Exhibit 4.11  CONFIDENTIALRESTRICTED ACCESS   PATENT
LICENSE AGREEMENT   Between   TELCORDIA
TECHNOLOGIES, INC.   and   MARCONI
COMMUNICATIONS, INC.   and   MARCONI
CORPORATION PLC   TELCORDIA AND LICENSEERESTRICTED
ACCESS This document contains
proprietary information that shall be distributed, routed, or made available
only within TELCORDIA and LICENSEE,
except with written permission of TELCORDIA and LICENSEE.


TABLE OF CONTENTS  ARTICLE IDEFINITIONSARTICLE IIGRANT
  OF LICENSEARTICLE III - COVENANT NOT TO SUEARTICLE
  IVRELEASE FOR PAST INFRINGEMENTARTICLE
  VLICENSEES ACKNOWLEDGEMENTSARTICLE
  VIDISCLAIMER, LIMITED WARRANTY, LIMITATION OF LIABILITYARTICLE
  VIIPATENT MARKING, AGREEMENT NOT TO CHALLENGEARTICLE
  VIIITERM, WAIVER OF BREACHARTICLE
  IXAFFILIATES AND SUBLICENSED PERSONS OR ENTITIESARTICLE
  XGENERAL PROVISIONSSIGNATORIES  See confidential restrictions on
title page.  i


PATENT LICENSE AGREEMENT  This agreement (the License
Agreement) is between TELCORDIA TECHNOLOGIES, INC., a Delaware corporation (TELCORDIA),
having an office at One Telcordia Drive, Piscataway, New Jersey 08854, MARCONI
COMMUNICATIONS, INC., a Delaware corporation (LICENSEE), having an office at
3000 Marconi Drive, Warrendale, Pennsylvania 15086, and MARCONI CORPORATION
PLC, a public limited company, organized under the laws of England and Wales (PLC),
having an office at 34 Grovesnor Square, London W1K 2HD, United Kingdom. The
License Agreement will become effective on the date of signature of the last of
the Parties to sign, or on the date TELCORDIA receives the payment due it under
a Settlement Agreement concurrently being executed by TELCORDIA and LICENSEE,
whichever is later (the Effective Date).  Whereas, TELCORDIA is the owner of
various patents relating to Asynchronous Transfer Mode (ATM) apparatus and
methods;  Whereas, Bell Communications Research
Corp., now TELCORDIA filed suits against FORE Systems, Inc. , predecessor of
LICENSEE, for infringement of several of these patents; and  Whereas, in conjunction with the
settlement of these suits pursuant to a concurrently executed Settlement
Agreement, TELCORDIA has agreed to grant LICENSEE and its AFFILIATES a license
under these patents and certain other patents;  Now, therefore, in consideration of
the mutual covenants and promises contained herein, and other good and valuable
consideration, the receipt and sufficiency of which  1


are hereby acknowledged, TELCORDIA,
LICENSEE, and PLC (who may sometimes be referred to collectively as Parties
or singly as Party) agree as follows:  Article IDefinitions  1.1.As used herein, the
following terms shall have the indicated meanings:  ATM EQUIPMENT means any apparatus
designed for use in an ATM (Asynchronous Transfer Mode) packet switched
telecommunications network for improving, controlling, switching, multiplexing,
demultiplexing, modifying, or otherwise affecting digital signals received at
the input to such apparatus.  ATM
EQUIPMENT includes associated control software and all auxiliary apparatus involved
in performing any of the functions stated in the preceding sentence and that
are part of the ATM EQUIPMENT or are used to remotely control, analyze,
monitor, maintain, or operate the ATM EQUIPMENT.  A SEMICONDUCTOR DEVICE alone does not
constitute ATM EQUIPMENT, but ATM EQUIPMENT may include one or more
SEMICONDUCTOR DEVICES as components.  TELCORDIA PATENTS means the patents
and patent applications listed in Appendix A to this License Agreement, all
continuations, divisions, or continuations-in-part of any of the listed patent
applications or any of the applications on which the listed patents are based,
all patents issuing from any of the foregoing applications, all reissues of any
of the foregoing patents, and all foreign patents and patent applications
corresponding to any of the foregoing. 
In addition, TELCORDIA PATENTS includes any patent or patent application
that is added to Appendix A pursuant to Section 6.3 of this License Agreement,
all continuations, divisions, or continuations-in-part of any added patent
application or any application on which any  2


added patent is based, all patents
issuing from any of the foregoing applications, all reissues of any of the
foregoing patents, and all foreign patents and patent applications
corresponding to any of the foregoing.  LICENSED PRODUCT means any MARCONI
PRODUCT the manufacture, use, sale, offer for sale, or import of which, but for
the license granted under this License Agreement, would infringe a claim of any
TELCORDIA PATENT.  The Parties agree and
acknowledge that subsumed within the statutory right to manufacture (or make)
is the ability to design and have designed, and that subsumed within the
statutory rights to sell or offer to sell is the ability to lease, have leased,
lend, loan for evaluation or repair purposes, resell, export, and otherwise
dispose of LICENSED PRODUCT(s).  LICENSED SERVICE means any design,
operation, or maintenance services the practice of which, but for the license
granted under this License Agreement, would infringe a claim of any TELCORDIA
PATENT.  MARCONI DESIGN means plans,
requirements, or specifications created (a) by LICENSEE or any of its
AFFILIATES,  or (b) by a third-party
design contractor for LICENSEE or any of its AFFILIATES, that when followed
result in the creation of a product the manufacture, use, sale, offer for sale,
or import of which, but for the license granted under this License Agreement,
would infringe a claim of any TELCORDIA PATENT. 
A MARCONI DESIGN shall also include any plans, requirements, or
specifications created by the combination of a MARCONI DESIGN with the design
of a  3


third party that results in a product
that is a joint effort of MARCONI or any of its AFFILIATES and such third
party.  MARCONI PRODUCT means (a) a
product, regardless of source of design, that is made by LICENSEE or any of its
AFFILIATES and sold under a brand of LICENSEE or any of its AFFILIATES, (b) a
product, regardless of source of design, that is made by a third party for
LICENSEE or any of its AFFILIATES and sold under a brand of LICENSEE or any of
its AFFILIATES, and (c) a product of a MARCONI DESIGN that is made by or for
LICENSEE or any of its AFFILIATES and sold by a third party under a brand owned
by such third party, provided that if the product was made for LICENSEE or any
of its AFFILIATES, the product cannot be sold by the same third party who
manufactured the product.  SEMICONDUCTOR DEVICE means a device
consisting primarily of a body of single semiconductive material or plurality
of semiconductive materials and a plurality of electrodes associated therewith,
whether or not said body includes one or more layers of other regions
(constituting substantially less than the whole of said body) of material or
materials that are a type other than semiconductive material.  AFFILIATE means any person or entity
that, on the Effective Date, directly or indirectly, controls, is under common
control with, or is controlled by a Party, where the term control and
cognates thereof means (a) with respect to a corporation, the right to
exercise, directly or indirectly, more than 50% of the voting rights
attributable to the shares of the corporation, or (b) with respect to any person
other than a corporation, the possession, directly or indirectly, of the power
to direct or cause the direction of the  4


