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PATENT LICENSE AGREEMENT between LUCENT TECHNOLOGIES GRL CORP. and WAVESPLITTER TECHNOLOGIES, INC. Relating to Various Products PATENT LICENSE AGREEMENT Effective as of EXECUTION, (“the Effective Date”) LUCENT TECHNOLOGIES GRL CORP.(“LUCENT GRL”), a Delaware corporation, having an office at Suite 105, 14645N.W. 77/th/ Avenue, Miami Lakes, Florida 33014, and WAVESPLITTER TECHNOLOGIES,INC. (“WS”), a California corporation, having an office at 46430 Fremont Blvd.,Fremont, California 94538, agree as follows: [FOOTNOTE *] ARTICLE I GRANTS OF LICENSES 1.01 Grant (a)(i) LUCENT GRL grants to WS under LUCENT GRL’s PATENTS personal,nonexclusive and non-transferable licenses for: (1) PLANAR LIGHTWAVE CHIPS; (2) CASCADED FUSED FIBER COUPLERS; and (3) MACH ZEHNDER INTERFEROMETERS. (ii) LUCENT GRL grants to WS under patents solely identified in Appendix A,personal, nonexclusive and non-transferable licenses for OTHER OPTICALDEVICES/SERVICES. (b) WS grants to LUCENT GRL under WS’ PATENTS personal, nonexclusive,royalty-free and non-transferable licenses for all products and services. 1.02 Duration and Extent All licenses granted herein under any patent shall, notwithstanding theexpiration of the LIMITED PERIOD, continue for the unexpired term of suchpatent, unless this Agreement or any licenses granted herein are terminatedpursuant to the provisions of Article III. 1.03 Scope (a) The licenses granted herein are licenses to (i) make, have made(subject to Section 1.03(d)), use, lease, sell, offer to sell and importLICENSED PRODUCTS; (ii) make, have made, use and import machines, tools, materials andother instrumentalities, insofar as such machines, tools, materials and otherinstrumentalities are involved in or incidental to the development, manufacture,testing or repair of LICENSED PRODUCTS which are or have been made, used,leased, owned, sold or imported by the grantee of such license; (iii) use anymethod or process relating to the manufacture, packaging, assembly and/ortesting of LICENSED PRODUCTS; and (iv) convey to any customer of the grantee,with respect to any LICENSED PRODUCT which is sold or leased by such grantee tosuch customer, rights to use and resell such LICENSED PRODUCT as sold or leasedby such grantee (whether or not as part of a larger combination); provided,however, that no rights may be conveyed to customers with respect to anyinvention which is directed to (1) a combination of such LICENSED PRODUCT (assold or leased) with any other product, (2) a method or process which is otherthan the inherent use of such LICENSED PRODUCT itself (as sold or leased), or(3) a method or process involving the use of a LICENSED PRODUCT to manufacture(including associated testing) any other product. (b)(i) Licenses granted herein to WS are not to be construed either(i) as consent by the grantor to any act which may be performed by the grantee,except to the extent impacted by a patent licensed herein to the grantee, or(ii) to include licenses to contributorily infringe or induce infringement underU.S. law or a foreign equivalent thereof. (b)(ii) During the term of this Agreement, each Party agrees foritself and its RELATED COMPANIES * under their patents (those licensedhereunder) * under their patents * for the activities which give rise to such *. (c)(i) The grant of each license hereunder includes the right togrant sublicenses within the scope of such license to a Party’s RELATEDCOMPANIES for so long as they remain its RELATED COMPANIES and only to theextent that such RELATED COMPANIES grant to the other Party licenses of similarscope and duration as provided in this Agreement. Any such sublicense grantedhereunder may be made effective retroactively, but not prior to the EffectiveDate hereof, nor prior to the sublicensee’s becoming a RELATED COMPANY of suchParty. The Parties agree that if either Party forms a holding company forpatents licensed herein, that Party shall cause such holding company to grantlicenses under such patents, of the scope and duration granted herein, to theother Party. (ii) The grant of each license hereunder also includes the right ofa Party to sublicense (within the scope of its own licenses) any business whichis divested by that Party or any of its RELATED COMPANIES provided that thesublicense is granted within sixty (60) days of divestiture