<PAGE>

                                                                    EXHIBIT 10.2

                                                      Corning License No. L03273

NOTE: Information in this document marked with an "[*]" has been omitted and
filed separately with the Commission. Confidential treatment has been requested
with respect to the omitted portions.

             INTELLECTUAL PROPERTY RIGHTS AGREEMENT BETWEEN CORNING
            INCORPORATED AND AVANEX CORPORATION RELATING TO PHOTONICS

This Intellectual Property Rights Agreement ("IP Agreement") is agreed to and
entered into by and between Corning Incorporated, a New York corporation having
a principal place of business at One Riverfront Plaza, Corning, NY 14831
("Corning") and Avanex Corporation, a Delaware corporation having a principal
place of business at 40919 Encyclopedia Circle, Fremont, CA 94538 ("Avanex").
Hereinafter, these two corporations may be referred to individually as a "Party"
and collectively as "Parties", as the context requires.

The Parties, along with Alcatel Alstrom ("Alcatel"), are parties to a Purchase
Agreement (as defined hereinafter) pursuant to which, among other things, Avanex
is purchasing or otherwise acquiring rights in or to certain assets of Corning
related to business operations of Corning and/or its Subsidiaries, and products
related to those business operations. This IP Agreement is meant to definitively
establish Avanex's and Corning's respective rights regarding the intellectual
property which is included among the assets being purchased or otherwise
acquired.

Therefore, in consideration of the mutual premises recited in this IP Agreement
as well as the associated payments and other consideration recited in the
Purchase Agreement, the Parties agree as follows, to become effective only upon
the Asset Purchase Closing (as defined hereinafter):

1.       DEFINITIONS.

1.1      "ASSET PURCHASE CLOSING" is as defined in the Purchase Agreement.

1.2      "CORNING ASSIGNED COPYRIGHTS" shall mean (i) those registered
         Copyrights and applications for registration of Copyright owned by
         Corning or its Subsidiaries as of the Asset Purchase Closing and which
         are used exclusively in connection with the Corning OCM Products, and
         (ii) unregistered copyrights in the following material owned by Corning
         or its Subsidiaries as of the Asset Purchase Closing and which are used
         exclusively in connection with the Corning OCM Products: product
         schematics, product descriptions, manufacturing instructions, written
         specifications, laboratory notebooks, computer programs and software
         tools, drawings and manuals.

1.3      "CORNING ASSIGNED IP" shall mean collectively the Corning Assigned
         Patents, the Corning Assigned Copyrights and the Corning Assigned
         Trademarks.

1.4      "CORNING ASSIGNED PATENTS" shall mean (a) the Patents listed in Exhibit
         1.4 attached hereto and (b) any Patents owned by Corning or its
         Subsidiaries (but excluding Corning Cable Systems and Technical
         Materials and their respective Subsidiaries) that primarily relate to
         the design, development, assembly, manufacture, production, testing,
         storage,

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                                                      Corning License No. L03273

         transportation or delivery of Corning OCM Products and are filed after
         the date of the signing of the Purchase Agreement until one hundred
         eighty (180) days after the Asset Purchase Closing; provided, however,
         that this clause (b) shall not include (i) any Patents which relate to
         [*], (iii) any Patent acquired from a third party after the Asset
         Purchase Closing, or (iv) any Patents owned by Corning Cable Systems.

1.5      "CORNING ASSIGNED TRADEMARKS" shall mean those trademarks and service
         marks, registered and unregistered, applications and renewals therefor,
         trade names, logos, company names and domain names owned by Corning or
         its Subsidiaries as of the Asset Purchase Closing listed in Exhibit 1.5
         attached hereto.

1.6      "CORNING CABLE SYSTEMS" shall mean the Subsidiary of Corning known as
         Corning Cable Systems LLC and its Subsidiaries which is involved in the
         design, development, assembly, manufacture, production, testing,
         storage, transportation and delivery of (a) products described in the
         definition of Hardware and Equipment, and (b) Cable Products, i.e., (i)
         optical, electrical and composite optical-electrical cables, (ii) cable
         components, (iii) cable installations including, without limitation,
         inside or outside plant or premises networks installations, and (d)
         marine or submarine cables.

1.7      "CORNING COMMERCIALIZED OCM PRODUCTS" shall mean those specific Corning
         OCM Products listed in Exhibit 1.7 attached hereto, which had been
         marketed and sold to the general public as of the Asset Purchase
         Closing.

1.8      "CORNING LICENSED COPYRIGHTS" shall mean those Copyrights and
         copyrightable works, registered and unregistered, and applications for
         registration thereof that are either owned by Corning or its
         Subsidiaries (excluding Corning Cable Systems) or to which Corning or
         its Subsidiaries (excluding Corning Cable Systems) have sublicensing
         rights, and which have been used, but not exclusively, in connection
         with the design, development, assembly, manufacture, production,
         testing, storage, transportation or delivery of Corning OCM Products.
         Notwithstanding the foregoing, Corning Licensed Copyrights shall not
         include any system simulation software.

1.9      "CORNING LICENSED KNOW-HOW" shall mean the proprietary non-patented
         information, inventions and technology that are either owned by Corning
         or its Subsidiaries or to which Corning or its Subsidiaries have
         sublicensing rights (but in each case excluding Corning Cable Systems
         and Technical Materials and their respective Subsidiaries) which as of
         the Asset Purchase Closing was necessary for or used in the design,
         development, assembly, manufacture, production, testing, storage,
         transportation or delivery of Corning OCM Products and was in the
         possession of the employees of either Corning or its Subsidiaries,
         including the contents of invention disclosures or laboratory
         notebooks, computer programs and software tools, drawings, manuals,
         data, trade secrets, manufacturing processes, formulas, testing
         methodologies, designs and samples.

[*] 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.

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                                                      Corning License No. L03273

         Notwithstanding the foregoing, Corning Licensed Know-How shall not
         include technical information (a) owned by Corning Cable Systems or
         Technical Materials or their respective Subsidiaries, or (b) related to
         optical fiber, switching, MEMS (micromechanical systems), VCSEL's
         (vertical cavity surface emitting lasers), [*]. It is understood and
         acknowledged, however, that Corning Licensed Know-How shall include any
         proprietary non-patented information, inventions and technology which,
         as of the Asset Purchase Closing, was necessary for or used in the
         design, development, assembly, manufacture, production, testing,
         storage, transportation or delivery of the Corning Commercialized OCM
         Products and which is delivered to Avanex pursuant to this IP Agreement
         or the Purchase Agreement, that would otherwise be excluded from
         Corning Licensed Know-How by the preceding sentence, unless, to
         Avanex's knowledge or the knowledge of any former Corning employee who
         becomes employed by Avanex subsequent to the Asset Purchase Closing, it
         falls within the exclusions of the preceding sentence.

1.10     "CORNING NON-EXCLUSIVE LICENSED PATENTS" shall mean (a) those Patents
         listed in Exhibit 1.10 attached hereto, (b) all Patents owned by
         Corning or its Subsidiaries (excluding Corning Cable Systems) or to
         which Corning or its Subsidiaries (excluding Corning Cable Systems)
         have sublicensing rights: (i) that are entitled to an effective filing
         date in the period beginning on the signing date of the Purchase
         Agreement and terminating one hundred eighty (180) days after the Asset
         Purchase Closing, and (ii) for which the named inventors were employed
         in the Technical Materials business at the time the invention was
         conceived or first reduced to practice.