management or policies of the person;
provided, however, if, after the Effective Date, LICENSEE or any of its
AFFILIATES is reorganized or restructured to form one or more new entities that
did not exist on or before the Effective Date, and the new entity(ies)
satisfies(y) the definition of AFFILIATE above, the new entity(ies) will be
AFFILIATE(S) under this License Agreement.  IMPROVEMENT means a modification,
enhancement, update, or upgrade of a LICENSED PRODUCT that is covered by a
claim of a TELCORDIA PATENT.  Article IIGrant of License  2.1.(a)In consideration
for and subject to all the terms and conditions of this License Agreement and
the Settlement Agreement, TELCORDIA hereby grants to LICENSEE and its
AFFILIATES a paid-up, royalty-free, worldwide, nonexclusive, and irrevocable
license under the TELCORDIA PATENTS (including any patent or patent application
added pursuant to Section 6.3 below) to do the following:  (i) to use, make, have made, and import
LICENSED PRODUCT(s); (ii) to offer to sell and sell, directly or through
distributors and resellers, LICENSED PRODUCT(s), but excluding SEMICONDUCTOR
DEVICES; (iii) to make, have made, use, and import SEMICONDUCTOR DEVICES solely
for use or sale as a component of such LICENSED PRODUCT(s), without limiting
the rights granted in the immediately following Section 2.1(a)(iv); (iv) to
make, have made, offer to sell, and sell SEMICONDUCTOR DEVICES to
Hewlett-Packard France pursuant to the Product Development Agreement,
effective May 1, 1995, between FORE and Hewlett-Packard France solely for the
inclusion of such SEMICONDUCTOR DEVICES in Network  5


Interface Cards (NIC) made and sold
by Hewlett-Packard; (v) to use LICENSED PRODUCT(s) solely within LICENSEE and
its AFFILIATES to operate an internal private network (i.e., a network in which
any communication requires at least one participant from LICENSEE or its
AFFILIATES); and (vi) to offer for sale, sell, practice, and have practiced
(directly or through a third party contractor) LICENSED SERVICES for LICENSEEs
or any of its AFFILIATES customers.  If,
after the Effective Date, LICENSEE or any of its AFFILIATES desires to enter
into a contract to sell to one or more third parties SEMICONDUCTOR DEVICES that
qualify as LICENSED PRODUCTS under this License Agreement, TELCORDIA agrees to
negotiate in good faith with LICENSEE or the AFFILIATE to arrive at a
reasonable royalty rate to be paid for the sale of the SEMICONDUCTOR DEVICES
under the contract, provided that any such grant of a license to SEMICONDUCTOR
DEVICES is not inconsistent either with representations TELCORDIA has made to
other potential licensees regarding TELCORDIAs licensing program or with
representations TELCORDIA has made to any standards bodies.  The parties agree and acknowledge that
subsumed within the statutory right to manufacture (or make) is the ability to
design and have designed, and that subsumed within the statutory rights to sell
or offer to sell is the ability to lease, have leased, lend, loan for
evaluation or repair purposes, resell, export, and otherwise dispose of
products in accordance with the license granted above.  (b)LICENSEE and its
AFFILIATES acknowledge and agree that, notwithstanding the license granted in
Section 2.1(a), they have no right or license, under either this License
Agreement or the TELCORDIA PATENTS (including any patent or  6


patent application added pursuant to
Section 6.3 below), to do any of the following: 
(i) to grant a sublicense to anyone other than as set forth in Section
2.2 (for the avoidance of doubt, this restriction on sublicensing does not
affect any right to have made LICENSED PRODUCTS as granted in Section 2.1);
(ii) to offer to sell or sell any SEMICONDUCTOR DEVICE which is covered by a
TELCORDIA PATENT except as an integrated component of a LICENSED PRODUCT made
by or for LICENSEE or any of its AFFILIATES, except as provided in Section
2.1(a)(iv); (iii) to make, have made, offer to sell, sell, or import ATM
EQUIPMENT covered by a TELCORDIA PATENT that is not a MARCONI PRODUCT (UNLICENSED
ATM EQUIPMENT); (iv) to use, or to authorize others to use, UNLICENSED ATM
EQUIPMENT, alone or in combination with LICENSED PRODUCTS, to practice a method
claimed in the TELCORDIA PATENTS; (v) to convey to LICENSEEs customers for
LICENSED SERVICES any right to use UNLICENSED ATM EQUIPMENT, by itself or in
combination with LICENSED PRODUCTS, provided, however, that nothing in this
exclusion is meant to limit the scope of the covenant not to sue in Section 3.1
as it relates to customers (mediate and immediate), including authorized
resellers, distributors, and end-users; (vi) to operate an ATM network for
lease by third parties, provided, however, that nothing in this exclusion is
meant to limit the scope of the rights expressly licensed in Sections 2.1(a)(v)
and 2.1(a)(vi); and (vii) to convey in conjunction with the sale or other
disposition of a LICENSED PRODUCT, or to otherwise provide anyone acquiring
LICENSED PRODUCTS from LICENSEE or any of its AFFILIATES, including customers
(mediate and immediate), authorized resellers, distributors, and end-users, any  7


right to use such LICENSED PRODUCTS
in combination with UNLICENSED ATM EQUIPMENT, wherein the combination or the
operation of the combination results in infringement of any TELCORDIA PATENT,
provided, however, that nothing in this exclusion is meant to limit the scope
of the covenant not to sue in Section 3.1 as it relates to customers (mediate
and immediate), including authorized resellers, distributors, and end-users.  2.2(a)In addition to the
license provided in Section 2.1, TELCORDIA hereby grants LICENSEE and its
AFFILIATES the right to grant a sublicense to (1) any person or entity that
acquires from LICENSEE or an AFFILIATE of LICENSEE one or more PRODUCT LINES
of LICENSED PRODUCTS, where PRODUCT LINE means the exact product being
acquired and all of its configurations, and (2) any person or entity that, in
conjunction with the acquisition of an AFFILIATE licensed under this License
Agreement, also acquires such AFFILIATEs PRODUCT LINE(s) of LICENSED PRODUCTS,
provided (i) the sublicense does not grant rights to the sublicensed person or
entity with respect to any products made, used, or sold, or activities of the
sublicensed person or entity performed, prior to the date of the sublicense,
(ii) the sublicense does not grant rights with respect to any ATM EQUIPMENT
made, used, or sold by the sublicensed person or entity other than the LICENSED
PRODUCTS in the PRODUCT LINE(s) acquired from LICENSEE or any of its
AFFILIATES, (iii) LICENSEE and its AFFILIATES cease production or sale in
North America of the LICENSED PRODUCTS in the acquired PRODUCT LINE(s); and
(iv) the sublicense is granted by a written agreement.  Each sublicense granted by LICENSEE, or an  8