and the divestedbusiness is itself a legal entity at the time of divestiture or within sixty(60) days thereafter. Such sublicense may continue for so long as the divestedbusiness remains a legal entity and shall extend only to the LICENSED PRODUCTSsold or furnished by the divested business prior to the divestiture and only forthe patents of the non-divesting party licensed to the divesting party in thisAgreement. Furthermore, any sublicense shall not extend to the products sold orservices furnished by a third party which acquires the divested business, evenif they are of the same kind or similar to those of the divested business andeven if made, sold or provided by the divested business. Any payment obligationsof a divesting party under this Agreement shall continue in effect for allLICENSED PRODUCTS, including the LICENSED PRODUCTS of the divested business. Thedivested business shall be jointly and severally liable with the divesting partyfor royalties payable on account of the LICENSED PRODUCTS of the divestedbusiness. (d) The right to have product made for WS or any of its RELATED COMPANIESpursuant to this Agreement is limited to products owned or designed by, orotherwise within the product offerings of, WS or any of its RELATED COMPANIES.Such have made rights shall not include the right to have “off the shelf”products made for the Parties. The have made rights shall not be exercised by aParty in a manner such that the exercise of those rights is a sham to sublicensethe other Party’s patents to a third party and not for bona fide businesspurposes of the exercising Party. 1.04 Ability to Provide Licenses (a) Each Party represents it has received the rights to grant the licensesand rights herein granted to the other. (b) A Party’s failure to meet any obligation hereunder, due to theassignment of title to any invention or patent, or the granting of any licenses,to the United States Government or any agency or designee thereof pursuant to astatute or regulation of, or contract with, such Government or agency, shall notconstitute a breach of this Agreement. (c) All licenses granted herein under either Party’s patents or patentapplications shall be binding on any subsequent assignee or licensee of anysuch patents or patent applications of such Party to the extent there are anysubsequent assignees or licensees. 1.05 Joint Inventions (a) There are countries (not including the United States) which require theexpress consent of all inventors or their assignees to the grant of licenses orrights under patents issued in such countries for joint inventions. (b) Each Party shall give such consent, or shall obtain such consent fromits RELATED COMPANIES, its employees or employees of any of its RELATEDCOMPANIES, as required to make full and effective any such licenses and rightsrespecting any joint invention granted to the grantee hereunder by such Partyand by another licensor of such grantee. (c) Each Party shall take steps which are reasonable under thecircumstances to obtain from third parties whatever other consents are necessaryto make full and effective such licenses and rights respecting any jointinvention purported to be granted by it hereunder. If, in spite of suchreasonable steps, such Party is unable to obtain the requisite consents fromsuch third parties, the resulting inability of such Party to make full andeffective its purported grant of such licenses and rights shall not beconsidered to be a breach of this Agreement. 1.06 Publicity and Confidentiality (a) Nothing in this Agreement shall be construed as conferring upon eitherParty or its RELATED COMPANIES any right to include in advertising, packaging orother commercial activities related to a LICENSED PRODUCT, any reference to theother Party (or any of its RELATED COMPANIES), its trade names, trademarks orservice marks in a manner which would be likely to cause confusion or toindicate that such LICENSED PRODUCT is in any way certified by the other Partyhereto or its RELATED COMPANIES. (b) The terms, but not the existence, of this Agreement shall be treated asconfidential information by the Parties, and neither Party shall disclose suchterms to any third party (other than such Party’s accountants, attorneys, otherprofessional advisors and potential purchasers of a Party provided that all suchthird parties are bound to keep this Agreement