1.11     "CORNING SOLELY LICENSED PATENTS" shall mean (a) those Patents (other
         than those listed in Exhibit 1.10) owned by Corning or its
         Subsidiaries, or to which Corning or its Subsidiaries have sublicensing
         rights, as of the date of signing of the Purchase Agreement that,
         although having use for the design, development, assembly, manufacture,
         production, testing, storage, transportation or delivery of Corning OCM
         Products, are usable with, or have application to, other products,
         fields or businesses, and (b) those Patents owned by Corning or its
         Subsidiaries as of the Asset Purchase Closing that relate primarily to
         [*], as well as, in each case, any such Patents (other than those
         included in subsection (b) of Section 1.10 above) that are entitled to
         an effective filing date in the period beginning on the signing date of
         the Purchase Agreement and terminating one hundred eighty (180) days
         after the Asset Purchase Closing. However, this definition shall not
         include any Patents which are: (i) related to [*], (iv) any of the
         Patents listed in Exhibit 1.11a, attached hereto; (v) any Patents
         acquired from a third party after the Asset Purchase Closing, (vi) any
         Patents owned by Corning Cable Systems other than those listed in
         Exhibit 1.11b, or (vii) any Patents for which Corning Cable Systems
         alone has a right to grant sublicensing rights.

[*] 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.

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                                                      Corning License No. L03273

1.12     "CORNING OCM PRODUCTS" shall mean the products of Corning or its
         Subsidiaries that are within the product categories set forth in
         Exhibit 1.12 attached hereto, including any such products under
         development.

1.13     "CORNING THIRD PARTY IP" shall mean the Intellectual Property licensed
         to Corning or its Subsidiaries under a Corning Third Party IP Contract.

1.14     "CORNING TRANSFERRED THIRD PARTY IP CONTRACTS" shall mean all contracts
         set forth in Exhibit 1.14 attached hereto.

1.15     "DIAMOND TURNING" means the business unit of Corning that deals with
         the use of diamond tools, air bearings, stable platforms and precision
         feedback mechanisms to achieve optical quality finishes on various
         materials, including, but not limited to, aluminum, electroless nickel,
         brass, copper and IR (infrared) crystals.

1.16     "DISPERSION COMPENSATION MODULE" means a device, separate from a coated
         or cabled optical fiber and packaged within its own container, intended
         to compensate for the chromatic degradation of an optical signal
         propagating in the optical fiber over a distance greater than 10 km;
         provided, however, that although a Dispersion Compensation Module
         includes dispersion-compensating optical fiber, a
         dispersion-compensating optical fiber by itself shall not be considered
         to be a Dispersion Compensation Module.

1.17     "FIBER SUPPLY AGREEMENT" means that certain Fiber Supply Agreement
         entered into by Corning and Avanex under which Avanex has certain
         obligations to purchase dispersion-compensating optical fiber from
         Corning.

1.18     "HARDWARE & EQUIPMENT" means the business unit of Corning that deals
         with: (a) fiber optic hardware including without limitation fiber optic
         connectors, adapters, the purchase and resale of variable attenuators,
         fixed attenuators, fiber optic cable assemblies, joint wrappers/covers,
         splitters and taps (fused fiber), and filters; (b) cable installations
         including without limitation inside or outside plant, or premises
         networks installations, data, CATV, or telephone network electrical or
         fiber optic joints or terminations including without limitation
         electrical circuit connection or protection, distribution frames and
         components, digital subscriber lines and splitters, housings, network
         interface devices, measurement devices (i.e., OTDRs, hand-held optical
         meters for testing optical circuits such as for wavelength and power
         measurement and optical traffic and throughput and traffic indication,
         fault locators), testers and test units; (c) aerial network
         transmission products including without limitation lashing, fastening,
         jointing, terminating or insulating; (d) splicing equipment including
         without limitation optical fusion splicing equipment; and (e) fiber
         optic hardware and equipment for marine or submarine networks.

1.19     "INTELLECTUAL PROPERTY" shall mean any or all of the following and all
         rights in, arising out of, or associated therewith: (i) Patents, (ii)
         all inventions (whether patentable or not), invention disclosures,
         improvements, trade secrets, proprietary information, know how,

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                                                      Corning License No. L03273

         technology, technical data, and all documentation relating to any of
         the foregoing ("KNOW-HOW"), (iii) all copyrights, copyrights
         registrations and applications for registration thereof ("COPYRIGHTS"),
         (iv) all industrial designs and any registrations and applications
         therefor throughout the world, and (v) all databases and data
         collections and all rights therein throughout the world, and (vi) all
         equivalent rights under the laws of any jurisdiction.

1.20     "PATENT" shall mean any and all forms of patents issued or granted
         anywhere in the world, reissued and reexamined patents, continuations,
         continuations-in-part, divisions and extensions thereof, applications
         therefor and any patents which may issue on such applications, in each
         case which have not been abandoned or expired.

1.21     "PURCHASE AGREEMENT" means that certain Share Acquisition and Asset
         Purchase Agreement, among Avanex, Corning and Alcatel that establishes
         the underlying transaction related to the purchase or acquisition of
         Corning's assets as contemplated by the Parties.

1.22     "AVANEX COMPETITOR" means the entities listed in Exhibit 1.22 and any
         successor to the entities. [*] within every [*] period after the Asset
         Purchase Closing, Avanex may substitute [*] new entities for those
         currently on the list by providing written notice to Corning.

1.23     "SUBSIDIARY" shall mean, when used with respect to any party, any
         corporation or other organization, whether incorporated or
         unincorporated, at least a majority of the securities or other
         interests of which having by their terms ordinary voting power to elect
         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 party or by any one
         or more of its subsidiaries, or by such party and one or more of its
         subsidiaries.

1.24     "TECHNICAL MATERIALS" means the business unit of Corning (including the
         business unit called Photonic Materials) that deals with various
         micromaterials and microlenses suitable for a variety of optical
         components including, but not limited to, lensed fibers, GRIN (gradient
         index) lenses, glass polarizers, optical element-holding devices (i.e.,
         devices for holding, positioning and aligning micromaterials and
         microlenses), fiber arrays, collimator arrays (i.e., functional arrays
         made by combining various holding, positioning and aligning devices and
         lensing technologies included within this definition) and lens arrays.

2.       ASSIGNMENT OF CORNING ASSIGNED PATENTS.

[*] 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.

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                                                      Corning License No. L03273

2.1      At the Asset Purchase Closing, subject to the terms and conditions set
         forth in this IP Agreement, Corning or the applicable Subsidiary shall
         sell, convey, transfer and assign all of Corning's or its Subsidiary's
         right, title and interest in and to the Corning Assigned Patents to
         Avanex or one or more of its designated Subsidiaries, and Avanex or one
         or more of its designated Subsidiaries shall purchase from Corning such
         right, title and interest.

2.2      If, due to the fact that either (a) any Corning Assigned Patent claims
         priority from any Patent retained by Corning or its Subsidiaries or (b)
         any Patent retained by Corning or its Subsidiaries claims priority to
         any Corning Assigned Patent, either Party is impeded in its ability
         either to license a third party under a particular Patent or to assert
         a particular Patent against a third party, the Parties will cooperate
         in good faith with each other to resolve such issue, including one of
         the Parties extending to the other Party a reasonable offer to sell or
         license such Patents needed to resolve such issue. The determination as
         to whether or not any Patent will be sold or licensed and, if so, which
         Party's Patent will be sold or licensed, shall be based on a good faith
         consideration of the relative impact on each Party's respective
         business interests likely to be caused by the transfer of rights in any
         such Patent. In the event that the decision is made to sell, rather
         than to license, a Patent, the selling Party shall retain a license
         under such Patent of appropriate scope, in order to permit the selling
         Party to continue its business operations; provided, however, that such
         scope shall, unless otherwise agreed to by the Parties, be equivalent
         to the rights each Party had in such Patent under this IP Agreement
         prior to the sale.

