<PAGE>
                                                                   EXHIBIT 10.20

                                  29 APRIL 2004


                            INFINEON TECHNOLOGIES AG

                               FINISAR CORPORATION

                          =============================

                          REGISTRATION RIGHTS AGREEMENT

                                   RELATING TO
                               FINISAR CORPORATION

                          =============================

                      [LOGO]FRESHFIELDS BRUCKHAUS DERINGER

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                                    CONTENTS

<TABLE>
<CAPTION>
SECTION                                                                PAGE
<S>                                                                    <C>
1.       DEFINITIONS...............................................      1

2.       REQUIRED REGISTRATIONS....................................      3

3.       INCIDENTAL REGISTRATION...................................      6

4.       REGISTRATION PROCEDURES...................................      7

5.       UNDERWRITTEN OFFERINGS....................................     11

6.       ALLOCATION OF EXPENSES....................................     12

7.       INDEMNIFICATION AND CONTRIBUTION..........................     13

8.       STAND-OFF AGREEMENT.......................................     15

9.       LIMITATIONS ON SUBSEQUENT REGISTRATION RIGHTS.............     16

10.      RULE 144 REQUIREMENTS.....................................     16

11.      MERGERS, ETC..............................................     17

12.      TERMINATION...............................................     17

13.      TRANSFERS OF RIGHTS.......................................     18

14.      NOTICES...................................................     18

15.      ENTIRE AGREEMENT..........................................     20

16.      AMENDMENTS AND WAIVERS....................................     20

17.      COUNTERPARTS..............................................     20

18.      SEVERABILITY..............................................     20

19.      GOVERNING LAW.............................................     20

20.      ARBITRATION...............................................     21

21.      HEADINGS..................................................     21
</TABLE>

                                                                          Page I
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REGISTRATION RIGHTS AGREEMENT, dated 29 April 2004 (this AGREEMENT), between
INFINEON TECHNOLOGIES AG, a company organized under the laws of the Federal
Republic of Germany, and whose principal place of business is at
St.-Martin-Stra(beta)e 53, 81541 Munchen, Germany (INFINEON) and FINISAR
CORPORATION, a corporation organized under the laws of the State of Delaware,
and whose principal place of business is at 1308 Moffett Park Drive, Sunnyvale,
CA 94089, U.S.A. (the COMPANY).

         WHEREAS, Infineon and the Company have entered into a Master Sale and
Purchase Agreement dated the same date as this Agreement (the SALE AND PURCHASE
AGREEMENT) pursuant to which the Company will issue to Infineon shares of the
Common Stock, $0.001 par value, of the Company (the COMMON STOCK); and

         WHEREAS, the Company and Infineon desire to provide for certain
arrangements with respect to the registration under the Securities Act of the
shares of Common Stock issued to Infineon by the Company in connection with the
transactions contemplated by the Sale and Purchase Agreement;

NOW, THEREFORE, in consideration of the mutual promises and covenants contained
in this Agreement and the Sale and Purchase Agreement, the parties agree as
follows:

1.       DEFINITIONS

1.1      As used in this Agreement, the following terms shall have the following
respective meanings:

CLOSING has the meaning given in the Sale and Purchase Agreement;

COMMISSION means the United States Securities and Exchange Commission or any
other federal agency at the time administering the Securities Act;

CUTBACK REGISTRATION means any Required Registration or any other registration
(other than a registration on Form S-8, Form S-4 or Form F-4, their successors,
any other form for a similar limited purpose or any registration statement
covering only securities proposed to be issued in exchange for securities or
assets of another corporation or entity) to be effected as an underwritten
Public Offering in which the managing underwriter with respect thereto advises
the Company and Infineon in writing that, in its good faith opinion, the number
of securities requested to be included in such registration (including
securities of the Company which are not Registrable Shares) exceed the number
which can be sold in such offering without a material reduction in the selling
price anticipated to be received for the securities to be sold in such Public
Offering;

EXCHANGE ACT means the United States Securities Exchange Act of 1934, as
amended, and the rules and regulations of the Commission issued under such Act,
as they each may, from time to time, be in effect;

INCIDENTAL REGISTRATION means any registration of Registrable Shares under the
Securities Act effected in accordance with Section 3.