confidential) without the priorwritten consent of the other Party; provided however, that (i) each Party mayrepresent to third parties that such Party is licensed for the products andpatents as provided by this Agreement; and (ii) if required by law or if suchdisclosure is in response to an order of a court or an order or regulation ofanother governmental body provided, however, that either Party prior to suchdisclosure pursuant to such law, order or regulation shall first have promptlyinformed the other Party of such law, order or regulation and made reasonableefforts to obtain a protective order and/or appropriate confidentialityprovisions requiring that such information to be disclosed be used only for thepurpose for which such law, order or regulation was issued. All efforts shallalso be made to redact Articles I, II The Definitions Section, and Stock WarrantAppendices or request that such governmental body (such as SEC) make availableto the public only a redacted copy of this Agreement. ARTICLE II ROYALTY AND PAYMENTS 2.01 Royalty Calculation (a) In payment for the licenses, rights, and releases granted hereunder toWS and its RELATED COMPANIES by LUCENT GRL, WS shall pay a license fee payablein warrants in the form of a grant to Lucent-GRL of five hundred thousand(500,000) shares of WS’ Series F Preferred Stock at a price of one United Statescent (US $0.01) per share. Such warrants shall be in the form attached heretoas Appendix B. The warrants are granted to Lucent-GRL as of EXECUTION, alsoreferred to hereinafter as the “Grant Date”, which shall not be later thanSeptember 30, 2000. Such warrants may be exercised at any time. (b) In addition to any consideration provided in Section 2.01(a) above, inthe event WS’ including any of its RELATED COMPANIES’ total combined grosscumulative revenue (FAIR MARKET VALUE) attributable to the of the sale or use ofCASCADED FUSED FIBER COUPLERS and/or MACH ZEHNDER INTERFEROMETERS, exceeds *(hereinafter referred to as the “Royalty Accrual Level”), then royalty shallaccrue and be payable to LUCENT GRL, at the applicable rate of * on eachCASCADED FUSED FIBER COUPLER and/or MACH ZEHNDER INTERFEROMETER which is sold,leased or put into use by WS, or any of its RELATED COMPANIES after attainmentof such Royalty Accrual Level. Such royalty rate shall be applied, except asotherwise provided in this Article II, to the FAIR MARKET VALUE of such CASCADEDFUSED FIBER COUPLERS and/or MACH ZEHNDER INTERFEROMETERS. For purposes of thisSection 2.01(b) the total combined gross cumulative revenue shall includerevenues made prior to the Effective Date of this Agreement. (c) In addition to any consideration provided in Section 2.01(a) above, inthe event WS’ including any of its RELATED COMPANIES’ total combined grosscumulative revenue (FAIR MARKET VALUE), attributable to the sale or use ofPLANAR LIGHTWAVE CHIPS and/or OTHER OPTICAL DEVICES/SERVICES, exceeds *(hereinafter referred to as the “Royalty Accrual Level”), then royalty shallaccrue and be payable to LUCENT GRL, at the applicable rate of * on each PLANARLIGHTWAVE CHIP and/or OTHER OPTICAL DEVICES/SERVICES which is sold, leased orput into use by WS, or any of its RELATED COMPANIES after attainment of suchRoyalty Accrual Level. Such royalty rate shall be applied, except as otherwiseprovided in this Article II, to the FAIR MARKET VALUE of such PLANAR LIGHTWAVECHIPS. For purposes of this Section 2.01(c) the total combined gross cumulative revenue shallinclude revenues made prior to the Effective Date of this Agreement. 2.02 Accrual (a) Upon reaching Royalty Accrual Level in either Sections 2.01(b) and/or(c), royalty shall accrue on any applicable LICENSED PRODUCT that has exceededthe respective Royalty Accrual Level, upon the first sale, lease or putting intouse of such LICENSED PRODUCT and shall become payable in accordance with theprovisions of Section 2.05. (Rebuilding or enlarging any product shall bedeemed to be a first putting into use of such product). Obligations to payaccrued royalties shall survive termination of licenses and rights pursuant toArticle III. (b) When a company ceases to be a RELATED COMPANY of WS, royalties whichhave accrued with respect to any products of such company, but which have notbeen paid, shall become payable with WS’ next scheduled royalty payment. (c) Notwithstanding any other provisions hereunder, royalty