         If Avanex is a party to a lawsuit pertaining to a Corning Assigned
         Patent and does not request that Corning participate in the management
         and control of such suit, and as the result of litigation against a
         third party for the infringement of such Patent, Avanex obtains a
         recovery (through settlement, order, or judgment) against such third
         party, and a portion of such recovery pertains to acts of infringement
         occurring prior to the execution of this IP Agreement, Avanex shall
         deduct from such recovery Avanex's litigation costs, and shall remit to
         Corning a pro rata share of the remainder of the recovery, based on the
         ratio of the portion of the recovery attributable to such prior acts of
         infringement divided by the total recovery. In any such litigation,
         Corning shall, at the request of Avanex, cooperate in the manner
         outlined in Section 14.1(i).

         If Avanex requests that Corning participate in the management and
         control of the litigation against a third party for the infringement of
         any Corning Assigned Patent and Corning agrees to participate, the
         Parties shall equally share in all external expenses associated with
         the litigation except with respect to any expenses associated with any
         claims in the suit which are ancillary to the Corning Assigned Patent.
         For such expenses, the Party associated with such ancillary claim shall
         bear all those expenses. In such litigations, Corning's consent with
         respect to all matters of management, control, settlement, consent
         judgment, or voluntary final disposition of the litigation will be
         required. Each Party must obtain the other Party's consent to grant to
         the third party alleged infringer or any of its affiliates any license
         or sublicense to the Corning Assigned Patents in suit while such
         litigation is pending. Any recovery attributable to acts of

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                                                      Corning License No. L03273

         infringement prior to the Asset Purchase Closing shall be remitted to
         Corning. If at any time either Party does not wish to incur expenses in
         the litigation with respect to seeking damages for infringement, that
         Party may cease paying expenses and the other Party may continue to
         pursue the litigation at its expense, will receive any and all recovery
         from the litigation, and will retain sole management and control of
         the litigation. The other Party shall continue to cooperate in the
         litigation, however. Avanex or any applicable Subsidiary shall be
         obligated to maintain the Corning Assigned Patents in suit in force
         pending such litigation.

3.       LICENSING OF CORNING ASSIGNED PATENTS.

3.1      Avanex hereby grants to Corning and its Subsidiaries (but only for so
         long as each Subsidiary remains a Subsidiary), a non-exclusive,
         perpetual, worldwide, irrevocable, royalty-free license under the
         Corning Assigned Patents, with the right to sublicense (subject to
         Section 3.2 below), to make, have made, import, use, offer to sell,
         sell, and otherwise dispose of any and all products and services, and
         to practice any method, process or procedure claimed in such Corning
         Assigned Patents, for all purposes, except for the commercial
         manufacture or sale of Corning OCM Products. Such license shall also
         permit Corning and its Subsidiaries to perform research and development
         activities that may relate to the Corning OCM Products and to develop,
         produce, market and sell products other than Corning OCM Products in
         the field of optical communications. Avanex shall not hold Corning
         liable for any claims of direct, indirect or contributory infringement
         of the Corning Assigned Patents arising out of Corning's manufacture or
         sale of products outside the scope of Corning OCM Products.

3.2      (a)      Corning shall have the right to grant sublicenses of the right
                  to use under the Corning Assigned Patents to Corning's or any
                  of its Subsidiaries' customers of products manufactured by or
                  on behalf of Corning or any of its Subsidiaries and sold by
                  Corning or any of its Subsidiaries.

         (b)      Corning shall have the right to grant sublicenses under
                  Corning Assigned Patents only in connection with the grant of
                  a license by Corning to make, have made, use, sell, offer for
                  sale or import products (or products based on Corning's or any
                  of its Subsidiaries' products) resulting from meaningful
                  development activities by Corning or its Subsidiaries, or to
                  practice a method, process or procedure claimed in such
                  Corning Assigned Patents in connection with such products,
                  within the scope of the license granted in Section 3.1 above,
                  under a license agreement with a third party (including, but
                  not limited to, a joint venture formed with a third party, or
                  to establish a contract manufacturer, or to provide contingent
                  manufacturing rights to a customer), but not, for the sake of
                  clarification, in connection with a sale of a business or
                  product line by Corning, which is addressed in Section 15.10.
                  Except as provided in the next paragraph, Corning shall have
                  no right to grant sublicenses under the Corning Assigned
                  Patents as part of (i) Patent portfolio license, (ii) a Patent
                  cross-license, or (iii) any license

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                                                      Corning License No. L03273

                  that grants no other rights than those under Patents, or
                  otherwise in any manner except as specifically set forth
                  above.

         (c)      Notwithstanding the previous paragraph, Corning shall be
                  permitted to sublicense a maximum of fifteen (15) families of
                  Corning Assigned Patents, selected at Corning's sole
                  discretion, without the restrictions of subsections 3.2(b)(i)
                  through (iii).

         (d)      Corning may sublicense a Avanex Competitor under Sections
                  3.2(b) and (c) only if the Patent being sublicensed is being
                  sublicensed outside the field of optical fiber communications.

3.3      Notwithstanding the provisions of Section 3.1 and the noncompetition
         provisions set forth in the Purchase Agreement, Corning and its
         Subsidiaries shall not be precluded in any way from making, having
         made, importing, using, offering to sell, selling or otherwise
         disposing of sub-components, i.e., devices not by themselves capable of
         performing the functional attributes of Corning OCM Products but
         otherwise usable, even exclusively, with Corning OCM Products or
         capable of being combined to form Corning OCM Products, provided that
         such sub-components are not provided to third parties in a kit or other
         form where they could be combined into and sold as Corning OCM Products
         without material design and manufacturing effort by such third parties.

3.4      Neither Avanex nor any of its Subsidiaries shall be required under this
         IP Agreement to maintain any Corning Assigned Patents in force, except
         as provided in Section 2.3.

4.       LICENSING OF CORNING SOLELY LICENSED PATENTS AND CORNING NON-EXCLUSIVE
         LICENSED PATENTS.

4.1      Subject to the provisions of Section 11.1, Corning, for itself and on
         behalf of any applicable Subsidiary, hereby grants to Avanex and its
         Subsidiaries, as sole licensee (but sole only with respect to the
         Corning OCM Products), a perpetual, worldwide, irrevocable,
         royalty-free license under the Corning Solely Licensed Patents, with
         the right to sublicense (but only with respect to the Corning OCM
         Products), to make, have made, import, use, offer to sell, sell, and
         otherwise dispose of Corning OCM Products and to practice any method,
         process or procedure claimed in the Corning Solely Licensed Patents in
         order to make and have made Corning OCM Products; provided, however,
         that such sole license is subject to any rights or licenses granted to
         third parties prior to the date of signing of the Purchase Agreement,
         and subject to restrictions by operation of law with respect to any
         such Patents which are co-owned with a third party (and to the extent a
         co-owner's consent is necessary for such a license, Corning shall make
         good faith efforts, if requested, to procure such rights, but at
         Avanex's expense if any is required). With respect to [*], such license
         shall [*]. With respect to [*], such license [*].

[*] 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.

