Preview | Non-Exclusive OEM Agreement [Amendment No. 1] |

This Amendment No. 1 (Amendment No. 1) to the Non-Exclusive OEM Agreement dated May 1, 2001 (OEM Agreement) between Oasys Telecom, Inc., a California corporation with offices at 7060 Koll Center Parkway, Pleasanton, CA 94566 (Oasys), and Larscom Incorporated, a Delaware corporation with offices at 1845 McCandless Drive, Milpitas, CA 95035 (Larscom) is made and entered into this 7th day of September, 2001 (the Amendment No. 1 Effective Date).

1. Notwithstanding anything to the contrary in the OEM Agreement, excluding Section 2.1.2 of the OEM Agreement which will remain in full force and effect with respect to all parts and inventory relating to the Order (as defined below), Oasys acknowledges and agrees that all parts and inventory (both finished-goods and pre-finished-goods) formerly or currently on Oasyss premises and subsequently to arrive there which will be sold and delivered to Larscom pursuant to Larscoms prepaid purchase order (Larscoms purchase order No. 78441) dated July 5, 2001 (the Order), and all Intellectual Property Rights and other proprietary rights therein, are the exclusive property of Larscom. The original Order as well as the updated status thereof as of the Amendment No. 1 Effective Date are attached hereto as Attachment B. To reflect and evidence Larscoms ownership and the absence of any Oasys ownership right in such parts and inventory, Oasys agrees to and, at all times during the term hereof, promptly will move all such parts and inventory then on its premises into a clearly marked area within Oasys facility in which no inventory is kept other than the Larscom inventory. Oasys will not change or remove the marking which defines the area, put any non-Larscom inventory into the area or remove any inventory from the area without Larscoms prior written consent; except that, without such consent, some or all of such parts and inventory (clearly documented and identified as Larscom property) may be delivered to third-party facilities for assembly and, within Oasys facility, such parts and inventory may (clearly marked physically as Larscom property and otherwise clearly documented as Larscom property) be moved to other areas for further assembly and testing. In addition, Oasys may and timely shall deliver the finished inventory to Larscom in accordance with the Order and Section 4.2 of the OEM Agreement. From time to time, upon reasonable notice to Oasys, Larscom shall have the right to inspect Oasys premises to determine Oasys compliance with this Paragraph. Oasys hereby agrees to perform any reasonable acts necessary to perfect and enforce Larscoms rights specified in this Paragraph.

2. Exhibit A and Exhibit C of the OEM Agreement are hereby replaced and superseded by the Oasys Transfer Price Discount Schedule attached as Attachment A to this Amendment No. 1. All references to Exhibit A in the OEM Agreement shall refer to the products and prices listed in the Oasys Transfer Price Discount Schedule. All reference to Exhibit C and discounts in the OEM Agreement shall refer to the discounts specified in the Oasys Transfer Price Discount Schedule. However, the Oasys Transfer Price Discount Schedule attached hereto and the discounts specified therein shall only apply to all Larscom purchase orders placed after the Amendment No. 1 Effective Date and shall expressly exclude the Order and all updates thereof, whenever placed by Larscom. The existing Exhibits A and C shall continue to apply to the Order and all updates thereof.

Manufacturing License. Within thirty (30) days after the Amendment No. 1 Effective Date, Oasys shall establish an escrow account with DSI Technology Escrow, Inc. (Escrow Account) and deposit in the Escrow Account copies of all documentation (as updated from time to time) necessary for the development, commercialization, manufacture, sale and support of Oasys Products and other products which have become covered under this Agreement, such as, but not limited to, all Technical Information, engineering and manufacturing schematics, plans, designs, protocols, tools, bills of materials, supplier lists, trade secrets, know-how, manuals, Customer Documentation, and Software source code documentation (the Escrow Material). Oasys will update the Escrow Material in the Escrow Account upon the release of any major design changes to an Oasys Product and at least every 6 months. In addition, Oasys shall deposit in the Escrow Account all materials (similar in nature to the Escrow Material) relevant to Version 3.0 of the Oasys Products within thirty (30) days after Oasys general commercial release of such products. The expense for the Escrow Account will be shared equally by Oasys and Larscom. Upon a Default Event, the escrow agent shall deliver the Escrow Material to Larscom; the escrow instructions shall so provide. The Escrow Material is subject to Section 2.1.2, is deemed Confidential Information as governed by Section 14.8 and will only be used by Larscom for the purpose of developing, commercializing, manufacturing, selling and supporting the Oasys Products and other products which have become covered under this Agreement under the terms and conditions of this Agreement, as amended by Amendment No. 1, for the sole purpose of continuing the benefits afforded to Larscom by this Agreement, as amended by Amendment No. 1. Except for Customer Documentation and except as required by law and testing agencies, Larscom shall not communicate to third parties any Escrow Material released from the escrow account except to Larscoms employees and contractors, if applicable, without Oasys prior written consent.

Subject to the terms of this Section 11.5, Oasys hereby grants to Larscom a currently effective, non-exclusive, perpetual, worldwide, royalty-free license to use, manufacture, have manufactured, sell and sublicense, have sold, distribute, import, reproduce, modify and use the Escrow Material, the Technical Information, the Customer Documentation and the Software, including all appertaining Intellectual Property Rights, for the development, commercialization, manufacture, sale and support of the Oasys Products as Larscom Equipment under the terms and conditions of this Agreement, as amended by Amendment No. 1, for the sole purpose of continuing the benefits afforded to Larscom by this Agreement, as amended by Amendment No. 1. Larscom covenants not to utilize the Escrow Material in the exercise of the above license until such material is released from the Escrow Account upon the occurrence of a Default Event. A Default Event means any of the following events: (i) Oasys liquidates its business, dissolves, ceases business operations, makes an assignment for the benefit of creditors, becomes the subject of any voluntary bankruptcy proceeding, or becomes the subject of any involuntary bankruptcy petition which is not dismissed within 30 days; (ii) one or more of the specific Oasys Products (as listed on the Oasys Transfer Price Discount Schedule) has been discontinued (in which case only the materials with respect to the discontinued item(s) shall be released); (iii) termination by Larscom of the OEM Agreement for Oasys uncured material breach under Section 13.3; (iv) Oasys defaults in the repayment of any principal of, or the payment of any interest on, any other indebtedness of (or guaranteed by) Oasys in an aggregate amount which exceed Fifty Thousand Dollars ($50,000), or Oasys breaches, violates or fails to comply with any term or provision of any evidence of such indebtedness or of any agreement or instrument relating thereto if the effect of such breach, violation or non-compliance is to permit the acceleration of any such indebtedness and (v) failure of Oasys to make payment of accrued and unpaid interest when due as set forth in the Convertible Promissory Note or the breach of any other condition or obligation under the Convertible Promissory Note.