shall accrueand be payable only to the extent that enforcement of WS’ obligation to pay suchroyalty would not be prohibited by applicable law. (d) Royalties shall not accrue and sales revenue shall not be applied tothe Royalty Accrual Level, with respect to sales of LICENSED PRODUCTS made toLUCENT GRL or any of its RELATED COMPANIES, or to any divested business that issublicensed by LUCENT GRL pursuant to Section 1.03(c)(ii) for so long as suchdivested business remains sublicensed by LUCENT GRL. 2.03 Exclusions (a) A LICENSED PRODUCT may be treated by WS as not licensed and not subjectto royalty or applied to the Royalty Accrual Level with respect to sales of suchLICENSED PRODUCT if the purchaser is licensed under the same one or more patentsto have said LICENSED PRODUCT made and/or imported, and the purchaser advisesWS, in writing at or prior to the time of such sale, that it is exercising itsown license under such one or more patents with respect to such manufactureand/or importation. WS shall provide LUCENT GRL with a copy of any such writingbefore treating any LICENSED PRODUCT as excluded, pursuant to this Section 2.03. (b) If WS sends a prospective customer a LICENSED PRODUCT for trialpurposes (i.e., so the customer can test the LICENSED PRODUCT prior topurchasing it from WS) only, then such LICENSED PRODUCT shall not be subject toroyalty or applied to the Royalty Accrual Level with respect to the provisionsof Section 2.01, unless such customer purchases such LICENSED PRODUCT at whichtime royalty shall accrue pursuant to Sections 2.01(b) and/or (c) and 2.02. WSaffirms that it will not attempt to defeat paying royalties as a sham to thisAgreement by falsely claiming that LICENSED PRODUCTS were furnished for trialpurposes under this Section 2.03(b). (c) Upon reaching Royalty Accrual Level, any LICENSED PRODUCTS used solelyby WS or its RELATED COMPANIES for internal purposes limited to research,development and testing of LICENSED PRODUCTS are not subject to royalty for solong as they remain internal to WS and are only used for such limited purposes. (d) A LICENSED PRODUCT may be treated by WS as not licensed and not subjectto royalty to the extent that it was sold to, and the returned by, a customerfor a credit or replacement. 2.04 Records and Adjustments (a) WS shall keep full, clear and accurate records with respect to allLICENSED PRODUCTS and shall furnish any information which LUCENT GRL mayreasonably prescribe from time to time to enable LUCENT GRL to ascertain theproper royalty due hereunder on account of products sold, leased and put intouse by WS or any of its RELATED COMPANIES. Such records should include allrecords showing revenues attributable to the sale, lease or furnishing of anyLICENSED PRODUCTS prior to reaching the Royalty Accrual Level. WS shall retainsuch records with respect to each LICENSED PRODUCT for at least seven (7) yearsfrom the sale, lease or putting into use of such LICENSED PRODUCT. LUCENT GRLshall have the right through its accredited auditors and at its own expense, tomake an examination, during normal business hours and upon reasonable notice andno more than once in any twelve (12) month period, of all records and accountsbearing upon the amount of royalty payable to it hereunder. Adjustment shall bemade within sixty (60) days to compensate for any errors or omissions disclosedby such examination. (b) Independent of any such examination, LUCENT GRL will credit to WS theamount of any overpayment of royalties made in error which is identified andfully explained in a written notice to LUCENT GRL delivered within twelve (12)months after the due date of the payment which included such allegedoverpayment, provided that LUCENT GRL is able to verify, to its own reasonablesatisfaction, the existence and extent of the overpayment. (c) No refund, credit or other adjustment of royalty payments shall be madeby LUCENT GRL except as provided in this Section 2.04. Rights conferred by thisSection 2.04 shall not be affected by any statement appearing on any check orother document, except to the extent that any such right is expressly waived orsurrendered by a Party having such right and signing such statement. 