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                                                      Corning License No. L03273

4.2      Subject to the provisions of Section 11.1, Corning, for itself and on
         behalf of any applicable Subsidiary, hereby grants to Avanex and its
         Subsidiaries, a perpetual, worldwide, non-exclusive, irrevocable,
         royalty-free license under Corning Non-Exclusive Licensed Patents, to
         make (but not have made), import, use, offer to sell, sell, and
         otherwise dispose of Corning OCM Products and to practice any method,
         process or procedure claimed in the Corning Non-Exclusive Licensed
         Patents in order to make Corning OCM Products; provided however, that
         such license is subject to any rights or licenses granted to third
         parties prior to the date of signing of the Purchase Agreement, and
         subject to restrictions by operation of law with respect to any such
         Patents which are co-owned with a third party (and to the extent a
         co-owner's consent is necessary for such a license, Corning shall make
         good faith efforts, if requested, to procure such rights, but at
         Avanex's expense if any is required). In the event that Avanex has a
         third party make, on Avanex's behalf, a product within the scope of any
         Corning Non-Exclusive Licensed Patents, Corning agrees not to sue
         Avanex or its customers under such Corning Non-Exclusive Licensed
         Patents. However, this agreement not to sue shall not waive Corning's
         rights to bring an infringement action against such third party under
         such Corning Non-Exclusive Licensed Patents.

4.3      Notwithstanding the limitation of certain Corning OCM Products to
         applications for transmitting signals in optical fiber [*], Corning,
         for itself any applicable Subsidiary, hereby grants to Avanex and its
         Subsidiaries a perpetual, worldwide, non-exclusive, irrevocable,
         royalty-free license under the Corning Solely Licensed Patents and
         Corning Non-Exclusive Licensed Patents, to make, have made, import,
         use, offer to sell, sell and otherwise dispose of products designed as
         Corning OCM Products for use in transmission in optical fiber for [*],
         and to practice any method, process or procedure claimed in the Corning
         Solely Licensed Patents or the Corning Non-Exclusive Licensed Patents
         in order to make and have made such Corning OCM Products; provided,
         however, that such license is subject to any rights or licenses granted
         to third parties prior to the date of signing of the Purchase
         Agreement, and subject to restrictions by operation of law with respect
         to any such Patents which are co-owned with a third party (and to the
         extent a co-owner's consent is necessary for such a license, Corning
         shall make good faith efforts, if requested, to procure such rights,
         but at Avanex's expense if any is required). Such license shall extend
         to Avanex's customers regardless of whether the customer uses the
         product for optical transmission [*]. Such license shall [*].

4.4      If Avanex learns of the substantial infringement of any Corning Solely
         Licensed Patent in the field that has been solely licensed to Avanex,
         Avanex shall notify Corning in writing of this infringement, and shall
         provide Corning with reasonable evidence of the infringement. Neither
         Party will notify the infringer of the infringement without first
         obtaining the consent of the other Party which consent shall not be
         unreasonably withheld or delayed. Both Parties must use commercially
         reasonable efforts, in cooperation with

[*] 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.

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                                                      Corning License No. L03273

         each other, to resolve such infringement without litigation. Subject to
         the above, Corning hereby grants to Avanex, to the extent permitted by
         law, the exclusive right to prosecute any substantial infringement of
         the Corning Solely Licensed Patents with respect to the manufacture,
         sale or use of a product within the field of Corning OCM Products,
         including acts of infringement occurring prior to the execution of this
         IP Agreement, or defend any declaratory judgment action with respect
         thereto (for the purposes of this Section 4.4, an "ENFORCEMENT
         ACTION"), at its own expense, provided that Avanex shall consult with
         Corning and obtain Corning's approval before taking any action
         (including entering any settlement, consent judgment or other voluntary
         final disposition of any Enforcement Action) that could adversely
         affect any Corning Solely Licensed Patents. If necessary, Corning will
         join such Enforcement Action as a party. Avanex shall retain all of any
         recovery obtained in an Enforcement Action, unless such recovery
         pertains to acts of infringement occurring prior to the execution of
         this IP Agreement. In such a case, Avanex shall deduct from such
         recovery Avanex's litigation costs, and shall remit to Corning a pro
         rata share of the remainder of the recovery (through settlement, order,
         or judgment), based on the ratio of the portion of the recovery
         attributable to such prior acts of infringement divided by the total
         recovery. In any Enforcement Action, Corning shall, at the request of
         Avanex and subject to reimbursement of costs set forth below, cooperate
         in all reasonable respects; make available relevant records, papers,
         information, and the like; and, to the extent reasonably possible, have
         its employees testify when requested. To the extent that Avanex elects
         to prosecute or defend an Enforcement Action, Avanex shall pay all
         Corning's expenses including, but not limited to, attorneys fees and
         court costs for Corning's involvement as a subpoenaed third party or as
         a necessary joined party in any court, alternative dispute resolution,
         or administrative body proceedings, as well as compensation for the
         value of the time of Corning's employees as reasonably required in
         connection with the Enforcement Action.

4.5      After Corning presents evidence of infringement to Avanex sufficient to
         bring a claim for patent infringement, Corning may request, in writing,
         that Avanex initiate an Enforcement Action against the infringement or
         threatened infringement of the Corning Solely Licensed Patents within
         the field of Corning OCM Products. If, within [*] days following
         receipt of such request, Avanex has not initiated an Enforcement Action
         directed at such infringement or threatened infringement, Corning shall
         have the right to initiate an enforcement suit on its own account, and
         at its own expense, and shall retain all of any recovery obtained by
         such suit unless such recovery pertains to acts of infringement
         occurring after the execution of this IP Agreement. In such a case,
         Corning shall deduct from such recovery Corning's litigation costs, and
         shall remit to Avanex a pro rata share of the remainder of the
         recovery, based on the ratio of the portion of the recovery
         attributable to such after-occurring acts of infringement divided by
         the total recovery. Avanex must obtain Corning's consent to grant a
         license to any such infringer with regard to the asserted Patents, once
         Corning has notified the alleged infringer and until any subsequent
         litigation is over.

[*] 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.

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                                                      Corning License No. L03273

4.6      In the event that Avanex wishes to expand the foregoing licenses, the
         Parties will discuss such an expansion and the terms of such an
         expansion; provided that nothing herein will require Corning to agree.

4.7      Neither Corning nor any of its Subsidiaries shall be required under
         this IP Agreement to maintain any Corning Solely Licensed Patents in
         force.

5.       LICENSING OF CORNING LICENSED KNOW-HOW.

5.1      Subject to the provisions of Section 11.1, Corning, for itself and on
         behalf of any applicable Subsidiary, hereby grants Avanex and its
         Subsidiaries (a) as sole licensee (but sole only with respect to the
         Corning OCM Products), a perpetual, worldwide, irrevocable,
         royalty-free license, with the right to sublicense (subject to Section
         5.2 below), to use the Corning Licensed Know-How to design, develop,
         manufacture, have manufactured, assemble, have assembled, test, store,
         transport, deliver, market, sell, support and provide professional
         services with respect to Corning OCM Products and (b) a nonexclusive,
         perpetual, worldwide, irrevocable, royalty-free license, with the right
         to sublicense (subject to Section 5.2 below), to use the Corning
         Licensed Know-How for other purposes; provided, however, that such
         licenses are subject to any rights or licenses granted to third parties
         prior to the date of signing of the Purchase Agreement.

5.2      Avanex shall have the right to grant sublicenses under the Corning
         Licensed Know-How only in connection with the grant of a license by
         Avanex to make, have made, use, sell, offer for sale or import Avanex's
         or any of its Subsidiaries' products or products based on Avanex's or
         any of its Subsidiaries' products within the scope of the license
         granted in Section 5.1 above, in connection with a license agreement
         with a third party (including, but not limited to, a joint venture
         formed with a third party, to establish a contract manufacturer, and to
         provide contingent manufacturing rights to a customer). Avanex shall
         have no right, however, to grant sublicenses under the Corning Licensed
         Know-How to a third party as a bare Know-How license for a new
         application for which Avanex has not had meaningful product development
         activities, or otherwise in any manner except as specifically set forth
         above. Furthermore, Avanex shall not be permitted to sublicense Corning
         Licensed Know-How embodied in and associated with those computer
         programs or software tools listed in Exhibit 5.2.

