Legal Proceedings

EX-10.57 4 f95613exv10w57.txt EXHIBIT 10.57 EXHIBIT 10.57 (IBM LOGO) 5600 Cottle Road San Jose, CA 95193 0001 August 24, 2003 Brocade Communications Systems, Inc. 1745 Technology Drive San Jose, CA 95110 Attention: Mr. Michael Harrison Subject: Amendment 12 to SOW#1 of the IBM/Brocade Goods Agreement ROC-P-68 Dear Michael: This letter (the "Amendment") serves as Amendment Number 12 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 #12 to SOW#1 of IBM/Brocade Agreement ROC-P-68 August 24, 2003 1 of 5 port) with operator panel / LCD [*] [*] Quick Loop License [*] [*] [*] Fabric Watch License [*] [*] [*] Extended Fabrics [*] [*] [*] Extended Fabrics [*] [*] [*] Remote Switch [*] [*] [*] Remote Switch [*] [*] [*] 8 Port Fibre Channel Switch [*] Single Power Supply (SW3200) Includes Web Tools [*] [*] 8 Port Fibre Channel Switch [*] Single Power Supply (SW3200) Includes Web Tools, Full Fabric Upgrade Zoning and Fabric Watch [*] [*] Full Fabric Upgrade [*] Includes Zoning and Fabric Watch [*] [*] 16 Port Fibre Channel [*] Switch Single Power Supply (SW3800) Includes Web tools, Zoning and Fabric Watch - whole unit switch Product [*] [*] Fan (SW3800) [*] [*] [*] Power Supply (SW3800) [*] [*] [*] Mainboard FRU (SW3800) [*] [*] [*] 32 Port Fibre Channel [*] Switch Double Power Supply (SW3900) Includes, Webtools, Zoning, Fabric Watch, Trunking, and Performance Monitor - whole unit switch Product [*] [*] Fan (SW3900) [*] [*] [*] Power Supply (SW3900) [*] [*] [*] Mainboard FRU (SW3900) [*] [*] [*] LUN Zoning [*] [*] [*] LUN Zoning [*] [*] [*] LUN Zoning [*] [*] [*] Secure Fabric OS (SW3200) [*] [*] [*] Secure Fabric OS (SW3800) [*] [*] [*] 1Gb Secure Fabric OS [*]

* 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 #12 to SOW#1 of IBM/Brocade Agreement ROC-P-68 August 24, 2003 2 of 5 [*] [*] Secure Fabric OS (SW3900) [*] [*] [*] Secure Fabric OS (SW12000) [*] [*] [*] Performance Bundle [*] (Trunking and Performance Monitoring) [*] [*] Performance Bundle [*] (Trunking and Performance Monitoring) [*] [*] 32 Port Fibre Channel Core [*] Switch (SW12000) Includes 2 Stiletto Port Blades, 2 CP Blades, 4 Power Supplies, 3 Blowers, 6 Port Blade Filler 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 [*] [*] [*] 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.

* 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 #12 to SOW#1 of IBM/Brocade Agreement ROC-P-68 August 24, 2003 3 of 5 [*] [*] 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.x-Enterprise (Unlimited copies per one server/PC) [*] [*] Fabric Manager 4.x - 3.0 [*] to 4.x Upgrade to Enterprise (Unlimited copies per one server/PC) [*] [*] Fabric Manager 4.x with 10 Domains [*] [*] [*] Fabric Manager 4.x Upgrade [*] from 10 Domains to Maximum Domains [*] [*] ISL Trunking (SW3200) [*] [*] [*] ISL Trunking (SW3800) [*]

All prices are in U.S. dollars. * 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 #12 to SOW#1 of IBM/Brocade Agreement ROC-P-68 August 24, 2003 4 of 5 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. 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: INTERNATIONAL BUSINESS MACHINES CORPORATION By: /s/ KAREN TAKABASHI 9/11/03 ----------------------------------------------- Authorized Signature Date Karen Takabashi - -------------------------------------------------- Type or Print Name Procurement Commodity Mgr - -------------------------------------------------- Title & Organization ACCEPTED AND AGREED TO: BROCADE COMMUNICATIONS SYSTEMS, INC. By: /s/ JACK CUTHBERT ----------------------------------------------- Authorized Signature Date Jack Cuthbert - -------------------------------------------------- Type or Print Name VP Worldwide Sales - -------------------------------------------------- Title & Organization * 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 #12 to SOW#1 of IBM/Brocade Agreement ROC-P-68 August 24, 2003 5 of 5