2.05 Reports and Payments (a) Within sixty (60) days after the end of each semiannual periodending on June 30th or December 31st, commencing with the semiannual periodduring which this Agreement becomes effective, WS shall furnish to LUCENT GRL atthe address specified in Section 4.03 a statement certified by a responsibleofficial of WS showing in a manner acceptable to LUCENT GRL: (i) all LICENSED PRODUCTS which were sold, leased or put into use during such semiannual period; (ii) a running total of cumulative gross revenue attributable to the furnishing of LICENSED PRODUCTS to customers; (iii) upon exceeding the Royalty Accrual Level in either Section 2.01(b) or 2.01(c) or both, FAIR MARKET VALUES of any such LICENSED PRODUCTS; (iii) upon exceeding the Royalty Accrual Level in either Section 2.01(b) or 2.01(c) or both, the amount of royalty (see Section 2.01(b) and (c)) payable thereon; and (iv) all exclusions from royalty pursuant to Section 2.03 including an explanation of the type of exclusion; and (v) the net amount payable after such exclusion. If no REPORTABLE PRODUCT has been so sold, leased or put into use, the statementshall show that fact. (b) In the event WS has exceeded the Royalty Accrual Level in SectionsSection 2.01(b) and/or (c), then within such sixty (60) days WS shall pay inUnited States dollars to LUCENT GRL at the address specified in Section 4.03 theroyalties payable in accordance with such statement. Any conversion to UnitedStates dollars shall be at the prevailing rate for bank cable transfers asquoted for the last day of such semiannual period by leading United States banksin New York City dealing in the foreign exchange market. (c) Overdue payments hereunder shall be subject to a late payment chargecalculated at an annual rate of three percentage points (3%) over the prime rateor successive prime rates (as posted in New York City) during delinquency. Ifthe amount of such charge exceeds the maximum permitted by law, such chargeshall be reduced to such maximum. (d) All records, reports and auditor’s findings contemplated in Sections2.04 and 2.05 will be deemed confidential information of WS and will be treatedas confidential by LUCENT GRL to the same extent the terms of this agreement aretreated confidential pursuant to Section 1.06(b) or as necessary to enforce anyrights hereunder. ARTICLE III TERMINATION 3.01 Breach In the event of a breach of this Agreement by either Party, the other Party may,in addition to any other remedies that it may have, at any time terminate alllicenses and rights granted by it hereunder by not less than two (2) months’written notice specifying such breach, unless within the period of such noticeall breaches specified therein shall have been remedied. 3.02 Voluntary Termination By written notice to the other Party, either Party may voluntarily terminate allor a specified portion of the licenses and rights granted to it hereunder. Suchnotice shall specify the effective date (not less than sixty (60) days from thegiving of said notice) of such termination and shall clearly specify anyaffected patent, invention or product. 3.03 Survival (a) If a company ceases to be a RELATED COMPANY of a Party, licenses andrights granted hereunder with respect to patents of such company on inventionsmade prior to the date of such cessation, shall not be affected by suchcessation. (b) Any termination of licenses and rights of a Party under the provisionsof this Article III shall not affect such Party’s licenses, rights andobligations with respect to any LICENSED PRODUCT made prior to such termination,and shall not affect the other Party’s licenses and rights (and obligationsrelated thereto) hereunder. ARTICLE IV MISCELLANEOUS PROVISIONS 4.01 Disclaimer Other than in Section 1.04, neither Party nor any of its RELATED COMPANIES makesany representations, extends any warranties of any kind, assumes anyresponsibility or obligations whatever, or confers any right by implication,estoppel or otherwise, other than the licenses, rights and warranties hereinexpressly granted. 4.02 Nonassignability (a) The Parties hereto have entered into this Agreement in contemplation ofpersonal performance, each by the other, and intend that, except as provided inSection 1.03(c)(ii), the licenses and rights granted hereunder to a Party not beextended to entities other than such Party’s RELATED COMPANIES without the otherParty’s express written consent. All of LUCENT GRL’s rights, title and interestin this Agreement and any licenses and rights granted to it hereunder may beassigned to any RELATED COMPANY or divested business * but neither thisAgreement nor any licenses or rights hereunder shall be otherwise assignable ortransferable (in insolvency proceedings, by reason of a corporate merger, orotherwise) by either Party without the express written consent of the otherParty. 