Letter Agreement Regarding Optical Channel Monitor between Northrop Grumman Poly-Scientific and Lumenon Innovative Lightwave Technology, Inc. (March 15, 2002)

Summary

This agreement is between Northrop Grumman's Poly-Scientific Division and Lumenon Innovative Lightwave Technology, Inc. It confirms that both parties can sell a specifically designed optical channel monitor (OCM) for any application, and Poly-Scientific will manufacture OCMs as required by Lumenon. The agreement also states that the rights and obligations related to the OCM are governed by a broader Joint Development and Marketing Agreement between the parties, which covers intellectual property and licensing terms for related technologies.

EX-10.20 4 b44234liexv10w20.txt LETTER AGREEMENT 03/15/02 EXHIBIT 10.20 Northrop Grumman Northrop Grumman Corporation Component Technologies Poly-Scientific 1213 North Main Street Blackbsburg, Virginia 24060-3127 March 15, 2002 Lumenon Innovative Lightwave Technology, Inc. 8851 Trans-Canada Highway Ville Saint Laurent, Quebec Canada H4S 1Z6 Attn: Gary Moskovitz, President and Chief Executive Officer Re: Optical Channel Monitor Dear Gary: This letter confirms discussions recently held by Lumenon Innovative Lightwave Technology, Inc. ("Lumenon") and the Poly-Scientific Division of Litton Systems, Inc. ("Poly-Scientific") covering a specifically designed optical channel monitor ("OCM") for use in various applications including, without limitation, for use with arrayed waveguides and a configurable optical add drop multiplexer ("COADM") for telecommunication applications. The parties have been completing negotiations of a Joint Development and Marketing Agreement (the "Agreement") covering the COADM. Under the terms of the Agreement, the parties have agreed to the allocation of intellectual property rights as defined by the entities employing the parties responsible for developing intellectual property covering the COADM and for certain licenses to define the rights of Lumenon and Poly-Scientific with respect to intellectual property owned by each party, and jointly developed, in connection with the COADM. The parties have had recent discussions concerning the OCM for use in connection with arrayed waveguides that are used in a COADM and which may have other applications. Poly-Scientific and Lumenon agree that the rights and obligations of the parties with respect to the OCM are covered by the terms and conditions of the Agreement. In addition to the terms and conditions of the Agreement, Lumenon and Poly-Scientific agree that either party can sell the OCM for any application whatsoever and that Poly-Scientific will manufacture Lumenon's requirements for the OCM. Agreement Letter Optical Channel Monitor, cont'd. March 15, 2002 Page Two If Lumenon is in agreement with the foregoing, please sign the enclosed duplicate copy of this letter and return same to my attention as soon as possible. Sincerely, NORTHROP GRUMMAN COMPONENT TECHNOLOGIES Poly-Scientific /s/ Lawrence J. Ball Lawrence J. Ball President JDM/MHW/nlb cc: Dr. Jeffrey Miano Dr. Norris E. Lewis Accepted and Agreed to: Lumenon Innovative Lightwave Technology, Inc. By: /s/ Gary S. Moskovitz ----------------------------------- Title: President and CEO --------------------------------