                                                                          Page 1
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LONG FORM means Form F-1, Form S-1, Form F-2 or Form S-2, as may be appropriate,
promulgated by the Commission under the Securities Act, or any successor or
similar registration statement;

PERSON means an individual, partnership, corporation, trust or unincorporated
organization or any federal, state, local or foreign government or any political
subdivision thereof (including, without limitation, the executive and
legislative branches thereof) or any department, commission, board, bureau,
agency, court, panel or other instrumentality of any kind of any of the
foregoing;

PUBLIC OFFERING means any offering of Shares to the public, either on behalf of
the Company or any of its securityholders, pursuant to an effective registration
statement under the Securities Act;

REGISTRABLE SHARES means:

(a)      any Shares issued to Infineon in accordance with the Sale and Purchase
         Agreement,

(b)      any other Shares issued or issuable in respect of such Shares (because
         of share splits, stock dividends, reclassifications, recapitalizations,
         or similar events), and

(c)      any Shares issued or issuable to Infineon as a result of the exercise
         by Infineon of any statutory or contractual pre-emptive or other
         contractual or legal right;

provided, further, that Shares which are Registrable Shares shall cease to be
Registrable Shares

(a)      upon any sale pursuant to a Registration Statement or Rule 144 under
         the Securities Act,

(b)      on such date as such Registrable Shares could be sold pursuant to Rule
         144(k), or

(c)      upon any sale in any manner to a Person which, by virtue of Section 14
         of this Agreement, is not entitled to the rights provided by this
         Agreement;

REGISTRATION STATEMENT means a registration statement filed by the Company with
the Commission under the Securities Act for a public offering and sale of Shares
(other than a registration statement on Form S-8, Form S-4 or Form F-4, their
successors, any other form for a similar limited purpose or any registration
statement covering only securities proposed to be issued in exchange for
securities or assets of another corporation);

REGISTRATION EXPENSES means the expenses described in Section 6;

REQUIRED REGISTRATION means any registration of Registrable Shares under the
Securities Act effected in accordance with Section 2.2;

                                                                          Page 2
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SECURITIES ACT means the United States Securities Act of 1933, as amended, and
the rules and regulations of the Commission issued under such Act, as they each
may, from time to time, be in effect;

SHARES means shares of the Common Stock;

SHELF REGISTRATION means a registration under Rule 415 of the Securities Act
required to be effected on a Short Form;

SHELF REGISTRATION STATEMENT means a Short Form filed as a Shelf Registration;
and

SHORT FORM means Form S-3 promulgated by the Commission under the Securities
Act, or any successor or similar short-form registration statement.

2.       REQUIRED REGISTRATIONS

2.1      Short Form Registration

(a)      The Company shall (i) as expeditiously as reasonably possible (but, in
         any event, prior to the Closing), file a Shelf Registration Statement,
         including a preliminary prospectus, covering all Registrable Shares
         issued or issuable under the Sale and Purchase Agreement with the
         Commission, and (ii) use its reasonable best efforts to cause such
         Registration Statement to be declared effective immediately after the
         Closing but in no event more than 15 business days after the Closing.

(b)      The Company agrees to use its reasonable best efforts to keep the Shelf
         Registration Statement continuously effective until the termination of
         this Agreement pursuant to Section 13. The Company further agrees, if
         necessary, to supplement or amend the Shelf Registration Statement, if
         required by the rules, regulations or instructions applicable to the
         registration form used by the Company for such Shelf Registration
         Statement or by the Securities Act or by any other rules and
         regulations thereunder for shelf registration.

(c)      If requested by Infineon, the method of disposition of all Registrable
         Shares included in such registration shall be an underwritten offering
         effected in accordance with Section 5.

2.2      Long Form Registration

(a)      If at any time (i) prior to the termination of this Agreement under
         Section 13 the Company becomes ineligible to file or maintain the Shelf
         Registration Statement, or the Shelf Registration Statement for any
         other reason ceases to be effective, Infineon may request the Company,
         in writing, to effect the registration of Registrable Shares owned by
         Infineon on a Long Form (which can at the Company's discretion be made
         on a Short Form if available).

(b)      Thereupon, the Company shall, as expeditiously as reasonably possible,
         use its reasonable best efforts to effect the registration of all
         Registrable Shares which the Company has been requested to so register
         on a Long Form, provided,

                                                                          Page 3
<PAGE>

         however, that the Company shall not be required to effect any
         registration of Registrable Shares unless Registrable Shares are
         proposed to be offered at an aggregate proposed offering price net of
         underwriting commissions of at least $25,000,000 (based on the then
         current public market price, if any).

(c)      If requested by Infineon, the method of disposition of all Registrable
         Shares included in such registration shall be an underwritten offering
         effected in accordance with Section 5.

2.3      Limitations on Required Registration

(a)      The Company shall not be required to effect more than five
         registrations in the aggregate pursuant to Section 2.2 provided,
         however, that, Infineon may not make more than one request pursuant to
         Section 2.2 in any three (3) month period.