5.3

         (a)      The following items of Corning Licensed Know-How shall be
         considered delivered upon the Asset Purchase Closing:

                  (i)      Corning Licensed Know-How embodied in tangible and
                           electronic form contained within the facilities to be
                           occupied by Avanex;

                  (ii)     those items of Corning Licensed Know-How within the
                           knowledge of those employees of Corning who become
                           employees of Avanex at the Asset

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<PAGE>

                                                      Corning License No. L03273

                           Purchase Closing and any items constituting or
                           containing Corning Licensed Know-How, in tangible or
                           electronic form, which they bring with them. In
                           connection with the transition of such employees from
                           Corning to Avanex, and consistent with such
                           employees' continuing confidentiality obligations to
                           Corning, Corning shall direct such employees to
                           identify and accumulate such items of Corning
                           Licensed Know-How during the period prior to Asset
                           Purchase Closing.

         (b)      Avanex may, within [*] of Asset Purchase Closing, request in
         writing the delivery of additional specific tangible or electronic
         items of Corning Licensed Know-How that have not already been delivered
         in the manner set forth in Section 5.2(a) and which have been used by
         Corning's employees in connection with Corning OCM Products within [*]
         prior to the Asset Purchase Closing. Corning will copy and deliver such
         requested items, and deliver a copy in tangible or electronic form only
         if i) the requested item already exists within Corning's possession in
         tangible or electronic form; ii) no services other than clerical
         copying or electronic download services are necessary to produce the
         deliverable form of the requested item; iii) the requested item is not
         subject to third party copyright which would restrict Corning's right
         to provide a copy to Avanex for Avanex's use while retaining a copy
         with Corning for Corning's use; and iv) Avanex shall reimburse Corning
         for out-of-pocket copying, electronic download, and delivery expenses.

         (c)      Corning shall have no further obligation under this IP
         Agreement to deliver any specific items of Corning Licensed Know-How to
         Avanex. Furthermore, neither Corning nor its Subsidiaries shall be
         obligated under any provision of this IP Agreement to provide the
         services of any employees or to expend any resources for the purpose of
         transferring any items of Corning Licensed Know-How to Avanex,
         including, but not limited to (a) reducing to tangible form any Corning
         Licensed Know-How not previously available in tangible form, (b)
         providing any oral transfer of Corning Licensed Know-How or (c)
         providing any technical support, consultation, instruction or training
         of Avanex's personnel in how to understand, use or implement such
         Corning Licensed Know-How.

5.4      Each Party agrees, for itself and on behalf of its Subsidiaries, to
         maintain any Corning Licensed Know-How in confidence in accordance with
         the provisions of the confidentiality agreement in Exhibit 5.4,
         attached hereto.

[*] 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.

                                       12
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                                                      Corning License No. L03273

6.       ASSIGNMENT OF CORNING ASSIGNED TRADEMARKS

6.1      At the Asset Purchase Closing, subject to the terms and conditions set
         forth in this IP Agreement, Corning or its applicable Subsidiary shall
         sell, convey, transfer and assign all of Corning's or its Subsidiary's
         right, title and interest in and to the Corning Assigned Trademarks,
         together with all goodwill of the business associated with or
         symbolized by the Corning Assigned Trademarks, to Avanex or one or more
         of its designated Subsidiaries, and Avanex or one or more of its
         designated Subsidiaries shall purchase from Corning such right, title
         and interest.

7.       LICENSING OF CORNING TRADEMARKS

7.1      In order for the Avanex to be able to market, promote, sell or
         distribute any finished goods inventory of the Corning OCM Products
         acquired under the Purchase Agreement, Corning agrees to grant and
         hereby grants, effective as of the Asset Purchase Closing and extending
         not longer than the respective periods of time specified in Sections
         7.6 and 7.7, a non-exclusive, non-transferable, non-sublicensable,
         royalty-free license to use certain trademarks of the Corning or its
         Subsidiaries, solely on, or in connection with, the Corning OCM
         Products. Such trademarks include (a) all trademarks containing the
         name "CORNING" or any variation of the name "CORNING" and (b) the
         "CORNING FLAME" logo (collectively, the "Corning Trademarks").

7.2      The license granted in Section 7.1 shall be limited to the use of the
         Corning Trademarks in the manner in which, and to the extent to which,
         they were in use by Corning as of the Asset Purchase Closing, and shall
         not permit Avanex to expand the use thereof.

7.3      Subject to Section 11.2, Corning agrees to grant and hereby grants,
         effective as of the Asset Purchase Closing, an exclusive,
         non-transferable, non-sublicensable, royalty-free license to use
         Corning's trademark "DCM" solely on, or in connection with, Dispersion
         Compensation Modules.

7.4      Avanex agrees, on behalf of itself and its Subsidiaries (a) to conform
         with all applicable quality standards and usage guidelines established
         by Corning and/or its respective Subsidiaries and provided by Corning
         to Avanex regarding the Corning Trademarks and the DCM trademark and
         the use thereof in connection with the Corning OCM Products or
         Dispersion Compensation Modules, which standards and guidelines shall
         be consistent with those followed by Corning prior to the Asset
         Purchase Closing (b) not to engage in any activities that would
         adversely affect the goodwill associated with the Corning Trademarks or
         the DCM trademark and (c) to permit Corning to monitor and control the
         nature and quality of any products or services provided by Avanex or
         its Subsidiaries under or in connection with the Corning Trademarks or
         the DCM trademark. The form and manner in which the DCM Trademark shall
         be used upon or in connection with Dispersion Compensation Modules, or
         labels, containers, or advertisements therefor shall be consistent with
         the use made by Corning prior to the Asset Purchase Closing.

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<PAGE>

                                                      Corning License No. L03273

7.5      Except to the extent, if at all, that Corning is obligated to indemnify
         Avanex under the Purchase Agreement, Avanex agrees to defend, indemnify
         and hold harmless Corning and its applicable Subsidiaries and their
         respective officers, directors, employees and agents from any and all
         liability and costs arising from third party claims, demands, causes of
         action and judgments, including attorneys' fees and court costs,
         resulting from Avanex's or its Subsidiary's (a) production,
         manufacture, distribution or shipment of Corning OCM Products bearing
         the Corning Trademarks and Dispersion Compensation Modules bearing the
         DCM trademark, (b) use of the Corning Trademarks or the DCM trademark
         for the marketing, promotion, sale or distribution of products other
         than the Corning OCM Products (or Dispersion Compensation Modules, in
         the case of the DCM trademark), or (c) use of the Corning Trademarks or
         the DCM trademark not otherwise in accordance with the license and
         rights granted herein.

7.6      Notwithstanding the license granted in Section 7.1, Avanex shall, as
         soon as is practicable but not more than twelve (12) months after the
         Asset Purchase Closing, modify all Corning OCM Products and associated
         packaging, labeling, labels, brochures and sales aids which bear or
         contain any Corning Trademarks, by use of stickers or other appropriate
         means, which are reasonably calculated to show customers and
         prospective customers of the Corning OCM Products that the ownership
         thereof and responsibility therefor has transferred to Avanex.