AFFILIATE of LICENSEE, will be in
writing and will include all relevant terms of this License Agreement, and
LICENSEE will provide TELCORDIA with notice of the grant of any sublicense by
LICENSEE or one of its AFFILIATES, the notice including the name of the
sublicensed person or entity, provided that TELCORDIA must keep the existence
and identity of the sublicensed person or entity confidential.    A sublicensee may assign the sublicense it
has received pursuant to this Section 2.2(a) to a successor in interest to the
entire PRODUCT LINE(s), and each successor in interest may assign its
sublicense to a subsequent successor in interest to the entire PRODUCT LINE(s).  (b)If LICENSEE grants
a sublicense to a party identified in Appendix B in conjunction with the sale
to that party of a PRODUCT LINE of LICENSED PRODUCTS, in addition to the
requirements of Section 2.2(a), the sublicense agreement must include a
provision that expressly limits the volume of licensed sales by the sublicensed
party of the LICENSED PRODUCTS in the acquired PRODUCT LINE and IMPROVEMENTS
thereto, in any twelve-month period, to the highest volume of sales of such
LICENSED PRODUCTS by the LICENSEE or AFFILIATE of LICENSEE that disposed of the
PRODUCT LINE in any twelve-month period during the five years immediately
preceding the Effective Date of this Agreement, plus the sublicensed party may
grow the acquired PRODUCT LINE and IMPROVEMENTS thereto under this Agreement at
a rate not to exceed fifteen percent (15%) annually.  However, TELCORDIA agrees that where a
sublicense has been granted to a party identified in Appendix B, TELCORDIA will
negotiate in good faith with that party to arrive at a reasonable royalty rate
to be paid by the sublicensed party with respect to the products it  9


sells in excess of the maximum amount
permitted under this Section.  A
sublicensee may assign the sublicense it has received pursuant to this Section
2.2(b) to a successor in interest to the entire PRODUCT LINE(s), and each
successor in interest may assign its sublicense to a subsequent successor in
interest to the entire PRODUCT LINE(s).  (c)If LICENSEE grants
a sublicense in conjunction with the sale to a person or entity of a PRODUCT
LINE of LICENSED PRODUCTS, in addition to the requirements of Section 2.2(a),
such sublicense agreement must expressly limit the license right to the
specific LICENSED PRODUCTS in the PRODUCT LINE that is sold and IMPROVEMENTS of
the PRODUCT LINE.  IMPROVEMENTS within
the scope of any sublicense may not contain UNLICENSED ATM EQUIPMENT that was
in the possession of the sublicensed person or entity prior to the effective
date of the sublicense.  (d)As of the Effective
Date of this License Agreement, TELCORDIA hereby directly grants to Advanced
Fibre Access Corporation (AFAC) in connection with the conduct by AFAC of the
North American Access business acquired by AFAC from LICENSEE, a paid-up, royalty-free,
worldwide, nonexclusive, and irrevocable license of the same scope and duration
as that granted to LICENSEE and its AFFILIATES in Section 2.1(a) above, subject
to the limitations set forth in Sections 2.1(b), 2.2(a) and 2.2(c) above,
associated with the acquisition by AFAC of LICENSEEs PRODUCT LINE(s) made and
sold by LICENSEEs North American Access business.  Article
IIICovenant Not to Sue  3.1.TELCORDIA covenants
not to sue LICENSEE or its AFFILIATES under any TELCORDIA PATENT (including any
patent or patent application added pursuant to  10


Section 6.3 below) (a) for
infringement based on designing, having designed, making, having made, using,
offering for sale, selling, having sold, leasing, having leased, exporting,
importing, loaning for evaluation or repair purposes, or otherwise disposing of
LICENSED PRODUCTS in accordance with the terms of this License Agreement, (b)
for infringement based on offering for sale, selling, and practicing LICENSED
SERVICES, and (c) for infringement (including direct, induced, or contributory
infringement) of any of the TELCORDIA PATENTS based on (i) the use or operation
by third parties of LICENSED PRODUCTS acquired, directly or indirectly, from
LICENSEE or any of its AFFILIATES, or (ii) the lease, sale, offer for sale, or
other disposal by third parties of LICENSED PRODUCT(s) acquired, directly or
indirectly, from LICENSEE or any of its AFFILIATES, or (iii) the sale, offer
for sale, or practice of LICENSED SERVICES by third parties on behalf of
LICENSEE or any of its AFFILIATES. TELCORDIA also covenants not to sue the
customers (mediate and immediate) of LICENSEE or its AFFILIATES, including
authorized resellers, distributors, and end-users, under any TELCORDIA PATENTS
(including any patent or patent application added pursuant to Section 6.3
below) for the customers use, sale, offer for sale, export, import, or other
disposal of the LICENSED PRODUCTS(s) manufactured and sold or distributed in
accordance with this License Agreement by or for LICENSEE or any of its
AFFILIATES, provided, however, that TELCORDIA may assert TELCORDIA PATENTS
where such customers employ LICENSED PRODUCTS in ATM networks in combination
with ATM EQUIPMENT that is not licensed by TELCORDIA to practice any invention
covered by one or more claims of a TELCORDIA PATENT.  For the sake of clarity, in the event  11


TELCORDIA asserts a TELCORDIA PATENT
against a customer who uses LICENSED PRODUCTS in combination with UNLICENSED
ATM EQUIPMENT, TELCORDIA will not seek damages for the use of, nor will it seek
to enjoin the use of, the LICENSED PRODUCTS.  Article IVRelease for Past Infringement  4.1.(a)In consideration of
TELCORDIAs receipt of the payment made to it by LICENSEE under Paragraph 1 of
the Settlement Agreement, TELCORDIA, on behalf of itself and its parents,
subsidiaries, and AFFILIATES, and its and their officers, directors, agents,
employees, successors, and assigns, forever releases and discharges LICENSEE
and its present and former parents, subsidiaries, and AFFILIATES, and its and
their officers, directors, agents, employees, successors, and assigns, from all
past and present claims, liabilities, or damages of whatever form, known or
unknown, matured or unmatured, based in any way on any of the TELCORDIA PATENTS
(including any patent or patent application added pursuant to Section 6.3
below), as well as all continuations, divisions, or continuations-in-part of
any application on which any such patent is based, all patents issuing from any
of the foregoing applications, all reissues of the foregoing patents, and all
foreign patent and patent applications corresponding to any of the foregoing,
that occurred before the Effective Date of this License Agreement.  In consideration of TELCORDIAs receipt of
the payment made to it by LICENSEE under Paragraph 1 of the Settlement
Agreement, TELCORDIA, on behalf of itself and its parents, subsidiaries, and
AFFILIATES, and its and their officers, directors, agents, employees,
successors, and assigns, forever releases and discharges LICENSEEs  12


