Master Technology Ownership and License Agreement between MRV Communications, Inc. and Luminent, Inc.

Summary

This agreement is between MRV Communications, Inc. and Luminent, Inc., both Delaware corporations, and sets out the terms for the ownership and licensing of certain technology following the separation of MRV's businesses. MRV confirms Luminent's ownership of specified technology and grants certain licenses, while also addressing confidentiality, dispute resolution, and liability. The agreement is part of a broader business separation and initial public offering for Luminent, and includes provisions for how the parties will handle intellectual property, rights, and obligations after the separation.

EX-2.3 5 v63963a3ex2-3.txt EXHIBIT 2.3 1 EXHIBIT 2.3 MASTER TECHNOLOGY OWNERSHIP AND LICENSE AGREEMENT BETWEEN MRV COMMUNICATIONS, INC. AND LUMINENT, INC. EFFECTIVE AS OF ________, 2000 2 TABLE OF CONTENTS

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ii 4 TABLE OF CONTENTS (CONT'D)

iii 5 MASTER TECHNOLOGY OWNERSHIP AND LICENSE AGREEMENT This Master Technology Ownership and License Agreement (the "Agreement") is effective as of ________, 2000 (the "Effective Date"), between MRV Corporation, a Delaware corporation ("MRV"), having an office at 20415 Nordhoff St., Chatsworth, California 91311 and Luminent, Inc., a Delaware corporation ("Luminent"), having an office at 20550 Nordhoff St., Chatsworth, California, 91311. WHEREAS, the Board of Directors of MRV has determined that it is in the best interest of MRV and its stockholders to separate MRV's existing businesses into two independent businesses; WHEREAS, as part of the foregoing, MRV and Luminent have entered into a Master Separation and Distribution Agreement (as defined below), which provides, among other things, for the separation of certain Luminent assets and Luminent liabilities, the initial public offering of Luminent stock, the distribution of such stock and the execution and delivery of certain other agreements in order to facilitate and provide for the foregoing; and WHEREAS, also as part of the foregoing, the parties desire to confirm Luminent's ownership of certain technology. NOW, THEREFORE, in consideration of the mutual promises of the parties, and of good and valuable consideration, it is agreed by and between the parties as follows: ARTICLE 1 DEFINITIONS For the purpose of this Agreement the following capitalized terms are defined in this Article 1 and shall have the meaning specified herein: Section 1.1 ANCILLARY AGREEMENTS. "Ancillary Agreements" shall have the meaning set forth in the Master Separation and Distribution Agreement. Section 1.2 COPYRIGHTS. "Copyrights" mean (i) any copyright in any original works of authorship fixed in any tangible medium of expression as set forth in 17 U.S.C. Section 101 et. seq., whether registered or unregistered, including any applications for registration thereof, (ii) any corresponding foreign copyrights under the laws of any jurisdiction, in each case, whether registered or unregistered, and any applications for registration thereof, and (iii) moral rights under the laws of any jurisdiction. Section 1.3 DISTRIBUTION DATE. "Distribution Date" shall have the meaning set forth in the Master Separation and Distribution Agreement. 1 6 Section 1.4 GENERAL ASSIGNMENT AND ASSUMPTION AGREEMENT. "General Assignment and Assumption Agreement" means the General Assignment and Assumption Agreement between the parties. Section 1.5 INVENTION DISCLOSURE. "Invention Disclosure" means a disclosure of an invention (i) written for the purpose of allowing legal and business people to determine whether to file a Patent application with respect to such invention and (ii) recorded with a control number in the owning party's records. Section 1.6 IPO REGISTRATION STATEMENT. "IPO Registration Statement" means the registration statement on Form S-1 pursuant to the Securities Act of 1933, as amended, filed with the Securities and Exchange Commission registering the shares of common stock of Luminent to be issued in the initial public offering, together with all amendments thereto. Section 1.7 MASK WORK RIGHTS. "Mask Work Rights" means (i) any rights in mask works, as defined in 17 U.S.C. Section 901, whether registered or unregistered, including applications for registration thereof, and (ii) any foreign rights in semiconductor topologies under the laws of any jurisdiction, whether registered or unregistered, including applications