(b)      The Company shall not be required to effect any registration (other
         than on a Short Form or any successor form relating to secondary
         offerings) within six (6) months after the effective date of any other
         Registration Statement of the Company.

(c)      The Company shall not be required to effect a registration pursuant to
         Section 2.2 if the request by Infineon contravenes, breaches or
         violates any stand-off agreements executed by Infineon or if effecting
         the registration would cause the Company to violate or breach any
         stand-off agreement executed in good faith by the Company in connection
         with any Public Offering or any other sale of its equity securities.

(d)      A registration shall not be deemed to have been effected for purposes
         of this Section 2,

         (i)      unless a Registration Statement with respect thereto has
                  become effective; provided, however, a registration which does
                  not become effective after the Company has filed a
                  Registration Statement with respect thereto because it has
                  been withdrawn at the request of Infineon shall be deemed to
                  have been effected by the Company unless Infineon complies
                  with the provisions of Section 6;

         (ii)     if, after it has become effective, such Registration Statement
                  becomes subject to any stop order, injunction or other
                  requirement of the Commission or other governmental agency or
                  court for any reason; or

         (iii)    if the conditions to closing specified in the purchase
                  agreement or underwriting agreement, as the case may be,
                  entered into in connection with such registration are not
                  satisfied, other than by reason of some act or omission by
                  Infineon.

                                                                          Page 4
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2.4      Postponement or Pre-emption of Required Registration

(a)      If at the time of any request to register Registrable Shares pursuant
         to Section 2.2, the Company shall furnish to Infineon a certificate
         signed by the Chief Executive Officer of the Company stating that:

         (i)      the Company is engaged or has fixed plans to engage, within
                  sixty (60) days of the time of the request, in a registered
                  Public Offering as to which Infineon may include Registrable
                  Shares pursuant to Section 3; or

         (ii)     in the good faith judgment of the Board of Directors of the
                  Company, the filing of a Registration Statement would require
                  the disclosure of material information regarding a possible
                  financing, business combination or other material transaction,
                  which disclosure the Board of Directors of the Company has
                  determined in its good faith judgement would be detrimental to
                  the Company;

         then the Company may at its option direct that such request be delayed
         for a period not in excess of three (3) months from the effective date
         of such offering or, in the case of any such other activity, the date
         of such request, as the case may be, such right to delay a request to
         be exercised by the Company not more than once in any twelve month
         period.

(b)      If the Company delays a registration under this Section 2.4 Infineon
         shall not be treated as having made a request for purposes of the
         limitation in Section 2.3, unless and until such request is renewed
         following the period of such delay.

2.5      Participation of Company in a Required Registration

(a)      Neither the Company nor any of its securityholders shall have the right
         to include any of the Company's securities (other than Registrable
         Shares) in a Registration Statement to be filed as part of a Required
         Registration unless:

         (i)      such securities are of the same class as the Registrable
                  Shares;

         (ii)     Infineon consents to such inclusion in writing; and

         (iii)    if such Required Registration is for an underwritten offering,
                  the Company or such securityholders, as applicable, agree in
                  writing to sell, subject to Section 2.6 their securities on
                  the same terms and conditions as apply to the Registrable
                  Shares being sold.

(b)      If any securityholders of the Company (other than Infineon in such
         capacity) register securities of the Company in a Required Registration
         in accordance with this Section 2, such holders shall pay the fees and
         expenses of their counsel and their pro rata share, on the basis of the
         respective amounts of the securities included in such registration on
         behalf of each such holder, of the

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         Registration Expenses if the Registration Expenses for such
         registration are not paid by the Company for any reason.

2.6      Priority

(a)      If a Required Registration becomes a Cutback Registration, the Company
         will include in such registration to the extent of the number which the
         managing underwriter advises the Company can be sold in such offering:

         (i)      first, Registrable Shares requested to be included in such
                  registration by Infineon; and

         (ii)     second, other securities of the Company proposed to be
                  included in such registration, allocated among the Company and
                  other holders of the Company's securities in accordance with
                  the priorities then existing among the Company and the holders
                  of such other securities (or as the Company and such other
                  holders shall otherwise agree); and any securities so excluded
                  shall be withdrawn from and shall not be included in such
                  Required Registration.

(b)      In the event that the number of Registrable Shares requested to be
         included in a Required Registration is cutback by over 33%, such
         registration will not count as a Required Registration under this
         Section 2.