7.7      Notwithstanding the license granted in Section 7.1, Avanex shall, as
         soon as is practicable but not more than three (3) months after the
         Asset Purchase Closing, terminate the use of any existing inventories
         of (a) any letterhead stationery, envelopes, business cards, checks,
         invoices, purchase orders, and similar printed materials, and (b)
         signage in or on buildings or vehicles which bear or contain any
         Corning Trademarks.

7.8      Notwithstanding Section 15.10, the licenses of Sections 7.1 and 7.3
         shall not be assignable by Avanex without the express written consent
         of Corning.

8.       ASSIGNMENT OF CORNING ASSIGNED COPYRIGHTS

8.1      At the Asset Purchase Closing, subject to the terms and conditions set
         forth in this IP Agreement, Corning or its applicable Subsidiary (but
         not including Corning Cable Systems or Technical Materials) shall sell,
         convey, transfer and assign all of Corning's, or such Subsidiary's,
         right, title and interest in and to the Corning Assigned Copyrights to
         Avanex or one or more of its designated Subsidiaries, and Avanex or one
         or more of its designated Subsidiaries shall purchase from Corning such
         right, title and interest. Avanex shall ensure that Corning's name
         (including the name in Corning's copyright notice) and trademarks shall
         be deleted from any copies of materials within the scope of the Corning
         Assigned Copyrights provided to third parties, except as may be
         otherwise explicitly permitted under this IP Agreement.

8.2      Avanex hereby grants to Corning, including its Subsidiaries, a
         non-exclusive, perpetual, worldwide, irrevocable, royalty-free license
         under the Corning Assigned Copyrights to

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<PAGE>

                                                      Corning License No. L03273

         copy, modify, make derivative works of, and distribute any printed
         materials in Corning's or its Subsidiaries' possession after the Asset
         Purchase Closing and covered by any Corning Assigned Copyrights, solely
         for purposes other than related to the Corning OCM Products.

9.       LICENSING OF CORNING LICENSED COPYRIGHTS.

9.1      Corning, for itself and on behalf of any applicable Subsidiary, hereby
         grants Avanex and its Subsidiaries (a) as sole licensee (but sole only
         with respect to Corning OCM Products), a perpetual, worldwide,
         irrevocable, royalty-free license (but subject to any royalties owed to
         third parties, which shall be the responsibility of Avanex), under the
         Corning Licensed Copyrights, with the right to sublicense (subject to
         Section 9.2 below), to copy, modify, make derivative works of, and
         distribute any copyrightable materials covered by a Corning Licensed
         Copyright and derivative works thereof made by or for Avanex, and (b) a
         nonexclusive, worldwide, royalty-free, irrevocable, perpetual license,
         under the Corning Licensed Copyrights, with the right to sublicense
         (subject to Section 9.2 below), to copy, modify, make derivative works
         of, and distribute any copyrightable materials covered by a Corning
         Licensed Copyright and derivative works thereof made by or for Avanex,
         for purposes other than those related to the Corning OCM Products. Such
         licenses shall be limited to Corning Licensed Copyrights which
         rightfully come into the possession of Avanex as of the Asset Purchase
         Closing pursuant to the Purchase Agreement.

9.2      Avanex shall have the right to grant sublicenses under the Corning
         Licensed Copyrights only in connection with the grant of a license by
         Avanex to make, have made, use, sell, offer for sale or import Avanex's
         or any of its Subsidiaries' products or products based on those
         products within the scope of the license granted in Section 9.1 above,
         in connection with a license agreement with a third party (including,
         but not limited to, a joint venture formed with a third party, to
         establish a contract manufacturer, and to provide contingent
         manufacturing rights to a customer). Avanex shall have no right,
         however, to grant sublicenses under the Corning Licensed Copyrights to
         a third party as a bare Copyright license for a new application for
         which Avanex has not had meaningful product development activities or
         otherwise in any manner except as specifically set forth above.
         Furthermore, Avanex shall not be permitted to sublicense Corning
         Licensed Copyrights embodied in or associated with those computer
         programs or software tools listed in Exhibit 5.2.

10.      RIGHTS REGARDING CORNING TRANSFERRED THIRD PARTY IP CONTRACTS.

10.1     At the Asset Purchase Closing, subject to the terms and conditions set
         forth in this IP Agreement, Corning or its applicable Subsidiary shall
         sell, convey, transfer and assign all of Corning's or its Subsidiary's
         right, title and interest in and to the Corning Transferred Third Party
         IP Contracts, along with all of Corning's (or its Subsidiary's, as the
         case may be) attendant rights and obligations thereunder, to Avanex or
         one or more of its designated Subsidiaries, and Avanex or one or more
         of its designated Subsidiaries shall purchase from Corning such right,
         title and interest. Avanex, for itself and on behalf of

                                       15
<PAGE>

                                                      Corning License No. L03273

         any applicable Subsidiary, agrees to perform all obligations under any
         Corning Transferred Third Party Contract so assigned or transferred,
         and to execute all documents necessary to effect such assignment or
         transfer. Any third party consents received by Corning from the party
         or parties to any Corning Transferred Third Party IP Contracts shall be
         delivered to Avanex.

10.2     Notwithstanding the various assignments of Corning Transferred Third
         Party IP Contracts to Avanex hereunder, none of the rights thereby
         acquired by Avanex shall in any way preclude Corning or its
         Subsidiaries from designing, producing, using or selling optical fiber.
         To the extent necessary to effectuate this provision, Avanex hereby
         sublicenses and covenants not to sue Corning, its Subsidiaries or any
         of their respective customers under any Corning Third Party IP acquired
         by Avanex pursuant to such assigned Corning Transferred Third Party IP
         Contracts that would otherwise prevent Corning or its Subsidiaries from
         making, having made, importing, using, offering to sell, selling, or
         otherwise disposing of optical fiber.

10.3     Notwithstanding the various assignments of Corning Transferred Third
         Party IP Contracts to Avanex hereunder, such assignments are subject to
         any rights or licenses to the applicable Corning Third Party IP granted
         to third parties prior to the date of signing of the Purchase
         Agreement.

10.4     [*]

11.      RIGHTS REGARDING DISPERSION COMPENSATION MODULES

11.1     With respect to Dispersion Compensation Modules, the licenses of
         Sections 4.1, 4.2 and 5.1 are limited to (a) the assembly of Dispersion
         Compensation Modules and (b) the packaging of optical fiber(s) therein,
         but shall not apply in any way to the making, using or selling of
         dispersion-compensating optical fiber alone. Furthermore, Corning
         agrees not to license third parties with respect to Dispersion
         Compensation Modules under the Corning Solely Licensed Patents (per
         Article 4) or the Corning Licensed Know-How (per Article 5), provided,
         however, that such obligation not to license third parties shall
         terminate in the event that Avanex breaches the quality-related and
         customer satisfaction-related milestones specified in Exhibit 11.1 (i)-
         (iii) attached hereto and fails to cure such breach within ninety (90)
         days of receipt from Corning of notice of such breach, breaches its
         purchase obligations under the Fiber Supply Agreement and fails to cure
         such breach in the manner provided therein, or the Fiber Supply
         Agreement expires or is terminated for any reason other than Corning's
         breach. In the event that the Fiber Supply Agreement is terminated due
         to Corning's breach, Corning's obligation not to license third parties
         shall terminate four years after the Asset Purchase Closing.

[*] 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.

