich Muller. The Lessee's contact person is Mr Baldegger.\n       \n       \n3. Shared Tools and Equipment\n       \n       3.1.  The  FIB,  RIN  and TEM machines will remain at  the  Lessor's\n          location.  The  Lessee may use these two  tools  as  long  as  he\n          occupies the leased premises.\n       \n       3.2.  The Lessee may use the tools hereinabove upon availability and\n          subject  to  Lessor's priority. However, the maximum usage  right\n          of  the  Lessee  for  the  FIB is 40% of the  average  usage  per\n          quarter  starting on the Closing Date of the Purchase  Agreement.\n          The  maximum usage right of the Lessee for the TEM is 50% of  the\n          average  usage per quarter starting on the Closing  Date  of  the\n          Purchase  Agreement.  The maximum usage right of the  Lessee  for\n          the  RIN is 50% of the average usage per quarter starting on  the\n          Closing Date of the Purchase Agreement.\n       \n       3.3.  There will not be an additional charge to the Lessee for  this\n          tool usage until after 31. December 1998.\n       \n       \n       3.4.  The  equipment located in room L213 (as referenced in Schedule\n          2  of  the  Lease Agreement) may be used with priority by  Lessee\n          during the lease term with no additional charge from Lessor.\n       \n       3.5.  The SEM located in room H136 (as referenced in Schedule  1  of\n          the  Lease Agreement) may be used with priority by Lessee  during\n          the  lease term with no additional charge to Lessee until  a  new\n          SEM  is installed by Lessee. After such installation, Lessee  may\n          also  use  the SEM but only in the case of an emergency and  with\n          the approval and subject to the priority of Lessor.\n       \n       3.6.  The  CVD system in room H207 (as referenced in Schedule  2  of\n          the  Lease  Agreement) may be used with priority  by  the  Lessee\n          during the lease term with no additional charge, until a new  CVD\n          system is installed but no longer than 31. May 1997.\n       \n       3.7.  The  Photoluminous  for MBE in room  C253  (as  referenced  in\n          Schedule  1 of the Lease Agreement) may be used with priority  by\n          the  Lessee  during  the  lease term with no  additional  charge.\n          However,  Lessor  reserves the right  to  use  such  tool  for  a\n          minimum period of 2 hours per day during the lease term.\n       \n       3.8.  The  Packaging  Equipment  in  room  H161  (as  referenced  in\n          Schedule  2 of the Lease Agreement) may be used with priority  by\n          the  Lessee during the lease with no additional charge.  However,\n          Lessor reserves the right to use such equipment for up to 50%  of\n          the  average usage per quarters starting on the Closing  Date  of\n          the Purchase Agreement.\n       3.9.  The Lessor will give the Lessee first priority to purchase the\n          shared tools and equipment before offering them to a third  party\n          (\"Vorkaufsrecht\").\n4. Cafeteria Services\n       \n       4.1.  Lessor will provide cafeteria services to all the employees of\n          the  Lessee  to  the  same  extent  that  it  does  for  its  own\n          employees. The additional charge to the Lessee for the  cafeteria\n          services  is  SFr. 10'000.-- per month until 31.  December  1997.\n          The   Lessor  will  provide  for  cafeteria  services  after  31.\n          December  1997  at  a  charge to be agreed  upon  by  Lessor  and\n          Lessee.\n       \n       4.2.  The  Lessor  will charge separately for  visitors,  coffee  or\n       other special services.\n       \n       \n5.  Library, Self-Service Model Shop, Stockroom, Mail Distribution, Copiers\n Scanners Printers\n       \n       5.1.  The  Lessor will provide the above referenced services to  the\n          Lessee at no additional charge until 31. March 1997.\n       \n       5.2.  Notwithstanding  anything  to the  contrary  in  the  Services\n          Agreement  such services will be charged to the Lessee after  31.\n          March 1997.\n       \n       5.3.  The  Lessor will provide a quote of charges before  25.  March\n          1997 to the Lessee for such services beyond 31. March 1997.\n       \n\n                                                                           \n                                                                           \n                       Optional Services Category 2\n                                     \n                                     \n       With due regard of the availability of staff and the Lessee's\n       business interests, the Lessor may perform services such as:\n       \n       1. Finance\n       Accounting; Controlling; Reporting; Payroll.\n       \n       2. Purchasing\n       Purchasing of equipment and material; Mail distribution.