for registration thereof. Section 1.8 MASTER CONFIDENTIAL DISCLOSURE AGREEMENT. "Master Confidential Disclosure Agreement" means the Master Confidential Disclosure Agreement between MRV and Luminent. Section 1.9 MASTER PATENT OWNERSHIP AND ASSIGNMENT AGREEMENT. "Master Patent Ownership and Assignment Agreement" means the Master Patent Ownership and Assignment Agreement between MRV and Luminent. Section 1.10 MASTER SEPARATION AND DISTRIBUTION AGREEMENT. "Master Separation and Distribution Agreement" means the Master Separation and Distribution Agreement between MRV and Luminent. Section 1.11 LUMINENT BUSINESS. "Luminent Business" means the business and operations of Luminent as described in the IPO Registration Statement. Section 1.12 LUMINENT PRODUCTS SCHEDULE. "Luminent Products Schedule" means the mutually agreed Luminent Products Schedule, attached hereto as Schedule 1.12, as it may be updated by the parties upon mutual agreement (signed by authorized officers) of the parties to add Luminent products as of the Separation Date. Section 1.13 LUMINENT TECHNOLOGY. "Luminent Technology" means (i) all Technology developed solely by Luminent or Subsidiaries of Luminent or by its subcontractors for Luminent or its Subsidiaries, (ii) all Technology for which the direct costs were solely paid for by Luminent, and (iii) Technology that has been jointly developed by the parties prior to the Separation Date that is incorporated into Current Luminent Products (as defined in the Master Patent Ownership and Assignment Agreement. Section 1.14 LUMINENT TECHNOLOGY SCHEDULE. "Luminent Technology Schedule" means the mutually agreed Luminent Technology Schedule attached hereto as Schedule 1.14, as it may be updated by the parties upon mutual agreement (signed by authorized officers) of the parties to add Luminent Technology as of the Separation Date. 2 7 Section 1.15 PATENTS. "Patents" means patents, utility models, design patents, design registrations, certificates of invention and other governmental grants for the protection of inventions or industrial designs anywhere in the world and all reissues, renewals, re-examinations and extensions of any of the foregoing. Section 1.16 PERSON. "Person" means an individual, a partnership, a corporation, a limited liability company, an association, a joint stock company, a trust, a joint venture, an unincorporated organization, and a governmental entity or any department, agency or political subdivision thereof. Section 1.17 SELL. To "Sell" a product means to sell, transfer, lease or otherwise dispose of a product. "Sale" and "Sold" have the corollary meanings ascribed thereto. Section 1.18 SEPARATION DATE. "Separation Date" means 12:01 a.m., Pacific Time, ______________, 2000, or such other date as may be fixed by the Board of Directors of MRV. Section 1.19 SUBSIDIARY. "Subsidiary" of any Person means a corporation or other organization, whether incorporated or unincorporated, of which at least a majority of the securities or interests having by the terms thereof ordinary voting power to elect at least a majority of the board of directors or others performing similar functions with respect to such corporation or other organization is directly or indirectly owned or controlled by such Person or by any one or more of its Subsidiaries, or by such Person and one or more of its Subsidiaries; provided, however, that no Person that is not directly or indirectly wholly-owned by any other Person shall be a Subsidiary of such other Person unless such other Person controls, or has the right, power or ability to control, that Person. For purposes of this Agreement, Luminent shall be deemed not to be a subsidiary of MRV. Section 1.20 TECHNOLOGY. "Technology" means technological models, algorithms, manufacturing processes, design processes, behavioral models, logic diagrams, schematics, test vectors, know-how, computer and electronic data processing and other apparatus programs and software (object code and source code), databases and documentation thereof, trade secrets, technical information, specifications, drawings, records, documentation, works of authorship or other creative works, websites, ideas, knowledge, data or the like. The term Technology includes Copyrights and Mask Work Rights, trade secrets and any other intellectual property right, but expressly does not include (i) any trademark, trade name, trade dress or service mark, or applications for registration thereof or (ii) any Patents or