                                       16
<PAGE>

                                                      Corning License No. L03273

11.2     The license to the DCM trademark under Section 7.3 shall terminate if
         Avanex breaches (a) the quality-related and customer
         satisfaction-related milestones (i)-(iii) specified in Exhibit 11.1,
         (b) its purchase obligations under the Fiber Supply Agreement, or (c)
         the quality obligations set forth in Section 7.4 and fails to cure the
         breaches of subsections (a) or (c) within ninety (90) days of receipt
         from Corning of notice of such breach or fails to cure the breach of
         subsection (b) in the manner provided in the Fiber Supply Agreement.
         Avanex shall immediately terminate its use of the DCM trademark upon
         termination of the license for any reason. In the event that Avanex
         fails to satisfy milestone (iv) in Exhibit 11.1, or the Fiber Supply
         Agreement expires or is terminated for reasons other than Avanex's
         breach, then Avanex's license shall become a non-exclusive license in
         the DCM trademark, still subject to the quality obligations set forth
         above.

12.      LIMITATION ON LICENSES.

12.1     Neither Party grants any other licenses, express or implied, to any
         Intellectual Property, except as explicitly stated in this IP
         Agreement.

13.      NO TERMINATION.

13.1     Each Party acknowledges and agrees that the licenses granted under this
         IP Agreement, except where specified otherwise, are perpetual and
         irrevocable, and that its remedy for breach by the other Party of the
         licenses granted to it hereunder or of any other provision hereof,
         shall be to bring a claim to recover damages and to seek appropriate
         equitable relief, other than termination of the licenses granted by it
         in this IP Agreement.

14.      TRANSITION SERVICES.

14.1     (a)      As soon as reasonably practicable after the Asset Purchase
         Closing,Corning and Avanex shall establish a schedule and a process for
         the transfer of files for the Corning Assigned Patents and Corning
         Assigned Trademarks to Avanex. In accordance with the schedule, Corning
         shall transfer to Avanex patent prosecution files, docketing and
         annuity payment schedules in Corning's possession for the Corning
         Assigned Patents and Corning Assigned Trademarks.

         (b)      Corning shall provide the services listed below (hereinafter
         "the Services") to Avanex after Asset Purchase Closing as may be
         reasonably required to effectively transition the management of the
         prosecution and maintenance of the Corning Assigned Patents and Corning
         Assigned Trademarks to Avanex. The Services are:

                           (i)      docketing official actions from patent and
                                    trademark offices and informing Avanex of
                                    such actions;

                           (ii)     preparing responses to official actions
                                    (either by in-house attorneys or through
                                    outside counsel under the direction of
                                    in-house attorneys) in connection with
                                    patent and trademark applications;

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<PAGE>

                                                      Corning License No. L03273

                           (iii)    filing responses and formal papers in patent
                                    and trademark offices (either by in-house
                                    attorneys or through outside counsel under
                                    the direction of in-house attorneys) in
                                    connection with patent and trademark
                                    applications;

                           (iv)     paying maintenance fees on Corning Assigned
                                    Patents and Corning Assigned Trademarks per
                                    direction from Avanex;

                           (v)      maintaining files; and

                           (vi)     physically transferring files to Avanex.

         (c)      In no event will Corning be obligated to provide the Services
         to Avanex for longer than three (3) months from the Asset Purchase
         Closing. In no event will Corning be obligated to expend more than
         eighty (80) hours per month of in-house attorney time for provision of
         the Services. In the event that the Services require more than eighty
         (80) hours per month of in-house attorney time, Corning will apprise
         Avanex of this fact and if necessary ensure that such Services are
         provided through outside counsel, at Avanex's expense. Promptly upon
         the request of Avanex after the Asset Purchase Closing, Corning shall
         provide Avanex with an estimate of Avanex's payments for the Services,
         which estimate is not binding on Corning and is for budgeting purposes
         only.

         (d)      Corning shall use the same standard of care in provision of
         the Services that it uses in connection with patents and applications
         owned by Corning.

         (e)      Avanex shall promptly reimburse Corning for all expenses and
         costs (including outside counsel fees and expenses) incurred to provide
         the Services and assistance. Avanex also shall pay Corning for the
         value of the time expended by Corning's in-house attorneys and patent
         agents in providing the Services and assistance. The amount to be paid
         for in-house attorneys' time shall be one hundred ninety dollars ($190)
         per hour.

         (f)      In no event will Corning be liable for any incidental or
         consequential damages in connection with the Services or assistance
         provided, or for any damages other than damages resulting from
         intentional breach, gross negligence or willful misconduct.

         (g)      Avanex agrees to waive any attorney conflict of interest that
         may result from Corning's attorneys' provision of the Services or
         assistance in connection with the performance of Corning's obligations
         hereunder.

         (h)      Corning shall make available to Avanex inventors employed by
         Corning for interviews, to assist in good faith in further prosecution
         of the Corning Assigned Patents, including the signing of documents
         related thereto. Avanex shall reimburse Corning for the time expended
         by such inventors.

         (i)      Corning agrees to cooperate in good faith in responding to and
         assisting with reasonable discovery requests from Avanex should Corning
         be a party in a litigation and to reasonable third party subpoenas from
         Avanex concerning a litigation asserting Corning Assigned Patents or
         Corning Solely Licensed Patents. Such cooperation shall

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<PAGE>

                                                      Corning License No. L03273

         include assistance from all Corning employees having information
         pertinent to the Patents at issue for the purposes of fact discovery by
         providing documents, and deposition and trial testimony. Corning may,
         but shall not be obligated to, provide expert witness assistance.
         Avanex agrees to compensate Corning for all such assistance.

14.2     Notwithstanding the above, the Parties acknowledge and agree that,
         prior to the signing of the Purchase Agreement, Corning and its
         Subsidiaries had continued to administer the Corning Assigned Patents
         in the ordinary course of business, and that, due to the size of the
         portfolio, many actions with respect to Corning Assigned Patents have
         been put into motion (including actions that may result in the
         termination of one or more of the Corning Assigned Patents) and that it
         is both imprudent and impractical to try to alter such actions. Corning
         agrees not to set into motion any new action with respect to any of the
         Corning Assigned Patents after the signing date of the Purchase
         Agreement which would affirmatively abandon any cases without
         consultation with the Avanex. At the Asset Purchase Closing, Corning
         shall update the list of Corning Assigned Patents in Exhibit 1.4 to
         account for any actions taken in this regard.

14.3     Each Party agrees, without demanding any further consideration, to
         execute (and to cause its Subsidiaries to execute) all documents
         reasonably requested by the other Party to effect recordation of (a)
         the assignment of the Corning Assigned Patents and Corning Assigned
         Trademarks and (b) the licensing relationships between the Parties
         created by this IP Agreement.

14.4     On a regular basis during the period from the signing of the Purchase
         Agreement until one hundred eighty (180) days after the Asset Purchase
         Closing, Corning shall provide Avanex with any new invention
         disclosures that are primarily related to Corning OCM Products and
         which are submitted during that period. Promptly after the completion
         of one hundred eighty (180) days after the Asset Purchase Closing,
         Corning shall provide Avanex with a list of Corning Assigned Patents
         which have been newly filed during the period from the signing of the
         Purchase Agreement until one hundred eighty (180) days after the Asset
         Purchase Closing. Within a reasonable time after the completion of such
         one hundred eighty (180) day period, Corning also shall provide Avanex
         with patent prosecution files, docketing and annuity payment schedules
         in Corning's possession for such Corning Assigned Patents. Corning will
         monitor such files, dockets, and annuity payment schedules until such
         files are transferred to Avanex.

15.      MISCELLANEOUS.

15.1     No failure by a Party to exercise, or to delay to exercise, any right,
         power, or remedy under this IP Agreement shall operate as a waiver
         thereof, nor shall any single or partial exercise of such right, power,
         or remedy by such Party preclude any other or further exercise thereof
         or of any other right.

15.2     Nothing herein shall be deemed to create an agency, joint venture or
         partnership relation between the Parties.