\n       \n       3. Publication\/Office services\n       Graphics Support; Word Pro - Applications; Conference Preparation.\n   \n   \n\n                                                                           \n                                                                           \n                                                                           \n                              Ancillary costs\n\n\nFollowing main expenses are entailed in the rent of the Leased Premises A,\nB, C:\n\nElectricity\nWater\nSewage-charges\nHeating, Fuel\nWaste removal and paper recycling\nGuard Services\nBuilding maintenance (excludes costs relating to interior decoration)\nMaintenance and repair of building installations\nExisting infrastructure (excluding toll charges) of telephone PBX lines.\n\n                                                                           \n                                                                           \n                                                                           \n                       IBM Zurich-Site Safety Manual\n                                     \n\n\n(Note: IBM Zurich-Site Safety Manual has been delivered to the Lessee).\n\n\n                       Laboratory Real Estate Lease\n                          (the \"Lease Agreement\")\n\n                             made and entered\n                                  between\n\nInternational  Business Machines Corporation, Zurich  Research  Laboratory,\nSaumerstrasse 4, CH- 8803 Ruschlikon,\n(hereinafter referred to as the \"Lessor\")\n                                              on the one hand\n                                    and\n\nUniphase Laser Enterprise AG, Zug,\nc\/o Treuhand von Flue AG, Grienbachstrasse 17, 6301 Zug\n(hereinafter referred to as the \"Lessee\")\n                                            on the other hand\n                                     \n\n                           ____________________\n       \n       Whereas, the Lessor wishes to sell to Uniphase Corporation  and  the\n       Lessee,  and Uniphase Corporation and the Lessee wishes to  purchase\n       from  the  Lessor the Transferred Assets as defined in the  Purchase\n       Agreement (as defined below)\n       \n       Whereas,  Uniphase  Corporation and the Lessee and  the  Lessor  for\n       this  purpose  have entered into purchase agreement  dated  of  even\n       date   herewith   (hereinafter  referred   to   as   the   \"Purchase\n       Agreement\"), and\n       \n       Whereas,  the  Lessor wishes during a transitional period  following\n       the  completion  of the Purchase Agreement to lease to  the  Lessee,\n       and  the  Lessee wishes to rent from the Lessor the Leased  Premises\n       (as  defined below), subject to the terms and conditions hereinafter\n       set  forth,  in order to allow the immediate start of the production\n       of certain components,\n       \n       Whereas,  the  Lessor and the Lessee intend, during the transitional\n       period  following  the  completion  of  the  Purchase  Agreement  to\n       receive   and  provide  certain  basic  support  and  administrative\n       services  and for this purpose shall enter into a services agreement\n       (hereinafter referred to as \"Services Agreement\");\n       \n       Now,  therefore,  in consideration of the premises set  forth  above\n       and  the  respective covenants, agreements, hereinafter  set  forth,\n       Lessor  and  Lessee  (collectively the \"Parties\")  hereby  agree  as\n       follow\n       \n       \n1. Leased Premises\n       \n       The  Lessor  leases  to  the  Lessee  in  the  building  located  at\n       Saumerstrasse   4,   CH-8803  Ruschlikon  the   following   premises\n       (collectively the \"Leased Premises\"):\n       \n       a)  340.0 meters squared offices and 143.9 meters squared dry \n           laboratories and 30.0 meters squared (such premises  being \n           hereinafter referred to as \"Premises  A\")  further\n           described in Schedule 1 and 4.\n       \n       b)  68.8 meters squared offices, 77.4 meters squared cleanroom, 35.3 \n           meters squared dry laboratories and 380.3 meters squared  wet  \n           laboratories  (such  premises  being  hereinafter referred to as \n           \"Premises B\") further described in Schedule  2  and 4.\n       \n       c)  15.1  meters squared offices  and 53.0 meters squared wet \n           laboratories  (such  premises being  hereinafter referred to as \n           \"Premises C\") further  described in Schedule 3 and 4.\n       \n       The   joint  use  of  public  spaces  such  as  parking,  corridors,\n       cloakrooms,  reception  area, rooms (as  referenced  in  the  Safety\n       Manual in Schedule 6) and the joint use of the conference rooms  are\n       included  in  the  Lease Agreement. The Lessee  can  use  conference\n       rooms   including  the  video  conferencing  equipment  subject   to\n       availability.