applications therefor, including any of the foregoing that may be based on Invention Disclosures that are covered by the Master Patent Ownership and License Agreement between the parties, but does include trade secret rights in and to inventions disclosed in such Patent applications and Invention Disclosures. Section 1.21 THIRD PARTY. "Third Party" means a Person other than MRV and its Subsidiaries and Luminent and its Subsidiaries. ARTICLE 2 OWNERSHIP Section 2.1 OWNERSHIP OF LUMINENT TECHNOLOGY. The parties hereby confirm that Luminent owns all right, title and interest in and to the Luminent Technology. Subject to Sections 2.2 and 2.3 below, to the extent that MRV has any ownership rights in and to the 3 8 Luminent Technology, MRV hereby grants, conveys and assigns (and agrees to cause its appropriate Subsidiaries to grant, convey and assign) to Luminent, by execution hereof (or, where appropriate or required, by execution of separate instruments of assignment), all its (and their) right, title and interest in and to the Luminent Technology, to be held and enjoyed by Luminent, its successors and assigns. MRV further grants, conveys and assigns (and agrees to cause its appropriate Subsidiaries to grant, convey and assign) to Luminent all its (and their) right, title and interest in and to any and all causes of action and rights of recovery for past infringement of Copyrights and Mask Work Rights in and to the Luminent Technology, and for past misappropriation of trade secrets in and to the Luminent Technology. MRV further covenants that MRV will, without demanding any further consideration therefor, at the request and expense of Luminent (except for the value of the time of MRV employees), do (and cause its Subsidiaries to do) all lawful and just acts that may be or become necessary for evidencing, maintaining, recording and perfecting Luminent's rights to such Luminent Technology consistent with MRV's general business practice as of the Separation Date, including but not limited to, execution and acknowledgement of (and causing its Subsidiaries to execute and acknowledge) assignments and other instruments in a form reasonably required by Luminent for each Copyright or Mask Work Right jurisdiction. Section 2.2 PRIOR GRANTS. (a) Luminent acknowledges and agrees that the foregoing assignment is subject to any and all licenses or other rights that may have been granted by or to MRV or its Subsidiaries with respect to the Luminent Technology prior to the Separation Date. MRV shall respond to reasonable inquiries from Luminent regarding any such prior grants. (b) MRV acknowledges and agrees that the foregoing assignment is subject to any and all licenses or other rights that may have been granted by or to Luminent or its Subsidiaries with respect to the MRV Technology prior to the Separation Date. Luminent shall respond to reasonable inquiries from MRV regarding any such prior grants. SECTION 2.3 ASSIGNMENT DISCLAIMER. THE PARTIES ACKNOWLEDGE AND AGREE THAT THE FOREGOING ASSIGNMENTS ARE MADE ON AN "AS IS," QUITCLAIM BASIS AND THAT NEITHER PARTY NOR ANY SUBSIDIARY OF EITHER PARTY HAS MADE OR WILL MAKE ANY WARRANTY WHATSOEVER, EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, ENFORCEABILITY OR NON-INFRINGEMENT. FURTHER, THE PARTIES ACKNOWLEDGE AND AGREE THAT NEITHER PARTY NOR ANY SUBSIDIARY OF EITHER PARTY SHALL HAVE ANY OBLIGATION UNDER THIS AGREEMENT TO MAINTAIN OR SUPPORT ANY OF THE TECHNOLOGY ASSIGNED UNDER THIS AGREEMENT OR TO PROVIDE ANY UPGRADES OR ENHANCEMENTS THERETO TO THE OTHER PARTY. 4 9 ARTICLE 3 LICENSES AND RIGHTS Section 3.1 LUMINENT LICENSE TO MRV. In recognition of the fact that MRV and Luminent were affiliated entities prior to the Separation Date, Luminent agrees to grant separate licenses to MRV with respect to certain technologies and products on favorable terms. The parties agree to negotiate such licensing agreement(s) reasonably and in good faith as promptly as they can reasonably accomplish, but in no event later than the Distribution Date. Section 3.2 NO PATENT LICENSES. Nothing contained in this Agreement shall be construed as conferring to either party by implication, estoppel or otherwise any license or right under any Patent or applications therefor, whether or not the exercise of any right herein granted necessarily employs an invention of any existing or later issued Patent. The applicable licenses granted by MRV to Luminent with respect to Patents are set forth in a separate Master Patent