4.03 Addresses (a) Any notice or other communication hereunder shall be sufficientlygiven to WS when sent by certified mail addressed to General Counsel at the WSoffice specified above, or to LUCENT GRL when sent by certified mail addressedto Contract Administrator, Intellectual Property Organization, LucentTechnologies GRL Corporation, Suite 105, 14645 N.W. 77th Avenue, Miami Lakes,Florida 33014, United States of America. Changes in such addresses may bespecified by written notice. (b) Payments by WS shall be made to LUCENT GRL at Lucent Technologies-GRLCorp., Chase Manhattan Bank, N.A., General Post Office, P.O. Box 6219, New York,NY, 10087-6219, United States of America. Alternatively, payments to LUCENT GRLmay be made by bank wire transfers to LUCENT GRL’s account: Lucent Technologies GRL Corporation. Account No. 323857752.Swift Code: CHASUS33. ABA Code: 021000021, at Chase Manhattan Bank, N.A., NewYork, New York 10087-6219, United States of America. Changes in such address oraccount may be specified by written notice. 4.04 Taxes WS shall pay any tax, duty, levy, customs fee, or similar charge (“taxes”),including interest and penalties thereon, however designated, imposed as aresult of the operation or existence of this Agreement, including taxes which WSis required to withhold or deduct from payments to LUCENT GRL, except (i) netincome taxes imposed upon LUCENT GRL by any governmental entity within theUnited States (the fifty (50) states and the District of Columbia), and (ii) netincome taxes imposed upon LUCENT GRL by jurisdictions outside the United Stateswhich are allowable as a credit against the United States Federal income tax ofLUCENT GRL or any of its RELATED COMPANIES. In order for the exception in (ii)to be effective, WS must furnish to LUCENT GRL evidence sufficient to satisfythe United States taxing authorities that such taxes have been paid. Suchevidence must be furnished to LUCENT GRL within thirty (30) days of issuance bythe local taxing authority. 4.05 Choice of Law The Parties are familiar with the principles of New York commercial law, andagree that the law of New York shall apply in any dispute arising with respectto this Agreement, exclusive of conflicts of law provisions. 4.06 Integration This Agreement sets forth the entire agreement and understanding between theParties as to the subject matter hereof and merges all prior discussions betweenthem. Neither of the Parties shall be bound by any modifications, warranties,understandings or representations with respect to such subject matter other thanas expressly provided herein or in a writing signed with or subsequent toexecution hereof by an authorized representative of the Party to be boundthereby. If any term or provision of this Agreement is held invalid orunenforceable to any extent, the remainder of this Agreement will not beaffected and all other terms and provisions will be valid to the fullest extentpermitted by law. 4.07 Dispute Resolution (a) If a dispute arises out of or relates to this Agreement, or thebreach, termination or validity thereof, the Parties agree to submit the disputeto a sole mediator selected by the Parties or, at any time at the option of a Party, to mediation by the American Arbitration Association (“AAA”). If not thus resolved,it shall be referred to a sole arbitrator selected by the Parties within thirty(30) days of the mediation, or in the absence of such selection, to AAAarbitration which shall be governed by the United States Arbitration Act. (b) Any award made (i) shall be a bare award limited to a holding for oragainst a Party and affording such remedy as is deemed equitable, just andwithin the scope of this Agreement; (ii) shall be without findings as to issues(including but not limited to patent validity and/or infringement) or astatement of the reasoning on which the award rests; (iii) may in appropriatecircumstances (other than patent disputes) include injunctive relief; (iv) shallbe made within four (4) months of the appointment of the arbitrator; and (v) maybe entered in any