\n       \n2. Use of the Leased Premises\n       \n       The  Leased  Premises  shall be used for the  production  of  diode-\n       lasers  in the same manner as they have been used by Lessor's  Laser\n       Enterprise Department.\n       \n       \n3. Term of the lease\n       \n       3.1.The  term  of the lease for the Premises A, B, C begins  on  the\n           Closing Date of the Purchase Agreement.\n       \n       3.2.The  lease  of  the  Premises A shall end on (        *         )\n           without  notice  of  termination  (hereinafter  referred  to  as\n           \"Fixed Lease Period A\").\n       \n       3.3.The  lease of the Premises B shall end on (     *      )  without\n           notice  of termination (hereinafter referred to as \"Fixed  Lease\n           Period B\").\n       \n       3.4.The  lease  of  the  Premises C shall end on (       *          )\n           without  notice  of  termination  (hereinafter  referred  to  as\n           \"Fixed Lease Period C\").\n    \n    * - Information redacted and filed separately with the SEC.\n       \n\n4. Extension of the lease periods\n       \n       4.1.  The Lessee has the right to unilaterally extend the lease term\n           with regard to the Premises A until the (      *       ).\n       \n           The  notification  of the extension shall  be  made  by  written\n           notice  by  the Lessee to the Lessor three months prior  to  the\n           end of the Fixed Lease Period A.\n       \n       4.2.  The Lessee has the right to unilaterally extend the lease term\n           with regard to the Premises B until the (       *        ).\n       \n          The  notification  of  the extension shall  be  made  by  written\n           notice  by  the Lessee to the Lessor three months prior  to  the\n           end of the Fixed Lease Period B.\n       \n       4.3.The  Lessee has the right to unilaterally extend the lease  term\n           with  regard to Premises C until the (     *       ) of  the  wet\n           laboratories  as  mentioned in Schedule 2. The Lessee  also  has\n           the  right to swap one of the wet laboratories in lieu of L  261\n           of Schedule 3.\n       \n          The  notification  of  the extension shall  be  made  by  written\n           notice  of  the Lessee to the Lessor three months prior  to  the\n           end of Fixed Lease Period C.\n       \n       4.4.The  Lessee is aware that the Lease Agreement will be  concluded\n           for  the  limited Fixed Leased Periods A, B, C and that  he  may\n           only  request  the  extensions within the periods  as  described\n           hereinabove.  Any  further extension of the  lease  relationship\n           shall  not be agreed because of the urgent need for the Lessor's\n           own  use  which involves a restructuring of the Leased Premises,\n           scheduled  to  start  at the latest on (      *      )  for  the\n           Premises  A,  on (       *     ) for the Premises B  and  on  ( \n              *      )  for Premises C. Therefore, the Lease  Agreement  as\n           described  hereinabove  is concluded  expressly  for  a  limited\n           period  of  time according to Article 272a (1)(d) of  the  Swiss\n           Code of Obligations.\n       \n       4.5.The  Lessee is aware that it requires a considerable  effort  to\n           find  and  equip  suitable facilities to carry on  his  business\n           within  a reasonable period of time and therefore before Closing\n           Date  the  Lessor has indicated him the opportunity for  renting\n           other  business premises in the locality of Binz  in  Zurich  in\n           order  for  Lessee  to  be able to move to  equivalent  premises\n           within the agreed to time.\n\n     * - Information redacted and filed separately with the SEC.\n\n\n5. Rent\n       \n       5.1.For  the  lease of Premises A for the Fixed Lease Period  A,  of\n           Premises  B for the Fixed Lease Period B and of Premises  C  for\n           the  Fixed Lease Period C no rent is due by Lessor. The  payment\n           of  the  remuneration  for the use of  the  Leased  Premises  is\n           already  included  in  the  purchase price  of  the  Transferred\n           Assets according to Section 1.3. of the Purchase Agreement.\n       5.2.For  the  extension of the lease term for the  Premises  A,  the\n           Lessee  shall pay a monthly rent of SFr. 90.-- per  meters squared\n           for  the use  of the offices and of SFr. 145.-- per meters squared\n           for the use of the dry laboratories.\n       \n       5.3.For  the  extension of the lease term for the  Premises  B,  the\n           Lessee  shall pay a monthly rent of SFr. 90.-- per  meter squared\n           for  the use  of  the offices, of SFr. 345.-- per meter squared\n           for the use  of  the cleanroom  and  of SFr. 210.-- per meters \n           squared for the  use  of  the  wet laboratories.\n       \n       5.4.For  the  extension of the lease term for the  Premises  C,  the\n           Lessee  shall pay a monthly rent of SFr. 135.