Ownership and License Agreement. Section 3.3 THIRD PARTY TECHNOLOGY. The assignment of any applicable license agreements with respect to Third Party Technology are set forth in the General Assignment and Assumption Agreement. ARTICLE 4 CONFIDENTIALITY The terms of the Master Confidential Disclosure Agreement between the parties shall apply to any Confidential Information (as defined therein) which is the subject matter of this Agreement. ARTICLE 5 NO TERMINATION Each party acknowledges and agrees that its remedy for breach by the other party of any provision hereof shall be, subject to the requirements of Article 6, to bring a claim to recover damages subject to the limits set forth in this Agreement and to seek any other appropriate equitable relief, other than termination of this Agreement. For the avoidance of doubt, the parties intend that this Agreement continue in perpetuity. ARTICLE 6 DISPUTE RESOLUTION Section 6.1 MEDIATION. If a dispute, controversy or claim ("Dispute") arises between the parties relating to the interpretation or performance of this Agreement appropriate senior 5 10 executives of each party who shall have the authority to resolve the matter shall meet to attempt in good faith to negotiate a resolution of the Dispute prior to pursuing other available remedies. The initial meeting between the appropriate senior executives shall be referred to herein as the "Dispute Resolution Commencement Date." Discussions and correspondence relating to trying to resolve such Dispute shall be treated as Confidential Information developed for the purpose of settlement and shall be exempt from discovery or production and shall not be admissible. If the senior executives are unable to resolve the Dispute within thirty (30) days from the Dispute Resolution Commencement Date, and either party wishes to pursue its rights relating to such Dispute, then the Dispute will be mediated by a mutually acceptable mediator appointed pursuant to the mediation rules of JAMS/Endispute within thirty (30) days after written notice by one party to the other demanding non-binding mediation. Neither party may unreasonably withhold consent to the selection of a mediator or the location of the mediation. Both parties will share the costs of the mediation equally, except that each party shall bear its own costs and expenses, including attorneys' fees, witness fees, travel expenses, and preparation costs. The parties may also agree to replace mediation with some other form of non-binding or binding alternate dispute resolution ("ADR"). Section 6.2 ARBITRATION. Any Dispute which the parties cannot resolve through mediation within ninety (90) days of the Dispute Resolution Commencement Date, unless otherwise mutually agreed, shall be submitted to final and binding arbitration under the then current Commercial Arbitration Rules of the American Arbitration Association ("AAA"), by three (3) arbitrators in Los Angeles County, California. Such arbitrators shall be selected by the mutual agreement of the parties or, failing such agreement, shall be selected according to the aforesaid AAA rules. The arbitrators will be instructed to prepare and deliver a written, reasoned opinion stating their decision within thirty (30) days of the completion of the arbitration. The prevailing party in such arbitration shall be entitled to expenses, including costs and reasonable attorneys' and other professional fees, incurred in connection with the arbitration (but excluding any costs and fees associated with prior negotiation or mediation). The decision of the arbitrator shall be final and non-appealable and may be enforced in any court of competent jurisdiction. The use of any ADR procedures will not be construed under the doctrine of laches, waiver or estoppel to adversely affect the rights of either party. Section 6.3 COURT ACTION. Any Dispute regarding the following is not required to be negotiated, mediated or arbitrated prior to seeking relief from a court of competent jurisdiction: breach of any obligation of confidentiality; infringement, misappropriation, or misuse of any intellectual property right; any other claim where interim relief from the court is sought to prevent serious and irreparable injury to one of the parties or to others. However, the parties to the Dispute shall make a good faith effort to negotiate and mediate such Dispute, according to the above procedures, while such court action is pending. Section 6.4 CONTINUITY OF SERVICE AND PERFORMANCE. Unless otherwise agreed in writing, the parties will continue to provide service and honor all other commitments under this Agreement during the course of dispute resolution pursuant to the provisions of this Article 6 with respect to all matters not subject to such dispute, controversy or claim. 