resellers, distributors, and
customers (mediate and immediate) from all past and present claims, liabilities,
or damages of whatever form, known or unknown, matured or unmatured, based in
any way on any of the TELCORDIA PATENTS (including any patent or patent
application added pursuant to Section 6.3 below), as well as all continuations,
divisions, or continuations-in-part of any application on which any such patent
is based, all patents issuing from any of the foregoing applications, all
reissues of the foregoing patents, and all foreign patent and patent
applications corresponding to any of the foregoing, due to the manufacture,
importation, use, lease, sale, or offering to sell of any MARCONI PRODUCT that
was manufactured, imported, leased, sold, or first put into use by LICENSEE or
any of its AFFILIATES before the Effective Date of this License Agreement.  The release provided in this Section also
applies to all claims and counterclaims that were asserted or could have been
asserted against LICENSEE in the infringement actions dismissed pursuant to the
Settlement Agreement (the Infringement Actions).  (b)In
consideration of TELCORDIAs receipt of the payment made to it by LICENSEE
under Paragraph 1 of the Settlement Agreement, TELCORDIA, on behalf of itself
and its parents, subsidiaries, and AFFILIATES, and its and their officers,
directors, agents, employees, successors, and assigns, forever releases and
discharges (1) LICENSEE and its present and former parents, subsidiaries,
and AFFILIATES, and its and their officers, directors, agents, employees,
successors, assigns, and customers, (2) RFL Electronics, Inc., with
offices at 353 Powerville Road, Boonton Township, NJ 07005, and its present and
former parents, subsidiaries, and AFFILIATES, and its and  13


their officers, directors, agents, employees, successors, assigns, and
customers, and (3) Positron Technologies Inc. and Positron, Inc., with
offices at 5101 Rue Buchan, Montreal, Quebec H4P 2R9, and their present and
former parents, subsidiaries, and AFFILIATES, and each of their officers,
directors, agents, employees, successors, assigns, and customers, from all past
and present claims, liabilities, or damages of whatever form, known or unknown,
matured or unmatured, based in any way on U.S. Patent No. 4,835,763 (the 763
patent), as well as all continuations, divisions, or continuations-in-part of
the application on which the 763 patent is based, all patents issuing from any
of the foregoing applications, all reissues of the 763 patent or any patent
issuing from any of the foregoing applications, and all foreign patent and
patent applications corresponding to any of the foregoing, that occurred before
the Effective Date of this License Agreement, but only to the extent such
claims, liabilities, or damages are made or asserted against product(s) and/or service(s)
covered by the rights and licenses granted in the Intellectual Property
License and Asset Sale Agreement between LICENSEE, Marconi Communications
Optical Networks Corp., and Positron, Inc., effective March 14, 2003 (the Positron
Agreement).  Further, in consideration
of TELCORDIAs receipt of the payment made to it by LICENSEE under Paragraph 1
of the Settlement Agreement, TELCORDIA, on behalf of itself and its parents,
subsidiaries, and AFFILIATES, and its and their officers, directors, agents,
employees, successors, and assigns, forever releases and discharges the
customers (mediate and immediate) of (1) LICENSEE or any of its
AFFILIATES, (2) RFL Electronics, Inc., with offices at 353 Powerville Road,
Boonton Township, NJ 07005, and (3) Positron Technologies Inc. and  14


Positron, Inc., with offices at 5101 Rue Buchan, Montreal, Quebec H4P
2R9, from all claims, liabilities, or damages of whatever form, known or
unknown, matured or unmatured, based in any way on U.S. Patent No. 4,835,763 (the
763 patent), as well as all continuations, divisions, or
continuations-in-part of the application on which the 763 patent is based, all
patents issuing from any of the foregoing applications, all reissues of the 763
patent or any patent issuing from any of the foregoing applications, and all
foreign patent and patent applications corresponding to any of the foregoing,
where any of the claims, liabilities, or damages are based on the use or
purchase on or after the Effective Date of this License Agreement of a product
sold, leased, or otherwise provided to such a customer, indirectly or directly,
by any entity covered by items (1), (2), and/or (3) of this sentence, but only
to the extent such claims, liabilities, or damages are made or asserted against
product(s) and/or service(s) covered by the rights and licenses granted in the
Positron Agreement.  4.2.With respect to any
sublicenses granted in accordance with Section 2.2, in no event will the
sublicensed person or entity be released from any liability arising from the
manufacture, importation, use, lease, sale, or offering for sale of devices, or
practice of methods, prior to the effective date of the sublicense agreement.  15


Article VLICENSEEs Acknowledgements  5.1.LICENSEE
acknowledges:  (a) that
this License Agreement will not become effective until LICENSEE has paid
TELCORDIA a total of twenty-one million U.S. dollars ($21,000,000) in the
manner provided in Paragraph 1 of the Settlement Agreement; and  (b) that
the consideration for LICENSEEs agreement to pay TELCORDIA this amount
($21,000,000) includes the settlement and dismissal with prejudice of the
Infringement Actions as well as the rights granted to LICENSEE and its
AFFILIATES under this License Agreement (including, but not limited to, the
license rights, covenant not to sue, and release provided in Articles II to IV
of this License Agreement).  Article VIDisclaimer, Limited Warranty, 
Limitation of Liability  6.1.Nothing contained
in this License Agreement shall be construed as:  (a)requiring TELCORDIA
to maintain any TELCORDIA PATENT in force (although TELCORDIA agrees to notify
LICENSEE on or before the first day of each calendar year of any TELCORDIA
PATENT abandoned or declared invalid during the preceding year);  (b)a warranty or
representation by TELCORDIA as to the validity or scope of any TELCORDIA
PATENT;  (c)a warranty or
representation by TELCORDIA that any manufacture, offer for sale, sale, lease,
use, or importation of LICENSED PRODUCTS,  16


or performance of LICENSED SERVICES,
will be free from infringement of patents or other intellectual property rights
other than the TELCORDIA PATENTS (although TELCORDIA will notify LICENSEE if
any TELCORDIA patent is declared invalid);  (d)any agreement by or
obligation on either Party to bring or prosecute actions or suits against third
parties for infringement;  (e)conferring any
right to use, in advertising, publicity, or otherwise, any name, trade name,
trademark, or service mark of either Party, or any contraction, abbreviation,
or simulation thereof;  (f)an obligation on
either Party to furnish any information or services;  (g)conferring by
implication, estoppel, or otherwise any license or other right under any patent
or other intellectual property rights, except as expressly granted herein
(meaning that, among other things, no license is being granted under any patent
except the TELCORDIA PATENTS, and no license is being granted for any product
other than a LICENSED PRODUCT, or for any service other than a LICENSED
SERVICE);  (h)any arrangement or
understanding that either Party will make any purchase, lease, examination, or
test of, or give any approval with respect to, any product, including ATM
EQUIPMENT; or  (i)an obligation on
TELCORDIA to make any determination as to the applicability of any TELCORDIA
PATENT to any product, including ATM EQUIPMENT, or to any service.  17