-- per meter squared\n           for  the use  of  the offices and SFr. 320.-- meter squared for \n           the use of  the  wet laboratories.\n       \n       5.5.The  rent for the extensions of the lease term of Premises B and\n           C  is  based  on the index of consumers' prices at  the  Closing\n           Date  of  the  Purchase Agreement. If for the 1. July  1998  the\n           index  of  consumers'  prices  (base  May  1993  =  100  points)\n           increases  of  at least 5 points, the Lessor may  once,  at  the\n           commencement date of each extension period increase  the  agreed\n           rents according to the following formula:\n       \n           Increase in %:\n       \n           new  index  -  index at the time of conclusion of  the  contract\n                                         x 100\n                         --------------------------------------------------\n                          index  at  the  time  of  conclusion  of  the\n                             contract      \n       \n\n       5.6.The agreed initial rents cannot be decreased.\n       \n       5.7.The  Lessee shall pay the rents at the end of each month for the\n           following  month  to  the  bank account  as  designated  by  the\n           Lessor.\n       \n\n6. Ancillary costs\n       \n       6.1.Under  ancillary  costs  of  this Lease  Agreement  the  Parties\n           understand  the  remuneration for  performances  by  the  Lessor\n           which are connected with the use of the Leased Premises A, B,  C\n           and  with  the  use  of the common spaces further  described  in\n           Schedule 5.\n       6.2.No  ancillary  costs  are  due by the Lessee.  These  costs  are\n           included  in  the  purchase price as entailed  in  the  Purchase\n           Agreement  for  the fixed periods A, B, C and in the  rents  for\n           the extensions of the Lease Agreement.\n       \n       6.3.Telephone  and  fax expenses are not included in  the  ancillary\n           costs and will be charged separately to the Lessee.\n       \n       \n7. Transfer of the Leased Premises\n       \n       7.1.The  transfer  of  the  Leased Premises  provided  for  in  this\n           agreement  shall take place on the Closing Date of the  Purchase\n           Agreement.\n       \n          The  Lessor  transfers the Leased Premises \"AS  IS\".  The  Leased\n           Premises  are deemed to be in a suitable condition for  the  use\n           as  listed in Section 2 of this agreement. The Lessor represents\n           that  at  the Closing Date the Leased Premises comply  with  all\n           applicable  laws  including  without  limitation,  environmental\n           protection laws, construction laws, the fire police law and  the\n           requirements of the Labor Statute.\n       \n       7.2.The Parties renounce to draw up a transfer protocol.\n       \n       7.3.On  the  day  of the transfer the Lessor will exchange  the  old\n           badges  delivered to the transferred employees for the new  ones\n           in  order  to  allow  the entering in the building  and  in  the\n           Leased  Premises  to  the  Lessee. The replacement  of  lost  or\n           stolen  badges  during  the  lease are  part  of  the  Mandatory\n           Services of the Lessor and are in his exclusive competence.  The\n           Lessee  shall  immediately inform the Lessor of  any  loss.  The\n           Lessee  must  pay the costs of the replacement. The  procurement\n           of  additional  badges  is in the exclusive  competence  of  the\n           Lessor. The Lessee shall inform the Lessor of any need hereof.\n       \n       7.4.The  Lessor  will instruct the Lessee about the security  system\n           of the building.\n       \n       7.5The  Lessee  confirms that he has received a  copy  of  the  'IBM\n           Zurich-Site  Safety  Manual', which is attached  to  this  Lease\n           Agreement as Schedule 6.\n\n8. Duties of the Lessee\n       \n       8.1.The  Lessee  shall  use the Leased Premises with  due  care.  He\n           shall use them only for the purposes mentioned under Section 2.\n       \n       8.2.The  Lessee shall give due consideration for other occupants and\n           he  shall  not  impair  in  any way the  Lessor's  business  and\n           research activities.\n       \n       8.3.Except  for  the entrance of the Leased Premises and the  common\n           spaces,  the Lessee shall not have access to the other parts  of\n           the  building,  specifically the research  laboratories  of  the\n           Lessor  except as provided for under the Services  Agreement  or\n           elsewhere under this Lease Agreement.\n       \n       8.4.The  Lessee  shall observe all the security, safety and  general\n           rules  of  the  house regulations (hereinafter  referred  to  as\n           \"Internal  Rules\") to the extent they do not conflict  with  the\n           Lease  Agreement.  