6 11 ARTICLE 7 LIMITATION OF LIABILITY. IN NO EVENT SHALL EITHER PARTY OR ITS SUBSIDIARIES BE LIABLE TO THE OTHER PARTY OR ITS SUBSIDIARIES FOR ANY SPECIAL, CONSEQUENTIAL, INDIRECT, INCIDENTAL OR PUNITIVE DAMAGES OR LOST PROFITS, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY (INCLUDING NEGLIGENCE) ARISING IN ANY WAY OUT OF THIS AGREEMENT, WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; PROVIDED, HOWEVER, THAT THE FOREGOING LIMITATIONS SHALL NOT LIMIT EACH PARTY'S OBLIGATIONS EXPRESSLY ASSUMED IN EXHIBIT J OF THE MASTER SEPARATION AND DISTRIBUTION AGREEMENT; PROVIDED FURTHER THAT THE EXCLUSION OF PUNITIVE DAMAGES SHALL APPLY IN ANY EVENT. ARTICLE 8 MISCELLANEOUS PROVISIONS SECTION 8.1 DISCLAIMER. EACH PARTY ACKNOWLEDGES AND AGREES THAT ALL TECHNOLOGY AND ANY OTHER INFORMATION OR MATERIALS PROVIDED HEREUNDER IS PROVIDED ON AN "AS IS" BASIS, AND THAT NEITHER PARTY NOR ANY OF ITS SUBSIDIARIES MAKES ANY REPRESENTATIONS OR EXTENDS ANY WARRANTIES WHATSOEVER, EXPRESS, IMPLIED OR STATUTORY, WITH RESPECT THERETO, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, ENFORCEABILITY OR NON-INFRINGEMENT. Without limiting the generality of the foregoing, neither party nor any of its Subsidiaries makes any warranty or representation that any manufacture, use, importation, offer for sale or sale of any product or service will be free from infringement of any Patent or other intellectual property right of any Third Party. Section 8.2 NO IMPLIED LICENSES. Nothing contained in this Agreement shall be construed as conferring any rights by implication, estoppel or otherwise, under any intellectual property right, other than the rights expressly granted in this Agreement with respect to the Luminent Technology. Neither party is required hereunder to furnish or disclose to the other any technical or other information, except as specifically provided herein. Section 8.3 INFRINGEMENT SUITS. Neither party shall have any obligation hereunder to institute any action or suit against Third Parties for infringement of any Copyrights or Mask Work Rights or misappropriation of any trade secret rights in or to any Technology licensed to the other party hereunder, or to defend any action or suit brought by a Third Party which challenges or concerns the validity of any of such rights or which claims that any Technology assigned or licensed to the other party hereunder infringes any Patent, Copyright, Mask Work Right or other intellectual property right of any Third Party or constitutes a misappropriated trade 7 12 secret of any Third Party. MRV shall not have any right to institute any action or suit against Third Parties for infringement of any of the Copyrights or Mask Work Rights in or to the Luminent Technology. SECTION 8.4 NO OTHER OBLIGATIONS. NEITHER PARTY ASSUMES ANY RESPONSIBILITIES OR OBLIGATIONS WHATSOEVER, OTHER THAN THE RESPONSIBILITIES AND OBLIGATIONS EXPRESSLY SET FORTH IN THIS AGREEMENT OR A SEPARATE WRITTEN AGREEMENT BETWEEN THE PARTIES. Without limiting the generality of the foregoing, neither party, nor any of its Subsidiaries, is obligated under this Agreement to provide any technical assistance. Section 8.5 ENTIRE AGREEMENT. This Agreement, the Master Separation and Distribution Agreement and the other Ancillary Agreements and the Exhibits and Schedules referenced or attached hereto and thereto constitute the entire agreement between the parties with respect to the subject matter hereof and thereof and shall supersede all prior written and oral and all contemporaneous oral agreements and understandings with respect to the subject matter hereof and thereof. This Agreement shall prevail in the event of any conflicting terms or legends which may appear on any portion of the Luminent Technology. To the extent there is a conflict between this Agreement and the Master Assignment and Assumption Agreement between the parties, the terms of this Agreement shall govern. To the extent that the parties enter into specific agreements regarding specific projects, such agreements shall supersede this Agreement with respect to any common subject matter. Section 8.6 GOVERNING LAW. This Agreement shall be construed in accordance with and all