3.       INCIDENTAL REGISTRATION

3.1      Whenever the Company proposes to file a Registration Statement (other
than a Registration Statement filed pursuant to Section 2 of this Agreement
registering Registrable Shares), it will, at least thirty (30) days prior to
such filing, give written notice to Infineon of its intention to do so. Upon the
written request of Infineon given within ten (10) business days after the
Company provides such notice (which request shall state the intended method of
disposition of such Registrable Shares), the Company shall use its reasonable
efforts to cause all Registrable Shares which the Company has been requested by
Infineon to register to be included in such Registration Statement to the extent
necessary to permit their sale or other disposition in accordance with the
intended method of distribution specified in the request of Infineon; provided,
however, that the Company shall have the right to postpone or withdraw any
registration effected pursuant to this Section 3 without obligation to Infineon.

3.2      In connection with any registration under this Section 3 involving an
underwriting, the Company shall not be required to include any Registrable
Shares in such registration unless Infineon accepts the terms of the
underwriting as agreed upon between the Company and the underwriters selected by
it.

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3.3      If any registration under this Section 3 becomes a Cutback
Registration, the Company will include in the registration only that number of
Shares, if any, which the managing underwriter believes can be sold in such
offering in the following order:

         (i)      first, the Shares the Company proposes to sell; and

         (ii)     second, the Registrable Shares requested to be included in
                  such registration by Infineon.

3.4      Notwithstanding the foregoing, in the case of a Cutback Registration,
no Persons other than the Company and Infineon shall be permitted to include
securities in the offering.

3.5      The provisions of Section 3 shall not apply at any time the Company is
eligible to file and maintain the effectiveness of a Shelf Registration
Statement and is complying with its obligations under Section 2.1 with respect
to all Registrable Shares.

4.       REGISTRATION PROCEDURES

4.1      If and whenever the Company is required by this Agreement to use its
efforts to effect the registration of any of the Registrable Shares under the
Securities Act pursuant to Section 2 or Section 3, the Company will use its best
efforts to effect the registration of such Registrable Shares and to facilitate
the sale thereof in accordance with the intended method of disposition specified
by Infineon. Without limiting the foregoing, the Company in each such case shall
as expeditiously as reasonably possible:

(a)      prepare and publicly file with the Commission a Registration Statement
         with respect to such Registrable Shares and use its reasonable best
         efforts to cause that Registration Statement to become effective,
         provided, however, that, as far in advance as practical before filing
         such Registration Statement or any amendment thereto, the Company will
         furnish to Infineon copies of reasonably complete drafts of all such
         documents proposed to be filed (including exhibits), and Infineon shall
         have the opportunity to object to any information pertaining solely to
         Infineon that is contained therein and the Company will make the
         corrections reasonably requested by Infineon with respect to such
         information prior to filing any such Registration Statement or
         amendment;

(b)      prepare and file with the Commission any amendments and supplements to
         the Registration Statement and the prospectus included in the
         Registration Statement as may be necessary to keep the Registration
         Statement effective (i) in the case of a firm commitment underwritten
         Public Offering, until each underwriter has completed the distribution
         of all securities purchased by it, (ii) in the case of any other
         offering (other than a Shelf Registration), until the earlier of the
         sale of all Registrable Shares covered thereby or one hundred-eighty
         (180) days after the effective date thereof, and (iii) in the case

                                                                          Page 7
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         of a Shelf Registration, until the sale of all Registrable Shares
         covered thereby;

(c)      furnish to Infineon such reasonable numbers of copies of the
         prospectus, including a preliminary prospectus, in conformity with the
         requirements of the Securities Act and such other documents as Infineon
         may reasonably request in order to facilitate the public sale or other
         disposition of the Registrable Shares owned by Infineon;

(d)      use its reasonable best efforts to do any and all other acts and things
         that may be necessary or desirable to enable Infineon to consummate the
         public sale or other disposition of the Registrable Shares owned by
         Infineon in any jurisdiction provided, however, that the Company shall
         not be required in connection with this Section 4.1(d) to qualify as a
         foreign corporation, subject itself to taxation or execute a general
         consent to service of process in any jurisdiction;

(e)      if the Company has delivered preliminary or final prospectuses to
         Infineon and after having done so the prospectus is amended to comply
         with the requirements of the Securities Act or because the prospectus
         contains a material misstatement or omission, the Company shall
         promptly notify Infineon, and, if requested, Infineon shall immediately
         cease making offers of Registrable Shares and return all prospectuses,
         other than permanent file copies, to the Company. The Company shall
         promptly provide Infineon with revised prospectuses and, following
         receipt of the revised prospectuses, Infineon shall be free to resume
         making offers of the Registrable Shares;