6.2.(a)TELCORDIA warrants
(i) that it owns exclusive title in and to the TELCORDIA PATENTS (including any
patent or patent application added pursuant to Section 6.3 below), (ii) that,
to the best of TELCORDIAs knowledge after reasonable inquiry, Appendix A
contains all patent and patent applications owned by TELCORDIA or its
AFFILIATES as of the Effective Date that claim ATM EQUIPMENT or ATM method(s)
or process(es), and (iii) that it has the right to enter into this License
Agreement and to grant the licenses granted in this License Agreement.  (b)LICENSEE warrants
that it has the right to enter into this License Agreement.  (c)TELCORDIA makes no
representations, extends no warranties of any kind other than those set forth
in Section 6.2(a), and assumes no responsibility or liability whatsoever with
respect to the manufacture, offer for sale, sale, lease, use, or importation of
any LICENSED PRODUCT or any portion thereof, or to the performance of any
LICENSED SERVICE.  (d)THE FOREGOING
WARRANTIES ARE IN LIEU OF ALL OTHER WARRANTIES, EITHER EXPRESS OR IMPLIED,
INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND
FITNESS FOR ANY PARTICULAR PURPOSE, EVEN IF TELCORDIA OR LICENSEE HAS BEEN MADE
AWARE OF SUCH PURPOSE, AND THE WARRANTY AGAINST INFRINGEMENT OF THIRD PARTY
PATENTS OR OTHER INTELLECTUAL PROPERTY RIGHTS.  18


(e)IN NO EVENT SHALL
EITHER PARTY BE LIABLE FOR ANY INDIRECT DAMAGES, INCLUDING ANY LOST PROFITS OR
OTHER INCIDENTAL OR CONSEQUENTIAL DAMAGES OR SPECIAL DAMAGES, ARISING OUT OF
THIS LICENSE AGREEMENT, INCLUDING THE USE OR INABILITY TO USE ANY ATM EQUIPMENT
OR ANY TELCORDIA PATENT. EXCEPT FOR ANY WILLFUL BREACH OF SECTION 2.1 ABOVE,
NEITHER PARTYS LIABILITY UNDER THIS LICENSE AGREEMENT, IF ANY, SHALL EXCEED
THE PAYMENT RECEIVED PURSUANT TO PARAGRAPH 1 OF THE SETTLEMENT AGREEMENT.  6.3TELCORDIA will
consider any request by LICENSEE or any of its AFFILIATES to add to Appendix A
other patents or patent applications claiming ATM EQUIPMENT or ATM method(s) or
process(es) owned by TELCORDIA or any of its AFFILIATES as of the Effective
Date.  If it receives such a request,
TELCORDIA will determine, acting promptly and in good faith, whether the patent
or patent application in question should have been included in Appendix A, and
will promptly notify LICENSEE and PLC whether the patent or patent application
will be added to Appendix A.  TELCORDIA
also agrees that, even without a request by LICENSEE or any of its AFFILIATES,
it has an affirmative duty to ensure that Appendix A includes all patent and
patent applications owned by TELCORDIA or any of its AFFILIATES as of the
Effective Date that claim ATM EQUIPMENT or ATM method(s) or process(es).  Accordingly, if TELCORDIA discovers at any
time that a patent or patent application should have been included in Appendix
A, but was mistakenly or otherwise omitted,  19


TELCORDIA will promptly add the patent
or patent application to Appendix A and promptly notify LICENSEE and PLC of the
addition.  LICENSEE understands that the
only patents and patent applications covered by this Section are those that
should have been included but were mistakenly or otherwise omitted, and also
that TELCORDIA will have no obligation to add to Appendix A any patents that do
not claim ATM EQUIPMENT or ATM method(s) or process(es).  Article VIIPatent Marking, Agreement Not to Challenge  7.1.LICENSEE shall
mark, and PLC will cause LICENSEEs AFFILIATES to mark, all LICENSED PRODUCTS
made, offered for sale, sold, leased, imported, or put into use in the U.S.
with the numbers of the applicable TELCORDIA PATENT(s) in accordance with
applicable U.S. laws.  For the avoidance
of doubt, LICENSEE and its AFFILIATES may mark manuals or product literature
accompanying LICENSED PRODUCTS under circumstances where such marking is
legally sufficient.  7.2.(a)LICENSEE will not
challenge or cause to be challenged, directly or indirectly, and PLC will cause
LICENSEEs AFFILIATES not to challenge or cause to be challenged, directly or
indirectly, the validity or enforceability of any TELCORDIA PATENT in any court
or tribunal (including, but not limited to, the District Court for the District
of Delaware and the United States Patent and Trademark Office).  (b)LICENSEE
acknowledges and agrees that the payment required under Paragraph 1 of the
Settlement Agreement must be made, and that reimbursement of that payment
cannot be sought, regardless of any subsequent holding of invalidity or
unenforceability of any TELCORDIA PATENT.  20


Article VIIITerm, Waiver of Breach  8.1.This License
Agreement shall become effective on the Effective Date and shall endure until
the expiration of the last to expire of the TELCORDIA PATENTS.  8.2.No waiver of any
breach of, or default under, this License Agreement shall constitute a waiver
of any prior, concurrent, or subsequent breach of, or default under, this License
Agreement, and no waiver shall be effective unless made in writing and signed
by an authorized representative of the Party against whom the waiver is sought
to be enforced.  Article IXAFFILIATES and Sublicensed Persons or
Entities  9.1.PLC will be responsible
for ensuring that any AFFILIATE of LICENSEE exercising any right under this
License Agreement complies with the terms and conditions of this License
Agreement.  9.2.LICENSEE
understands that the rights granted in this License Agreement to any sublicensed
person or entity as part of any sublicense agreement granted pursuant to
Section 2.2 of this License Agreement are conditioned upon the agreement of the
sublicensed person or entity to abide by the applicable terms of the License
Agreement, and that no sublicensed person or entity will receive any rights
under this License Agreement until the sublicensed person or entity has (a)
agreed in writing to be bound by all of the License Agreements terms that
apply either to sublicenses or to sublicensed persons or entities (including,
but not limited to, Sections 2.2, 4.2, 7.1, and 
7.2(a) (provided that a sublicensee is bound by Section 7.2(a) only as
to acquired PRODUCT LINE(s) and may challenge the validity and enforceability
of any TELCORDIA PATENT  21