court. (c) The requirement for mediation and arbitration shall not be deemed awaiver of any right of termination under this Agreement and the arbitrator isnot empowered to act or make any award other than based solely on the rights andobligations of the Parties prior to any such termination. (d) The arbitrator shall be knowledgeable in the legal and technicalaspects of this Agreement and shall determine issues of arbitrability but maynot limit, expand or otherwise modify the terms of this Agreement. (e) The place of mediation and arbitration shall be New York City. (f) Each Party shall bear its own expenses but those related to thecompensation and expenses of the mediator and arbitrator shall be borne equally. (g) A request by a Party to a court for interim measures shall not bedeemed a waiver of the obligation to mediate and arbitrate. (h) The arbitrator shall not have authority to award punitive or otherdamages in excess of compensatory damages and each Party irrevocably waives anyclaim thereto. (i) The Parties, their representatives, other participants and themediator and arbitrator shall hold the existence, content and result ofmediation and arbitration in confidence. 4.08 Releases (a) In consideration of granting a warrant to purchase stock in accordancewith Section 2.01(a) and other good and valuable consideration paid by WS toLUCENT GRL, and subject to the receipt thereof, LUCENT GRL for itself and forits present RELATED COMPANIES, hereby releases, to the extent of its right to do so, WS and its present RELATED COMPANIES under any cause of actionor claim for patent infringement arising prior to the Effective Date of thisAgreement to which the rights and licenses expressly granted under thisAgreement to WS and its present RELATED COMPANIES would be a complete defensehad this Agreement been in effect at the time such cause of action or claimarose. (b) The release in Sections 4.08(a) above, shall not operate to releaseany customer of WS or customer of any of its RELATED COMPANIES who is a party toany lawsuit involving allegations of patent infringement, patent invalidity orpatent unenforceability in which either LUCENT GRL or any of its RELATEDCOMPANIES is an adverse party as of two weeks prior to the Effective Date ofthis Agreement. (c) WS for itself, and its present RELATED COMPANIES, hereby releases, tothe extent of its right to do so, LUCENT GRL and its present RELATED COMPANIESunder any cause of action or claim for patent infringement arising prior to theEffective Date of this Agreement to which the rights and licenses expresslygranted under this Agreement to LUCENT GRL and their present RELATED COMPANIESwould be a complete defense had this Agreement been in effect at the time suchcause of action or claim arose. (d) Subject to the extent provided in this Section 4.08, each Partyrepresents that it has not assigned or conveyed any right, claim or cause ofaction that it purports to release hereunder. IN WITNESS WHEREOF, each of the Parties has caused this Agreement to be executedin duplicate originals by its duly authorized representatives on the respectivedates entered below. LUCENT TECHNOLOGIES GRL CORPORATION By: /s/ Daniel P. McCurdy Daniel P. McCurdy Chairman of the Board Date: September 21, 2000 WAVESPLITTER TECHNOLOGIES, INC. By: /s/ William H. Diamond, Jr. Title: William H. Diamond, Jr. Date: September 21, 2000 THIS AGREEMENT DOES NOT BIND OR OBLIGATE EITHER PARTY IN ANY MANNER UNLESS DULY EXECUTED BY AUTHORIZED REPRESENTATIVES OF BOTH PARTIES. DEFINITIONS APPENDIX GENERAL DEFINITIONS: CASCADED FUSED FIBER COUPLER means any product comprising two or more FUSEDFIBER COUPLERS used in combination in a cascade to effectuate splitting orcombining of multiple optical inputs which may or may not be of differentoptical wavelengths. EXECUTION means the date the last Party signs this Contract. FAIR MARKET VALUE means, with respect to any LICENSED PRODUCT offered for sale,sold, leased or put into use, the greater of (i) the selling price which aseller would realize from an unaffiliated buyer in an arm’s length sale of anidentical item in the same quantity and at the same time and place as such sale,lease or putting into use; or (ii) the selling price actually obtained for suchLICENSED PRODUCT in the form in which it is sold, whether or not assembled (andwithout excluding therefrom any components