The Lessee is aware that the  Internal  Rules\n           are  subject to revision to the extent they do not conflict with\n           the  Lease Agreement by the Lessor and that he has no  right  to\n           request any replacement thereof.\n       \n       8.5.The  Lessee  shall  manage his business in accordance  with  the\n           Swiss  mandatory  public  laws, and in particular  to  obey  the\n           applicable rules of Swiss environmental protection law,  of  the\n           fire  police  law,  the requirements of the  Accident  Insurance\n           Statute   and  all  the  related  standards  and  the  and   the\n           requirements of the Labor Statute\n       \n       8.6.The   Lessee   is  not  allowed  to  carry  out   any   building\n           modification  to  the Leased Premises. Such  modifications  need\n           the  written  consent of the Lessor which consent shall  not  be\n           unreasonably delayed or refused.\n       \n       8.7.All  the Mandatory Services as defined in Section 2 and Schedule\n           1  of  the Services Agreement are exclusively performed  by  the\n           Lessor.  While  occupying the Leased Premises  the  Lessee  must\n           make  use  of the Mandatory Services as provided by the  Lessor.\n           The  Lessor  is obliged to provide such Mandatory Services.  The\n           Lessee  shall  consult  with the Lessor  (the  competent  staff)\n           about  any  necessity and problem. The Lessee shall  immediately\n           report  all defects to the contact persons as further  mentioned\n           in Schedule 1 of the Services Agreement.\n       \n       8.8.The  Lessee shall permit the Lessor to enter the Leased Premises\n           to  perform  the  Mandatory and Optional Services  according  to\n           Sections  2  and  3  and Schedules 1, 2 and 3  of  the  Services\n           Agreement,  further,  if  necessary,  for  the  maintenance,  to\n           remedy  defects and to repair or avoid damages. Except  for  the\n           performance  of  the  Mandatory and Optional  Services  and  for\n           emergency,  the Lessee shall be notified ahead of  time  to  the\n           extent possible.\n       \n       8.9.Notwithstanding anything to the contrary set forth in the  Lease\n           Agreement,  if  repairs and other urgent action  are  necessary,\n           the  Lessee  shall  inform the Lessor and  shall  undertake  all\n           reasonable  precautions. The Lessee shall be liable for  failure\n           to notify the Lessor.\n       \n       8.10.The  Lessee must remedy, at his own expenses, defects for which\n           the  Lessor is not responsible according to Section 10.1 of  the\n           Lease Agreement and which may be cured by standard cleaning,  or\n           repairs  and  replacements necessary for  ordinary  maintenance.\n           The  Lessee is not entitled to call upon external third  parties\n           for  the  purpose  of  carrying  out  the  obligation  hereunder\n           without  the  prior written consent of the Lessor which  consent\n           shall not be unreasonably delayed or refused.\n       \n       8.11.Despite a ten day prior written notice period to cure,  if  the\n           Lessee continues to violate his duties according Section 9.1  to\n           9.6.  in  a  manner  such  that the continuation  of  the  Lease\n           Agreement may no longer be expected from the Lessor, the  Lessor\n           may  give  notice  of  termination of the Lease  Agreement  with\n           effect after a period of 30 days as per the end of a month.  The\n           Lessor   may,  however,  give  notice  of  termination  of   the\n           agreement  with immediate effect if the Lessee has intentionally\n           caused serious damage to the Lessor's building.\n       \n       \n9. Duties of the Lessor\n       \n       9.1.The  Lessor  is  obliged  to maintain  the  Leased  Premises  in\n           compliance  with  all applicable laws, in a  suitable  condition\n           for  the contractual use, to remedy the material defects and  to\n           perform  the  Mandatory Services at any time they are  necessary\n           within  the  periods further described in Section  6.1.  of  the\n           Services Agreement.\n       \n       9.2.The  Lessor  shall  inform  the Lessee  of  any  change  of  the\n           Internal Rules.\n       9.3.The  Lessor shall not have access to the Leased Premises, except\n           for   laboratories  shared  with  Science  and   Technology   as\n           mentioned  in  Schedule 2 and except as provided for  under  the\n           Services Agreement or elsewhere under this Lease Agreement.\n\n\n10. Liability insurance\n       \n       On  1.  April  1997 the Lessee shall deliver a copy  of  the  signed\n       professional  risk indemnity insurance policy which shall  cover  at\n       least US$ 5'000'000.