PART I - FINANCIAL INFORMATION

EX-10.56 4 f97059orexv10w56.txt EXHIBIT 10.56 EXHIBIT 10.56 [IBM LOGO] 5600 Cottle Road San Jose, CA 95193 0001 May 5, 2003 Brocade Communications Systems, Inc. 1745 Technology Drive San Jose, CA 95110 Attention: Mr. Michael Harrison Subject: Amendment 11 to SOW#1 of the IBM/Brocade Goods Agreement ROC-P-68 Dear Michael: This letter (the "Amendment") serves as Amendment Number 11 to SOW#1, including all amendments thereto ("SOW#1") of the Goods Agreement ROC-P-68, including all amendments thereto (the "Goods Agreement") which the parties hereto do mutually agree to amend as follows: 1. Delete pricing table in its entirety in Section 2.1, "Pricing" and replace with the following:

- ------------------ * Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. Amendment #11 to SOW #1 of IBM/Brocade Agreement ROC-P-68 MAY 5, 2003 CONFIDENTIAL INFORMATION 2 [*] [*] Secure Fabric OS [*] (SW3200) [*] [*] Secure Fabric OS [*] (SW3800) [*] [*] 1Gb Secure Fabric OS [*] [*] [*] Secure Fabric OS [*] (SW3900) [*] [*] Secure Fabric OS [*] (SW12000) Note 1: Supplier will provide to Buyer [*] each purchase of part number [*]. Note 2: In addition [*] Supplier will provide [*] to Buyer if Buyer [*] as provided below [*]. [*] [*] [*] Performance Bundle [*] (Trunking and Performance Monitoring) [*] [*] Performance Bundle [*] (Trunking and Performance Monitoring) [*] [*] 32 Port Fibre Channel [*] Core Switch (SW12000) Includes 2 Stiletto Note 1: If Buyer purchases a Port Blades, 2 CP [*] Supplier will [*] of those Blades, 4 Power units purchased [*]. Supplies, 3 Blowers, 6 Note 2: If Buyer purchases a [*] Port Blade Filler Supplier will [*] purchased [*] Panels, 1 Cable Management Pillar, Fabric OS, Advanced Web Tools, Advanced Zoning, Fabric Watch, Performance Monitoring, Trunking. [*] [*] Rack Mounting Kit [*] 14U, FRU [*] [*] Switch Blade 16 port, [*] 2GB [*] [*] Switch Blade 16 port, [*] 2Gb, FRU [*] [*] Chassis Door, Includes [*] Plastic and Metal door Components and IBM Front Badge [*] [*] Control Processor Blade [*]

- -------------------- * Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. Amendment #11 to SOW #1 of IBM/Brocade Agreement ROC-P-68 MAY 5, 2003 CONFIDENTIAL INFORMATION 3 [*] [*] Stiletto Port Blade [*] Slot Filler Panel, SW12000, FRU [*] [*] Power Supply , [*] 180-264VAC, 1000W, FRU [*] [*] Blower Assembly, FRU [*] [*] [*] Cable Management [*] Pillar, FRU [*] [*] WWN Card [*] [*] [*] Power Plug, Switch and [*] Distribution Panel [*] [*] Chassis FRU, includes [*] backplane, blower and power supply backplane, AC and blower harness. [*] [*] Rear WWN Bezel Assy [*] [*] [*] Cable Management Tray [*] [*] [*] AC Power Cord, FRU [*] [*] [*] AC Power Cord, [*] UK/Ireland, 250V, FRU [*] [*] AC Power Cord, Cont. [*] Europe CEE7/7, FRU [*] [*] AC Power Cord, [*] AUST/INZ, 250V [*] [*] AC Power Cord, Intl IEC [*] [*] [*] Remote Switch software [*] [*] [*] Extended Fabric software [*] [*] [*] Fabric Manager 3.x [*] [*] [*] Fabric Manager [*] 4.0-Enterprise [*] [*] [*] Fabric Manager 4.0 - [*] 3.0 to 4.0 Upgrade to Enterprise [*]

All prices are in U.S. dollars. 2. Section 2.1, Pricing, after the pricing table add the following: [*] Please have your authorized representative indicate acceptance thereof by signing both copies of the Amendment and returning one copy to the attention of Karen Takahashi at 5600 Cottle Road, San Jose, California 95193. - -------------------- * Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. Amendment #11 to SOW #1 of IBM/Brocade Agreement ROC-P-68 MAY 5, 2003 CONFIDENTIAL INFORMATION 4 The effective date of this Amendment shall be the date on the top of this Amendment (the "Effective Date"). The parties acknowledge that they have read this Amendment, understand it, and agree to be bound by its terms and conditions. All capitalized terms not defined herein shall have the meaning set forth in the Goods Agreement or the SOW #1. All other terms and conditions of the Goods Agreement and SOW#1 that are unaffected by the revisions set forth in this Amendment shall remain in full force and effect. Further, the parties agree that this Amendment and the Goods Agreement and SOW#1 are the complete and exclusive statement of the agreement between the parties, superseding all proposals or other prior agreement, oral or written, and all other communications between the parties relating to this subject. ACCEPTED AND AGREED TO: ACCEPTED AND AGREED TO: INTERNATIONAL BUSINESS MACHINES CORPORATION BROCADE COMMUNICATIONS SYSTEMS, INC. By: /s/ Karen Takahashi 6/2/03 By: /s/ Jack Cuthbert 5/13/03 ----------------------------- -------------------------------- Authorized Signature Date Authorized Signature Date Karen Takahashi for Mark Scheftel Jack Cuthbert - ---------------------------------- ------------------------------------- Type or Print Name Type or Print Name OEM Procurement Managememt V.P. Worldwide Sales - ---------------------------------- ------------------------------------- Title & Organization Title & Organization

~~Amendment #11 to SOW #1 of IBM/Brocade Agreement ROC-P-68 MAY 5, 2003 CONFIDENTIAL INFORMATION 5~~