that TELCORDIA asserts against any
other product or any service of the sublicensee)), and (b) a copy of that
written agreement has been provided to TELCORDIA.  Article XGeneral Provisions  10.1.Neither this License Agreement nor
the licenses or obligations hereunder shall be assignable or transferable (in
insolvency proceedings, by merger, by operation of law, by purchase, or
otherwise) by LICENSEE or its AFFILIATES, except as otherwise provided herein, without
the prior written consent of TELCORDIA, which consent will not be unreasonably
withheld or delayed.  Notwithstanding the
preceding sentence, LICENSEE, without prior approval of TELCORDIA, may assign
this License Agreement to a successor in interest to the entire, or
substantially the entire, business related to ATM EQUIPMENT of LICENSEE and its
AFFILIATES.  Any such assignment shall
not expand the scope of the license granted, and the assignees license rights
will be limited to the products of the LICENSEE and its AFFILIATES that are
part of the assigned business and IMPROVEMENTS of such products, provided,
however, that such IMPROVEMENTS may not contain any UNLICENSED ATM EQUIPMENT
that was in existence as of the effective date of the assignment.  Any purported assignment or transfer without
such written consent, other than as set forth above, shall be void.  In no event, however, shall the release
granted in Article IV of this License Agreement run in favor of any person,
corporation, or entity other than LICENSEE and its AFFILIATES, except to the
extent a sublicense is granted pursuant to Section 2.2, in which case the
release granted in Article IV will run in favor of the sublicensed person or
entity solely with  22


respect to the acquired PRODUCT LINE
(pursuant to Section 2.2(a)(1)) or solely with respect to the acquired
AFFILIATE (pursuant to Section 2.2(a)(2)).  10.2.If TELCORDIA assigns, transfers, or
conveys title to any TELCORDIA PATENT to any third party, TELCORDIA will advise
such third party that the TELCORDIA PATENT is subject to the rights granted in
this License Agreement.  10.3.Neither Party shall, without written
permission of the other Party, use in advertising, publicity, packaging, labeling,
or otherwise any trade name, trademark, trade device, service mark, symbol, or
other identification, abbreviation, contraction, or simulation thereof
associated with the other Party to identify its products or services.  10.4.Any notice
pursuant to this License Agreement shall be in writing, shall be made by one of
the following methods, and shall be deemed given as indicated:  (a) by hand delivery or facsimile, in which
case notice will be deemed given on the date of hand delivery or facsimile; (b)
by overnight courier, in which case notice will be deemed given one (1) day
after the date it was sent; and (c) by registered or certified mail
(return-receipt requested, postage-prepaid), in which case notice will be
deemed given ten (10) days after the date it was mailed.  The following addresses and facsimile numbers
shall be used:  TELCORDIA address:
  
  Mr. Joseph GiordanoCorporate Vice PresidentDeputy General CounselTelcordia Technologies, Inc.One Telcordia DriveRRC5J100Piscataway, NJ 08854TELCORDIAs facsimile:
  
  (732) 336-6005  23


LICENSEEs address:
  
  Marconi Communications, Inc.General Counsel-Americas3000 Marconi DriveWarrendale, PA 15086LICENSEEs facsimile:
  
  724-742-7654PLCs address:
  
  Marconi Corporation plcGeneral Counsel/Company Secretary34 Grovesnor SquareLondon W1K 2HDUnited KingdomPLCs facsimile:
  
  44-207-409-7748  Either
Party hereto may change its address or facsimile number by providing written
notice to the other Party pursuant to this Section.  10.5.There may be countries in which
LICENSEE may have, as a consequence of this License Agreement, rights against
infringers of any TELCORDIA PATENT. 
LICENSEE hereby expressly waives any such right it may have by reason of
the infringement or alleged infringement of any such TELCORDIA PATENT.  10.6.If any provision or portion of a
provision of this License Agreement shall be held invalid or unenforceable, the
remainder of this License Agreement shall not be affected thereby and the
remaining terms shall continue in effect and be binding on the Parties,
provided such invalid provision or portion is not a material right or
obligation under this License Agreement.  10.7.This License Agreement (a) is binding
upon the Parties only on and after its Effective Date, and (b) with the
Settlement Agreement, sets forth the entire agreement and understanding between
the Parties as to the subject matter hereof and merges all prior discussions
between them.  None of the Parties shall
be bound by any warranties,  24


understandings, or representations
with respect to such subject matter, other than as expressly provided in this
License Agreement or as set forth on or subsequent to the execution of this
License Agreement in a writing signed by an authorized representative of the
Party to be bound by the writing.  This
License Agreement may not be amended except in a writing signed by all the
Parties.  10.8.The construction and performance of
this License Agreement shall be in accordance with the law of the State of
Delaware, without regard to its conflict of laws principles.  10.9.Except as provided in this License
Agreement and the Settlement Agreement, this License Agreement, the Settlement
Agreement, and any drafts of either Agreement (the Confidential Information)
shall be kept confidential by the Parties and their counsel, unless compelled
by law to disclose them.  In the event
that either Party is required by law to disclose any part of the Confidential
Information (including in filings required by federal, state, or other
government laws), or compelled by subpoena or other legal process to disclose
Confidential Information, the Party so required to disclose shall promptly
provide notice to the other Party so that it may seek an appropriate protective
order and/or waive compliance with this confidentiality provision.  The requirement of notice to the other Party
will not apply to any obligation on TELCORDIA or LICENSEE or any of LICENSEEs
AFFILIATES to report the settlement in any regulatory filing.  Nor shall the notice requirements apply to
disclosures to any accountants, advisors, or purchasers, provided that the
Party making such disclosures seeks confidential treatment  25


by the recipient to the extent
available.  Each Party may disclose this
License Agreement to its AFFILIATES, subject to their agreement to the terms of
this Section.  In Witness Whereof, each of the
Parties has caused this License Agreement to be executed in duplicate originals
by its duly authorized representatives on the respective dates entered below.  SIGNATORIES  For
  TELCORDIA TECHNOLOGIES, INC.:By:Name:Title:Date:For
  MARCONI COMMUNICATIONS, INC.:By:Name:Title:Date:For
  MARCONI CORPORATION PLC:By:Name:Title:Date:  26