--.\n       \n       \n11. Sublease\n       \n       According  to  Article 262 (2)(c) of the Swiss Code of  Obligations,\n       the  sublease of the premises is not allowed because it would  cause\n       significant  disadvantages  for the Lessor.  Empty  spaces  will  be\n       taken over by the Lessor.\n\n\n12. Return of the Leased Premises\n       \n       12.1.The  Lessee  must return the Premises in the same condition  as\n           taken  over  with the reservation of the normal  wear  and  tear\n           which  results from the use provided for in this agreement under\n           Section 2.\n       \n       12.2.The  Lessee  shall  remove  all  the  Transferred  Assets.  The\n           separation  and removal shall conform to the rules mentioned  in\n           Section  9  hereinbefore. The Lessee  will  not  be  liable  for\n           incidental  damages  which arise as a natural  consequence  from\n           the  separation  and  removal  of the  Transferred  Assets.  The\n           Lessee  will bear the costs for the separation and removal.  The\n           Lessor  will cooperate with the Lessee in connection  with  such\n           separation and removal under a separate agreement.\n       \n       12.3.The  waste caused by the removal of the Transferred Assets will\n           be disposed of by Lessor and will be charged to the Lessee.\n       \n       12.4.The  Lessee  shall  return all the badges,  keys  and  all  the\n           documentation which concerns the Leased Premises.\n       \n       12.5.The  Lessee represents that at the date of return of the Leased\n           Premises,  the  Leased Premises will comply with all  applicable\n           laws   including  without  limitation  environmental  protection\n           laws,   construction   laws  the  file  police   law   and   the\n           requirements of the labor statute.\n       \n\n13. Applicable law \/ Place of Jurisdiction\n       \n       13.1.This  agreement  shall  in  all  respect  be  interpreted   and\n           construed  in  accordance  with and  governed  by  the  laws  of\n           Switzerland, and shall be subject to performance in the  country\n           of Switzerland.\n       \n       13.2.Where   no  special  clause  is  entailed  in  this  agreement,\n           Articles  253 ff. of the Swiss Code of Obligations shall  apply.\n           The  compulsory statutory liability rules are applicable to this\n           agreement.\n       \n       13.3.The court of jurisdiction is Horgen.\n       \n       13.4.This  Agreement  supersedes  any and  all  previous  agreements\n           whether written or oral with respect to the subject matter.  And\n           may not be amended unless in writing.\n       \n                           ____________________\n                                     \n                                     \n                                     \n                                     \nPlace, date                    Place, date\n3-10-97                        3-10-97\nThe Lessor                     The Lessee\n\\s\\ Suzanne C. Lewis           \\s\\ Danny E. Pettit\n\n       \n       \n                       List of the Leased Premises A\n                                     \n\nC-Building\n\nC 233          C 219       C 353\nC 241          C 349       C 355\nC 251          C 350       C 359\nC 253          C 351       C 352\n\n\nOld Buildings\n\nH 136*         L 204       P 258\nP 257          L 208       P 273\nH 208          L 230       P 277\nH 220          L 234       P 281\nH 226          Z 222       P 285\nH 232          Z 226       P 289\nH 236          H 261       M 303\nH 240          M 305\n\n\n* = Labs shared with Science and Technology\n\n\n\n\n                       List of the Leased Premises B\n\n\n\n\nC Building\n\nC 260\n\n\nOld Buildings\n\nH 122*         L 130       Z 245\nH 132*         M 100       P 266\nH 155*         Z 113       P 270\nH 161          Z 117       P 274\nH 207*         Z 123       P 278\nH 221          Z 207*      P 282\nH 249          Z 213       P 286\nZ 239*         P 290\n\n\n* = Labs shared with Science and Technology\n\n                                                                           \n                                                                           \n                                                                           \n                       List of the Leased Premises C\n\n\nOld Buildings\n\nL 261          Z 218\n\n\n\n\n\n\n                        Exhibit E:  Pension Matters\n\nFinal\n\nParagraph 1.       The Buyer's Plan.\n\n          a.     