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                                                      Corning License No. L03273

15.3     This IP Agreement and the Purchase Agreement constitutes the entire
         agreement and understanding of the Parties with regard to the transfer
         of intellectual property rights and of licensing rights between the
         Parties as contemplated under the Purchase Agreement, and supersedes
         all prior and contemporaneous discussions, negotiations, understandings
         and agreements, whether oral or written, between the Parties concerning
         such subject matter. Each Party disclaims all representations and
         warranties except those expressly set forth herein or in the Purchase
         Agreement. No party shall be bound by any definition, condition,
         warranty, right, duty or covenant other than as expressly stated
         herein. Each Party expressly waives any implied right or obligation
         regarding the subject matter hereof. This IP Agreement may be amended
         only by a written document signed by authorized representatives of the
         Parties.

15.4     This IP Agreement shall be interpreted and construed, and the legal
         relations created herein shall be determined, in accordance with the
         laws of the State of New York (excluding conflict of laws which would
         require the application of any other law) and the United States.

15.5     Each Party shall execute, acknowledge and deliver all such further
         instruments and do all such further acts as may be reasonably necessary
         or desirable to carry out the intent and purposes of this Agreement and
         the consummation of the transactions contemplated hereby.

15.6     The headings contained in this IP Agreement are for reference purposes
         only and shall not affect in any way the meaning or interpretation of
         this IP Agreement.

15.7     Should any part or provision of this IP Agreement or the application
         thereof be declared by a court of competent jurisdiction to be illegal,
         void or unenforceable, the remaining parts or provisions shall continue
         in full force and effect. If a part or provision of this IP Agreement
         is held illegal, void or unenforceable, the remaining provisions of
         this Agreement shall be construed as if such illegal, void or
         unenforceable provision were omitted, and the Parties shall negotiate
         in good faith an amendment to such part or provision in a manner
         consistent with the intention of the parties with respect to this IP
         Agreement.

15.8     No party shall be responsible or liable to another Party for
         nonperformance or delay in performance of any terms or conditions of
         this IP Agreement due to acts or occurrences beyond the reasonable
         control of the nonperforming or delayed party, including but not
         limited to, acts of God, acts of government, wars, riots, strikes or
         other labor disputes, shortages of labor or materials, fires and
         floods, provided the nonperforming or delayed Party provides to the
         other Party written notice of the existence and the reason for such
         nonperformance or delay.

15.9     Any and all notices or other communications required or permitted by
         this Agreement or by law to be served on or given to a Party by another
         Party shall be in writing and delivered or sent to:

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                                                      Corning License No. L03273

                                    CORNING:

                                    Corning Incorporated
                                    One Riverfront Plaza
                                    Corning, NY 14831
                                    Attn: Company Secretary

                                    cc: Licensing Coordinator
                                        Corning Incorporated
                                        Intellectual Property Department
                                        SP-TI-3-1
                                        Corning, NY 14831

                                    AVANEX:

                                    Avanex Corporation
                                    40919 Encyclopedia Circle
                                    Fremont, CA 94538
                                    Attn: CEO

         A Party may change its address for purposes of this Agreement by
         written notice to the other Party.

         All notices and other communications hereunder shall be in writing and
         shall be deemed duly given (i) on the date of delivery if delivered
         personally, (ii) on the date of confirmation of receipt (or, the first
         business day following such receipt if the date is not a business day)
         of transmission by telecopy or telefacsimile or (iii) on the date of
         confirmation of receipt (or, the first business day following such
         receipt if the date is not a business day) if delivered by a nationally
         recognized courier service.

15.10    (a) This IP Agreement shall be binding upon and inure to the benefit of
         the Parties and their respective successors and permitted assigns.
         Nothing in this IP Agreement shall be deemed to have created any third
         party beneficiary rights in any person.

         (b) Neither Party shall be permitted to assign or transfer this IP
         Agreement in its entirety (by operation of law or otherwise) without
         the prior written consent of the other Party, and any such attempted
         assignment or transfer shall be void; provided, however that either
         Party may assign or transfer this Agreement in its entirety (except as
         excluded under Section 7.8), in connection with the sale of all or
         substantially all of the assets to which this IP Agreement relates, and
         any and all of its associated rights and obligations, provided the
         assigning or transferring Party remains primarily liable for all
         obligations under this IP Agreement, and the assignee or transferee
         agrees in writing to comply with all of such obligations.

         (c) In addition, in the event that Corning assigns or transfers a
         technology for a specific field of use that includes at least one
         product under development or a commercially released product to a third
         party (a "TRANSFEREE"), Corning shall be

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                                                      Corning License No. L03273

         permitted to assign or transfer all of the license rights granted to
         Corning by Avanex under this IP Agreement solely in such field of use
         (a "TRANSFERRED FIELD"), provided that:

                  (i)      Corning provides Avanex with prompt notice of such
                           assignment or transfer and copies of the portions of
                           the agreement relevant to such assignment or
                           transfer;

                  (ii)     Transferee agrees in writing to comply with all other
                           terms and conditions of this Agreement as it applies
                           to the assigned or transferred license rights and the
                           Transferred Field;

                  (iii)    all of the license rights granted to Corning by
                           Avanex under this IP Agreement shall terminate with
                           respect to the Transferred Field; and

                  (iv)     Transferee shall not be a Avanex Competitor.

         (d)      Notwithstanding Section 15.10(b), Avanex may assign or
                  transfer the Corning Licensed Know-How and Corning Licensed
                  Copyrights listed in Exhibit 5.2 in connection with the sale
                  of all or substantially all of the assets to which this IP
                  Agreement relates, but such Corning Licensed Know-How and
                  Corning Licensed Copyrights may not be used in connection with
                  any businesses other than those that existed at the time of
                  the transfer or assignment, i.e., the transferee or assignee
                  may not use for other applications.

15.11    Avanex acknowledges that any present or former employees of Corning (or
         its Subsidiaries) who become employed by Avanex, either directly or
         indirectly as a result of the transactions contemplated under the
         Purchase Agreement, will be bound by obligations of confidentiality to
         Corning (and/or its respective Subsidiary) with respect to proprietary
         information related to matters other than the Corning OCM Products and
         the Corning Licensed Know-How. Avanex agrees not to (a) induce such
         employees to breach such obligations, or (b) use, copy or disclose any
         information that may be disclosed by such employees and which Avanex
         knows, or has reason to know, constitutes Corning's proprietary
         information.

15.12    Each Party shall comply with (a) applicable export laws and regulations
         of any agency of the U.S. Government; and (b) any other current,
         applicable laws, regulations and other legal requirements in its
         exercise of its rights under this IP Agreement.

15.13    Each Party acknowledges that its breach of its obligations hereunder
         may cause irreparable damage to the other Party for which such Party
         will not have an adequate remedy at law. Therefore, each Party agrees
         that the other Party shall be entitled to seek equitable relief with
         respect to the first Party's obligations hereunder.

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                                                      Corning License No. L03273

15.14    This IP Agreement may be executed by each Party in counterparts, each
         of which shall be deemed an original, but all such counterparts shall
         constitute only one and the same instrument.

IN WITNESS WHEREOF, the Parties have executed this Agreement in duplicate on the
signature page hereof.

CORNING INCORPORATED                AVANEX CORPORATION

By: /s/ MARK W. LAUROESCH           By: /s/ ANTHONY A. FLORENCE
    -----------------------             ----------------------------------------

Name: Mark W. Lauroesch             Name: Anthony A. Florence

Title: Assistant Secretary          Title: Sr. Vice President, Corporate Affairs

Date: July 31, 2003                 Date: July 31, 2003

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