APPENDIX A TO LICENSE AGREEMENT  List
of Telcordias Issued U.S. ATM Patents and Pending US ATM Patent
Applications and Associated Foreign Counterpart Applications  US Patent 4,706,080 Issued:  November 10, 1987 Interconnection
of Broadcast Networks Foreign Filing
Status:  Issued in Canada, Germany,
France, United Kingdom, Japan  US Patent 4,740,954 Issued:  April 26, 1988 Multicast Routing Algorithm Foreign Filing
Status:  None  US Patent 4,748,658 Issued:  May 31, 1988 Architecture
for Allocating Resources in a Telecommunications Network Foreign Filing
Status:  None  US Patent 4,761,780 Issued:  August 2, 1988 Enhanced Efficiency
Batcher-Banyan Packet Switch Foreign Filing
Status:  Issued in Canada  US Patent 4,788,721 Issued:  November 29, 1988 Routing of Network Traffic Foreign Filing
Status:  Canada, Japan, Austria, Belgium,
Switzerland and Liechtenstein, Germany, France, United Kingdom, Italy,
Luxembourg, Netherlands, Sweden  US Patent 4,797,880 Issued:  January 10, 1989 Non-Blocking, Self-Routing Packet
Switch Foreign Filing
Status:  None  US Patent 4,813,038 Issued:  March 14, 1989 Non-Blocking Copy Network for
Multicast Packet Switching Foreign Filing
Status:  Issued in Canada, Germany,
France, United Kingdom, Italy  US Patent 4,817,084 Issued:  March 28, 1989 Batcher-Banyan Packet Switch with
Output Conflict Resolution Scheme Foreign Filing
Status:  None  APPENDIX B TO LICENSE AGREEMENT
CONFIDENTIALRESTRICTED ACCESS  1


US Patent 4,819,226 Issued:  April 4, 1989 Framer
Circuit for Use in a DTDM Network Foreign Filing
Status:  None  US Patent 4,833,671 Issued:  May 23, 1989 DTDM
Multiplexing Circuitry Foreign Filing
Status:  None  US Patent 4,833,673 Issued:  May 23, 1989 Time
Division Multiplexer for DTDM Bit Streams Foreign Filing
Status:  None  US Patent 4,855,999 Issued:  August 8, 1989 DTDM
Multiplexer with Cross-Point Switch Foreign Filing
Status:  None  US Patent 4,866,701 Issued:  September 12, 1989 Packet
Switch with Dynamic Allocation of Inputs Foreign Filing Status:
Issued in Canada  US Patent 4,870,641 Issued:  September 26, 1989 Multichannel
Bandwidth Allocation Foreign Filing
Status:  Issued in Canada, Germany,
France, United Kingdom, Italy, Netherlands, Sweden  US Patent 4,893,304 Issued:  January 9, 1990 Broadband
Packet Switch with Combined Queuing Foreign Filing
Status:  Issued in Canada  US Patent 4,893,306 Issued: January 9, 1990 Method and Apparatus For
Multiplexing Circuit and Packet Traffic Foreign Filing
Status:  None  US Patent 4,910,730 Issued:  March 20, 1990 Batcher-Banyan
Network Foreign Filing
Status:  None  2


US Patent 4,931,941 Issued:  June 5, 1990 Adaptive Routing of Network
Traffic Foreign Filing
Status:  Issued in Canada, Germany,
France, United Kingdom, Japan  US Patent 4,961,188 Issued:  October 2, 1990 Synchronous Frequency Encoding
Technique forClock Timing Recovery in a Broadband Network Foreign Filing
Status:  None  US Patent 5,007,070 Issued:  April 9, 1991 Service Clock Recovery Circuit Foreign Filing
Status:  None  US Patent 5,034,946 Issued:  July 23, 1991 Broadband Concentrator for Packet
Switch Foreign Filing
Status:  None  US Patent 5,043,980 Issued:  August 27, 1991 Switching Cell for Packet Switching
Network Foreign Filing
Status:  None  US Patent 5,050,161 Issued:  Sept 17, 1991 Congestion Management Based on
Multiple Framing Strategy Foreign Filing
Status:  Issued in Canada, Japan, Germany  US Patent 5,050,162 Issued:  Sept 17, 1991 Congestion Free Packet Network Foreign Filing
Status:  Issued in Canada, Germany,
France, Japan, United Kingdom, Netherlands  US Patent 5,121,383 Issued:  June 9, 1992 Duration Limited Statistical
Multiplexing in Packet Networks Foreign Filing
Status:  None  US Patent 5,124,978 Issued:  June 23, 1992 Grouping Network Based Non-Buffer
Statistical Multiplexor Foreign Filing
Status:  None  3


US Patent 5,128,932 Issued:  July 7, 1992 Traffic Flow Control and Call
Set-Up in Multi-Hop Broadband Networks Foreign Filing
Status:  None  US Patent 5,130,976 Issued:  July 14, 1992 Batcher and Banyan Switching
Elements Foreign Filing
Status:  None  US Patent 5,130,984 Issued:  July 14, 1992 Large Fault Tolerant Packet
Switch Particularly Suited for Asynchronous Transfer Mode (ATM) Communication Foreign Filing
Status:  None  US Patent 5,142,570 Issued:  August 25, 1992 Routing of Network Traffic Using
Discrete Traffic Measurement Data Foreign Filing
Status:  Issued in Canada,  Japan, France, United Kingdom  US Patent 5,148,428 Issued:  September 15, 1992 Modular Architecture for Very
Large Packet Switch Foreign Filing
Status:  None  US Patent 5,157,654 Issued:  Oct. 20, 1992 Technique for Resolving Output
Port Contention in a High Speed Packet Switch Foreign Filing
Status:  None  US Patent 5,166,926 Issued:  November 24, 1992 Packet Address Look-Ahead
Technique for Use in Implementing a High Speed Packet Switch Foreign Filing
Status:  None  US Patent 5,179,552 Issued:  January 12, 1993 Crosspoint Matrix Switching
Element for a Packet Switch Foreign Filing
Status:  None  US Patent 5,191,578 Issued:  March 2, 1993 Packet Parallel Interconnection
Network Foreign Filing
Status:  None  4


US Patent 5,197,064 Issued:  March 23, 1993 Distributed Modular Packet Switch
Employing Recursive Partitioning Foreign Filing
Status:  None  US Patent 5,204,882 Issued:  April 20, 1993 Service Clock Recovery for
Variable Bit Rate Services Foreign Filing Status:  None  US Patent 5,206,856 Issued:  April 27, 1993 Routing of Network Traffic Foreign Filing
Status:  None  US Patent 5,220,664 Issued:  June 15, 1993 Merging Network with Three or
More Simultaneous Inputs Foreign Filing
Status:  None  US
Patent RE36,633 (Reissue of US Patent 5,260,978) Issued:
March 28, 2000 Synchronous
Residual Time Stamp for Timing Recovery in a Broadband Network Foreign
Filing Status:  None  US
Patent Application 09/292,668 Filed:
April 16, 1999 Synchronous Residual Time Stamp
for Timing Recovery in a Broadband Network Foreign
Filing Status:  None  US
Patent 5,278,828 Issued:  January 11, 1994 Method and System for Managing
Queued Cells Foreign Filing
Status:  None  US Patent 5,291,477 Issued:  March 1, 1994 Method and System for Multicast
Routing in an ATM Network Foreign Filing
Status:  None  US Patent 5,301,055 Issued:  April 5, 1994 Scheduler for Multicast Cell
Transmission Foreign Filing
Status:  None  5