The Buyer agrees as promptly as is practicable after the\nClosing Date but in any event within 90 days thereafter to (i) establish a\nnew defined occupational pension plan or amend an existing plan (the\n\"Buyer's Plan\") to provide Employees with pension benefits that are at\nleast substantially comparable with the benefits that are provided to\nEmployees under the Seller's two applicable pension benefit plans as of the\nClosing Date (the \"Seller's Plans\"), (ii) provide for the participation of\nEmployees therein as of the Closing Date, and (iii) provide that in\napplying any length of service requirement for participation or vesting,\nand in determining an Employee's benefits under the Buyer's Plan, such\nEmployee shall be credited with prior service accruing from and after such\nEmployee's \"Service Reference Date\" as shown in the records of the Seller,\naccording to Seller's rules for service credit, and with such Employee's\neligible compensation under the Seller's Plan during that period.  The\nSeller shall provide the Buyer with true, correct and complete copies of\nall documents, amendments, instruments, employee communications and records\nrelated to Seller's Plans and required to establish and administer the\nBuyer's Plan with respect to each Employee's pension benefits, eligible\ncompensation and service prior to the Closing Date.\n\n          b.     The Buyer further agrees that the Buyer's Plan shall\ncontain an irrevocable provision prohibiting the Buyer or any Affiliate of\nor successor to the Buyer from receiving a reversion of all or any portion\nof the Transferred Pension Assets.  The Buyer's Plan shall also provide\nthat upon the termination of Buyer's Plan and after payment of all\nliabilities under Buyer's Plan, the plan trustee or its successor or\ntransferee shall transfer any remaining Transferred Pension Assets to a\nseparate trust established by the Buyer for the exclusive benefit of the\nEmployees provided that such trust shall not operate in a manner which\ndiscriminates in favor of any highly paid Employees.\n\nParagraph  2.     Calculation of Transferred Assets.\n\n          a.   Seller's Actuary is E.Wirz-Kaufmann.  Seller's Actuary shall\ndetermine the proposed funds to be transferred (herein \"Transferred Pension\nAssets\"), based on the assumptions used by the Seller's Actuary according\nto the 1995 annual review of Seller's Plans reported to and approved by the\nofficial supervisory board  (\"Amt fur berufliche Vorsorge\"), when\ncalculating the assets to cover the liability under Seller's Plans.\n\n\n          b.  The Seller will entitle Seller's \"Vorsorgefonds der IBM\nCorporation, Forschungslaboratorium Zurich\" to transfer the amount of\nSwiss Francs  1,271,699 which are part of the Seller's contribution reserve\nto the Buyer's Plan. The parties agree that this amount will be allocated\nto the individual pension plan accounts in the Buyer's Plan of the eleven\n(11) Employees who qualify for the Seller's Personalfursorgestiftung der\nIBM Corporation, Forschungslaboratorium Zurich according to the partition\namounts set forth in Attachment 1.\n\n          c.  The Parties agree that the six (6) Employees listed in\nAttachment 2 (the \"Six Employees\") remain with Seller's Plans for 180 days\nafter the Closing Date (the \"180 Day Period\"). The Seller has the\nobligation to, if necessary, amend or cause to be amended the rules and\nregulations of Seller's Plans in order to allow the Six Employees to remain\nwith Seller's Plans for the 180 Day Period. The Buyer is responsible for\nthe payment of normal compensation to the Six Employees after the Closing\nDate as long as they are employed with Buyer. The Buyer further agrees to\npay the normal pension fund premiums as long as such Employees are employed\nwith Buyer until the effective date of retirement. If at any time during\nthe 180 Day Period any of the Six Employees applies for early retirement,\nthe appropriate application shall be made in writing to the\n\"Personalvorsorgestiftung der IBM Corporation, Forschungslaboratorium\nZurich\". Such retiring Employees (the \"Retiring Employees\") will remain\nwith Seller's Plans. Seller shall, or shall cause any of Seller's Plans to\npay, or cause to be paid, the pension payments as set forth in the rules\nand regulations of Seller's Plans with respect to the Retiring Employees.\nIf certain of the Six Employees do not apply for early retirement within\n180 days after the Closing Date (the \"Non-Retiring Employees\"), they will\nbe transferred to the Buyer's Plan. The Seller will transfer or cause to be\ntransferred 180 days after the Closing Date to the Buyer's Plan the amount\nof Swiss Francs identified in Attachment 3 for each Non-Retiring Employee.\nThat amount will be part of the Seller's Plans and part of Seller's\ncontribution reserve. The parties agree that any such amount will be\nallocated for the exclusive benefit of the Non-Retiring Employees to the\nindividual pension plan accounts in the Buyer's Plan for the respective Non-\nRetiring Employee. Notwithstanding anything to the contrary, no pension\nfund amounts for the Six Employees will be transferred to the Buyer, other\nthan as set forth in this section c. and section g.\n\n          d.  The Seller will entitle the Seller's \"Vorsorgefonds der IBM\nCorporation, Forschungslaboratorium Zurich\" to transfer in addition to the\namount mentioned in section (b.) the amount of Swiss Francs 328,301, which\nis part of the Seller's contribution reserve to the Buyer's pension plan.