Disputes hereunder shall be governed by the laws of the State of California, excluding its conflict of law rules and the United Nations Convention on Contracts for the International Sale of Goods. The Superior Court of Los Angeles County and/or the United States District Court for the Southern District of California shall have jurisdiction and venue over all Disputes between the parties that are permitted to be brought in a court of law pursuant to Article 6 above. Section 8.7 DESCRIPTIVE HEADINGS. The headings contained in this Agreement, in any Exhibit or Schedule hereto and in the table of contents to this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Any capitalized term used in any Exhibit or Schedule but not otherwise defined therein, shall have the meaning assigned to such term in this Agreement. When a reference is made in this Agreement to an Article or a Section, Exhibit or Schedule, such reference shall be to an Article or Section of, or an Exhibit or Schedule to, this Agreement unless otherwise indicated. Section 8.8 NOTICES. Notices, offers, requests or other communications required or permitted to be given by either party pursuant to the terms of this Agreement shall be given in writing to the respective parties to the following addresses: 8 13 if to MRV: MRV Corporation 20415 Nordhoff Street Chatsworth, California 91311 Attention: Noam Lotan, Chief Executive Officer Fax: (818) 773-0906 if to Luminent: Luminent, Inc. 20550 Nordhoff Street Chatsworth, California 91311 Attention: William R. Spivey Fax: (818) 576-9486 or to such other address as the party to whom notice is given may have previously furnished to the other in writing as provided herein. Any notice involving non-performance or renewal shall be sent by hand delivery, recognized overnight courier or, within the United States, may also be sent via certified mail, return receipt requested. All other notices may also be sent by fax, confirmed by first class mail. All notices shall be deemed to have been given and received on the earlier of actual delivery or three (3) days from the date of postmark. Section 8.9 NONASSIGNABILITY. Neither party may, directly or indirectly, in whole or in part, whether by operation of law or otherwise, assign or transfer this Agreement, without the other party's prior written consent, and any attempted assignment, transfer or delegation without such prior written consent shall be voidable at the sole option of such other party. Notwithstanding the foregoing, each party (or its successive assignees or transferees hereunder) may, without such consent, assign this Agreement to an entity that succeeds to all or substantially all of the business or assets of such party as long as such Person agrees to accept all of the terms set forth herein; provided, however, that the rights and obligations set forth in Section 3.1 may not be assigned or transferred in any event (except in the case of a reincorporation of such party in another state). Without limiting the foregoing, this Agreement will be binding upon and inure to the benefit of the parties and their permitted successors and assigns. Section 8.10 SEVERABILITY. If any term or other provision of this Agreement is determined by a court, administrative agency or arbitrator to be invalid, illegal or incapable of being enforced by any rule of law or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to either party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the fullest extent possible. 9 14 Section 8.11 FAILURE OR INDULGENCE NOT WAIVER; REMEDIES CUMULATIVE. No failure or delay on the part of either party hereto in the exercise of any right hereunder shall impair such right or be construed to be a waiver of, or acquiescence in, any breach of any representation, warranty or agreement herein, nor shall any single or partial exercise of any such right preclude other or further exercise thereof or of any other right. All rights and remedies existing under this Agreement are cumulative to, and not exclusive of, any rights or remedies otherwise available. Section 8.12 AMENDMENT. No change or amendment will be made to this Agreement except by an instrument in writing signed on behalf of each of the parties to such agreement. Section 8.13 COUNTERPARTS. This Agreement, including the Ancillary Agreements and the Exhibits and Schedules hereto and thereto and the other documents referred to herein or therein, may be executed in counterparts, each of which shall be deemed to be an original but all of which shall constitute one and the same agreement. 