or subassemblies thereof which areincluded in such selling price). In determining “selling price” the following shall be excluded: (a) usual trade discounts actually allowed to unaffiliated persons or entities; (b) packing costs; (c) costs of insurance and transportation; and (d) import, export, excise, sales and value added taxes, and customs duties. FUSED FIBER COUPLER means any optical device formed of at least two or morefibers, fused laterally together such that light from one is coupled into theother and visa-versa. LICENSED PRODUCT means, as to any grantee, any product (including any specifiedcombination of other products) listed for such grantee in Section 1.01. LIMITED PERIOD means the period commencing on the effective date of thisAgreement and having a duration of *. LUCENT GRL’s PATENTS means every patent (including utility models but excludingdesign patents and design registrations) issued in any country of the worldowned and controlled by LUCENT GRL or its RELATED COMPANIES prior to EXECUTIONin any country of the world, with respect to which and to the extent that LUCENTGRL or its RELATED COMPANIES has a right, as of EXECUTION, to grant the licensesgranted herein. MACH ZEHNDER INTERFEROMETER means any interferometric device that makes use ofat least two interfering paths of different light wavelengths to resolvewavelength differences. MACH ZEHNDER INTERFEROMETERS include *. OTHER OPTICAL DEVICES/SERVICES means any or all products and services of whichare furnished by WS or any of its RELATED COMPANIES (subject to, the provisionsof Section 1.03(d)) other than those LICENSED PRODUCTS listed in Section1.01(a)(i), which are either: (i) identified in Appendix C as of the EffectiveDate; (ii) identified as a new product in a statement made pursuant to Section2.05(a), provided that such newly identified product’s first sale, lease orputting into use occurred during the same semiannual period of such statement;or (iii) added to Appendix C upon mutual written agreement of both Parties. Anyproducts listed in Appendix C (whether vis-a-vis (i), (ii) or (iii)), may beeliminated from Appendix C by WS in accordance with the provisions of Section3.02 above. PLANAR LIGHTWAVE CHIP (PLC) means any device comprised of a substrate supportingone or more optical waveguides * configured as an integrated passive opticaldevice such as those obtained by * A PLANAR LIGHTWAVE CHIP is also meant toinclude a device which may incorporate one or more discrete optoelectroniccomponents on such PLANAR LIGHTWAVE CHIP but it does not extend to any*. WS’ PATENTS means every patent owned and controlled by WS or its RELATEDCOMPANIES (including utility models but excluding design patents and designregistrations) issued prior to the end of the LIMITED PERIOD in any country ofthe world with respect to which and to the extent that WS or its RELATEDCOMPANIES has a right to grant the licenses granted herein. RELATED COMPANIES of LUCENT-GRL, are its SUBSIDIARIES, Lucent Technologies Inc.(“LUCENT”), the parent of LUCENT-GRL, and wholly-owned SUBSIDIARIES of LUCENT,other than LUCENT-GRL and any other company so designated in writing signed byLUCENT GRL and WS. RELATED COMPANIES of WS are any of its wholly owned SUBSIDIARIES. SUBSIDIARY of a company means a corporation or other legal entity (i) the majority of whose shares or other securities entitled to vote for election ofdirectors (or other managing authority) is now or hereafter controlled by suchcompany either directly or indirectly; or (ii) which does not have outstandingshares or securities but the majority of whose ownership interest representingthe right to manage such corporation or other legal entity is now or hereafterowned and controlled by such company either directly or indirectly; but any suchcorporation or other legal entity shall be deemed to be a SUBSIDIARY of suchcompany only as long as such control or ownership. * Confidential treatment has been requested for portions of this exhibit. Thecopy filed herewith omits the information subject to the confidentialityrequest. Omissions are designated as *. A complete version of this exhibithas been filed separately with the Securities and Exchange Commission. FN*Any term in capital letters which is defined in the Definitions Appendixshall have the meaning specified therein.

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