\n\n          e.  Buyer and Seller agree that no other obligations between the\nparties will result as a consequence of the partial liquidation of the\nSeller's Plans and contribution reserves and will present and support this\nagreement to the official supervisory board.\n\n          f.   At the Closing a Board resolution of the \"Vorsorgefonds der\nIBM Corporation, Forschungslaboratorium, Zurich\" will be provided to the\nBuyer which states that the obligations mentioned in subparagraphs b,c and\nd of this Exhibit E will be implemented according to their terms.\n\n          g. The Seller agrees that, ultimately, the Seller will transfer\nto the Buyer's Plan the amounts required pursuant to this Exhibit E, if any\ncircumstance results in the Seller's Plans fund failing to transfer such\namounts, provided however that this payment from Seller be in compliance\nwith Swiss Law.\n\n\n\nParagraph  3.     Actions to Effect Pension Assets Transfer.     The Seller\nand the Buyer shall promptly, after the Closing Date, effect the transfer\nof the Transferred Pension Assets to the Buyer's Plan as contemplated by\nthis Exhibit E, and in compliance with applicable Swiss law.  The future\nSwiss Pension Transfer Agreement shall govern such matters.  Such transfer\nshall be in cash or, to the extent mutually agreed to by the Seller and the\nBuyer, in kind.\n\nParagraph 4.   Verification by the Buyer.  The Buyer shall have the right\nto appoint an independent actuary (the \"Buyer's Actuary\") for the purposes\nof verifying the free portability calculation of the Transferred Pension\nAssets, referenced in paragraph 2.a. herein, by the Seller's Actuary\n(excluding the amounts agreed upon by Buyer and Seller set forth in\nattachments 1 and 3 of this Exhibit E).  Such amount as certified by the\nSeller's Actuary shall be conclusive and binding on the Seller and the\nBuyer unless, within 60 days after the delivery of such certification by\nthe Seller's Actuary to the Buyer's Actuary (during which time such\nsupporting factual information as the Buyer's Actuary may reasonably\nrequest shall be provided by the Seller's Actuary), the Buyer's Actuary\nshall notify the Seller of its disagreement with such amount.  Subject to\nthe Swiss Pension Transfer Agreement and the procedures and terms and\nconditions therein, if it exists at that time, if any such disagreement is\nnot resolved to the satisfaction of the Seller and the Buyer within 30 days\nof the Seller's receipt of such notification (or within such longer period\nas the Seller and Buyer shall mutually agree), either the Seller or the\nBuyer may elect to have the calculation submitted for arbitration by a\nthird independent actuary mutually acceptable to the Seller and the Buyer,\nwho shall be entitled to the privileges and immunities of an arbitrator,\nand whose determination shall be conclusive, final and binding and have the\nforce and effect of an arbitrable award, provided, however, that none of\nthe Seller, the Buyer, the Seller's Plans or the Buyer's Plan shall be\nbound by any decision of such arbitrator that would cause such party to\nviolate law.  The arbitrator will apply the pension provisions set forth in\nthe Purchase Agreement and this Exhibit E for any matters in dispute\nhereunder.  The expenses of the Seller's Actuary shall be borne by the\nSeller, the expenses of the Buyer's Actuary shall be borne by the Buyer and\nthe expenses of any third actuary shall be borne equally by the Seller and\nthe Buyer.\n\n\nATTACHMENT 1 TO EXHIBIT E\n\n\n\nPartition amounts of Seller's Contribution Reserve\n\n\n     List of employees and a proportional amount of contribution to the\nPension Plan as of the close date.\n\n\n\nATTACHMENT 2 TO EXHIBIT E\n\n\n\n\n\nEmployees eligible for Early Retirement\n\n\nList of Employees  Names and related birthdays.\n\n\n\nAttachment 3 to Exhibit E\n\n\nPossible partition amount of Seller's Plan and contribution reserve.\n\n\nList of Employees and contributed reserves as of the close date.\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7886,7935],"corporate_contracts_industries":[9516,9508],"corporate_contracts_types":[9623,9622],"class_list":["post-43522","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-international-business-machines-corp","corporate_contracts_companies-jds-uniphase-corp","corporate_contracts_industries-telecommunications__equipment","corporate_contracts_industries-technology__hardware","corporate_contracts_types-planning__asset","corporate_contracts_types-planning"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/43522","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=43522"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=43522"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=43522"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=43522"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}