10 15 WHEREFORE, the parties have signed this Master Technology Ownership and License Agreement effective as of the date first set forth above. MRV COMMUNICATIONS, INC. By: ----------------------------- Noam Lotan Chief Executive Officer LUMINENT, INC. By: ----------------------------- William R. Spivey, Chief Executive Officer 11 16 SCHEDULE 1.12 LUMINENT PRODUCTS SCHEDULE 12 17 SCHEDULE 1.14 LUMINENT TECHNOLOGY SCHEDULE OPTICS: Coupling method of light into SM Fiber: 1. Use Ball lens 2. Use GRIN Selfoc Lens Use Aspheric Lenses 3. Use ball lens with angled housing instead of angled fiber for reducing reflection 4. Use Split sleeve versus regular ceramic to achieve reproducible coupling with different connectors 5. Use of Epoxy to hold the component in place after alignment 6. Use of isolators integrated in the optics housing to provide good linearity performance. DUPLEXER (OR BiDi BI-DIRECTIONAL MODULES): To reduce reflection: 1. Angle cleave extended fiber 2. Coat fiber end (wide band coating for low reflection while the laser changes over temperature) 3. Paint the tip of the ferrule black to reduce reflection 4. Use glass ferrule to reduce reflection 5. Provide optical trap across from beam splitter to absorb light reflected from the laser 6. Paint inside of housing black to eliminate reflections Use of an optical beam splitter with different functionality such as 10/90, 30/70, and 50/50 (%pass/%reflect) and WDM functionality such as 1310 pass 1550 nm reflect (or 1550 pass and 1310nm reflect). TRIPLEXER (OR TriDi TRIDIRECTIONAL MODULES): Use of two beam splitters, one for WDM and one for fixed ratio RETURN PATH LASERS: Return Path lasers for CATV residential access data return linear lasers with optically isolated housings and automatic testing for the return path project. ELECTRONICS DIGITAL: Electronics design for the high-speed modulation of laser diodes using laser drivers that take PECL or TTL signals and convert them to optical signals. Incorporation of a back facet monitor to control the output power and the extinction ratio with the setting of potentiometers on the electronics boards. Electronics design for the high-speed detection of light with receiver chip and post amplifiers to convert the signals to PECL or TTL outputs. ELECTRONICS ANALOG: Electronics design for our Duplexers and Triplexers. We have CATV and DBS receivers with amplifiers in the same module or subsystem. These systems have Digital automatic gain control based on optical input level. Developed dual band optical receiver/amplifiers for the DBS and CATV channels. Electronics design for the Data and Voice transmitter. Electronics design for the Date and Voice receiver. LASERS: Two fabrication labs for laser (Chatsworth, California and Taiwan). Method of making laser diodes. Method of characterizing laser diodes. Method of mounting and Laser to TO can for optimum. Optimization of TO can performance for high speed applications. OTHER ACTIVE COMPONENTS: Other components include VCSELs, SLEDs, ELEDs and detectors that support many needs in the market. RECEIVERS: Use of modulation while closing the detector. Use of detector and Transimpedance amplifier on the same TO can. AUTOMATIC TEST STATIONS: Use of Ovens (test all parameters over temperature), computer, optical switch, electrical switch, electrical spectrum analyzers, and optical spectrum analyzers. RF test and measurement (Second order, third order, noise to power ratio). Optical test and measurement (Tracking error, cross talk, output power, backfacet monitor current). COARSE WDM MODULES: Widely spaced WDM channels for the purpose of using uncooled transceivers with the wide band optical multiplexing and demultiplexing technologies. DWDM MODULES: Active components. Cooled transmitters. Receivers. Passive components. Multiplexers. Demultiplexers. PASSIVE TECHNOLOGIES: Many years of experience in micro-optic for passive technologies. We collimate the light and then act on it with an element to achieve functionality. Fiber technology ranges from fused biconical couplers to fiber gratings. Waveguide technology is currently focused on high-speed modulation of light in lithium niobate wafers, and DWDM functionality on silicon wafers. Also, this technology is used for planar light wave circuits and silicon bench components. Advanced thin film coatings use over a hundred layers to achieve critical DWDM and CWDM performance. 13