US Patent 5,301,333 Issued:  April 5, 1994 Tree Structured Variable Priority
Arbitration Implementing a Round Robin Scheduling Policy Foreign Filing
Status:  None  US Patent 5,303,078 Issued:  April 12, 1994 Apparatus and Method for Large
Scale ATM Switching Foreign Filing
Status:  None  US Patent 5,313,579 Issued:  May 17, 1994 B-ISDN Sequencer Chip Device Foreign Filing
Status:  None  US Patent 5,319,638 Issued:  June 7, 1994 Link by Link Congestion Control
For Packet Transmission Systems Foreign Filing
Status:  None  US Patent 5,327,552 Issued:  July 5, 1994 Method and System for Correcting
Routing Errors Due to Packet Deflections Foreign Filing
Status:  None  US Patent 5,331,637 Issued:  July 19, 1994 Multicast Routing Using Core
Based Trees Foreign Filing
Status:  None  US Patent 5,343,465 Issued:  August 30, 1994 Method and System For Real Time
Burstiness Analysis of Network Traffic Foreign Filing
Status:  None  US Patent 5,353,283 Issued:  October 4, 1994 General Internet Method for
Routing Packets in a Communications Network Foreign Filing
Status:  None  US Patent 5,367,520 Issued:  November 22, 1994 Method and System for Routing
Cells in an ATM Switch Foreign Filing
Status:  None  6


US Patent 5,381,407
Issued:  January 10, 1995 Method and System for Controlling
User Traffic to a Fast Packet Switching System Foreign Filing
Status:  None  US Patent 5,386,413 Issued:  January 31, 1995 Fast Multilevel Hierarchical
Routing Table Lookup Using Content Addressable Memory Foreign Filing Status:  None  US Patent 5,392,402 Issued:  February 21, 1995 Broadband Intelligent
Telecommunications Network and Method Employing a Resource System to Support
Network Services Foreign Filing
Status:  Issued in Canada  US Patent 5,414,707 Issued:  May 9, 1995 Broadband ISDN Processing Method
and System Foreign Filing
Status:  None  US Patent 5,432,783 Issued:  July 11, 1995 System and Method for Providing
Egress Policing for Broadband Virtual Private Networks Foreign Filing
Status:  None  US Patent 5,432,785 Issued:  July 11, 1995 Broadband Private Virtual Network
Service and System Foreign Filing
Status:  None  US Patent 5,469,433 Issued:  November 21, 1995 System for the Parallel Assembly
of Data Transmissions in a Broadband Network Foreign Filing
Status:  Pending in Canada, Japan,
Germany, Spain, France, United Kingdom, Italy, Netherlands  US Patent 5,487,072 Issued:  January 23, 1996 Error Monitoring Algorithm for
Broadband Signaling Foreign Filing
Status:  None  US Patent 5,533,009 Issued:  July 2, 1996 Bandwidth Management and Access
Control for an ATM Network Foreign Filing
Status:  Pending in Canada, Japan, Korea,
Malaysia, Singapore, Taiwan, Germany, France, United Kingdom, Italy,
Netherlands, Sweden  7


US Patent 5,537,446 Issued:  July 16, 1996 Smoothing Delay Sensitive Traffic
Offered to Asynchronous Transfer Mode Networks Foreign Filing
Status:  None  US Patent 5,539,559 Issued:  July 23, 1996 Apparatus
and Method for Photonic Contention Resolution in a Large ATM Switch Foreign Filing
Status:  None  US Patent 5,539,884 Issued:  July 23, 1996 Intelligent
Broadband Communication System and Method Employing Fast-Packet Switches Foreign Filing
Status:  None  US Patent 5,555,378 Issued:  September 10, 1996 Scheduling Transmission
Multimedia Information in Broadband Networks Using A Token Passing Scheme Foreign Filing
Status:  None  US Patent 5,563,874 Issued:  October 8, 1996 Error Monitoring Algorithm for
Broadband Signaling Foreign Filing
Status:  None  US Patent 5,583,859
Issued:  December 10, 1996Data Labeling Technique for High Performance
Protocol ProcessingForeign Filing Status:  None  US Patent 5,650,993 
Issued:  July 22, 1997Drop From Front of Buffer Policy in Feedback
Networks  
Foreign Filing Status:  Canada  US Patent 5,680,390
Issued:  October 21, 1997Broadband Telecommunications Network and
Method Having Operations Systems Support  
Foreign Filing Status:  None  US Patent 5,777,988Issued:  July 7, 1998System and Method for Equalizing Delay in a
Dynamic Packet Switching Network
Foreign Filing Status:  Canada, Japan,
Europe  8


US Patent 5,793,745
Issued:  August 11, 1998Bundled Protection Switching in a Wide Area
Network
Foreign Filing Status:  Canada  US Patent 6,167,025
Issued:  December 26, 2000Methods and Apparatus for Restoring
Connections in an ATM NetworkForeign Filing Status:  None  US Patent 6,285,722
Issued:  September 4, 2001Method and Apparatus for Variable Bit Rate
Clock RecoveryForeign Filing Status: 
Canada, China, Europe, Indonesia, Japan Singapore, Taiwan  US Patent 6,289,001
Issued:  September 11, 2001System and Method of ATM Proxy Signaling
Foreign Filing Status:  None  US Patent 6,434,116
Issued:  October 13, 2002Method and System for Stabilized Random
Early Detection Using Connection Sampling
Foreign Filing Status:  None  US Patent 6,449,253
Issued:  September 12, 2002Method and System for Dynamic Allocation of
Bandwidth in Asynchronous Transfer Mode (ATM) Switching Systems
Foreign Filing Status:  None  US Patent 6,560,198
Issued:  May 6, 2003Method and System for Stabilized Random
Early Detection Using Packet Sampling
Foreign Filing Status:  None  End of List  9


APPENDIX B TO LICENSE AGREEMENT  Restricted
Sublicense Companies  1.Cisco Systems, Inc. and Subsidiaries  2.Nortel Networks Corporation and
Subsidiaries  3.Lucent Technologies Inc. and Subsidiaries  4.Alcatel SA and Subsidiaries  5.Telefonaktiebolaget LM Ericsson and
Subsidiaries  6.Fujitsu Limited and Subsidiaries  Subsidiaries, for
purposes of this Appendix B to the License Agreement, means any person or
entity that, on or after the Effective Date, manufactures or sells ATM
Equipment and is directly or indirectly controlled by one of the six (6)
companies identified above, where the term control and cognates thereof means
(a) with respect to a corporation, the right to exercise, directly or
indirectly, more than 50% of the voting rights attributable to the shares of
the corporation, or (b) with respect to any person other than a corporation,
the possession, directly or indirectly, of the power to direct or cause the
direction of the management or policies of the person.  1