(f)      cause management to participate in customary "roadshow" presentations;

(g)      provide promptly to Infineon upon request each document filed by the
         Company with the Commission pursuant to the requirements of Section 13
         and Section 15 of the Exchange Act;

(h)      cooperate and assist in any filings required to be made with the
         National Association of Securities Dealers, Inc. (the NASD) and in the
         performance of any due diligence investigation by any underwriter
         (including any "qualified independent underwriter" that is required to
         be retained in accordance with the rules and regulations of the NASD),
         and use its reasonable best efforts to cause such Registration
         Statement to become effective and approved by such governmental
         agencies or authorities as may be necessary to enable Infineon to
         consummate the disposition of such Registrable Shares;

(i)      promptly notify Infineon and the underwriter or underwriters (if any):

         (i)      when such Registration Statement or any prospectus used in
                  connection therewith, or any amendment or supplement thereto,
                  has been filed and, with respect to such registration
                  statement or any post effective amendment thereto, when the
                  same has become effective;

                                                                          Page 8
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         (ii)     of any written comments from the Commission with respect to
                  any filing referred to in Section 4.1(a) or of any written
                  request by the Commission for amendments or supplements to
                  such Registration Statement or prospectus;

         (iii)    of the notification to the Company by the Commission of its
                  initiation of any proceeding with respect to the issuance by
                  the Commission of any stop order suspending the effectiveness
                  of such Registration Statement; and

         (iv)     of the receipt by the Company of any notification with respect
                  to the suspension of the qualification of any Registrable
                  Shares for sale under the applicable securities or Blue Sky
                  laws of any jurisdiction;

(j)      in connection with any underwritten offering, seek to obtain and, if
         requested to do so by Infineon, furnish to Infineon a copy of

         (i)      an opinion and/or disclosure letter of counsel for the Company
                  from each relevant jurisdiction, dated the effective date of
                  such Registration Statement (or, if such registration includes
                  an underwritten Public Offering, dated the date of any closing
                  under the underwriting agreement), reasonably satisfactory in
                  form and substance to the underwriters, addressed to the
                  underwriters and, where reasonably possible, to Infineon; and

         (ii)     a "comfort" letter, dated the effective date of such
                  Registration Statement and an update thereof, dated the date
                  of any closing under the underwriting agreement, signed by the
                  independent public accountants who have certified the
                  Company's financial statements included in such Registration
                  Statement, addressed to the underwriters, and, where
                  reasonably possible, to Infineon;

         in each case covering substantially the same matters with respect to
         such Registration Statement (and the prospectus included therein) and,
         in the case of the accountants' letter, with respect to events
         subsequent to the date of such financial statements, as are customarily
         covered in opinions and/or disclosure letters of issuer's counsel and
         in accountants' comfort letters delivered to the underwriters in
         underwritten Public Offerings of securities and, in the case of the
         accountants' letter, such other financial matters, as the underwriters
         may reasonably request;

(k)      otherwise use its reasonable best efforts to comply with all applicable
         rules and regulations of the Commission, and make available to its
         securityholders, as soon as reasonably practicable, an earnings
         statement covering the period of at least twelve (12) months, but not
         more than eighteen (18) months, beginning with the first full calendar
         month after the effective date of such Registration Statement, which
         earning statement shall satisfy the provisions of Section 11(a) of the
         Securities Act and Rule 158 promulgated thereunder;

                                                                          Page 9
<PAGE>

(l)      cooperate with the selling holders of Registrable Shares and the
         managing underwriter, underwriters or agent, if any, to facilitate the
         timely preparation and delivery of certificates representing
         Registrable Shares to be sold and not bearing any restrictive legends;

(m)      use its reasonable efforts to cooperate with the Company's transfer
         agent in settling any offering or sale of Registrable Shares, including
         with respect to the transfer of physical stock certificates into
         book-entry form in accordance with any procedures reasonably requested
         by Infineon or the managing underwriter;

(n)      use its reasonable efforts to cause all Registrable Securities of a
         class covered by the applicable Registration Statement to be listed or
         quoted on each securities exchange on which any of the Shares are then
         listed or quoted and on each inter-dealer quotation system on which any
         of the Shares are then quoted; and

(o)      make available for inspection by Infineon, any underwriter
         participating in any disposition pursuant to such Registration
         Statement and any attorney, accountant or other agent retained by
         Infineon or any underwriter (collectively, the INSPECTORS), all
         financial and other records, pertinent corporate documents and
         properties of the Company (collectively, the RECORDS) as shall be
         reasonably necessary to enable them to exercise their due diligence
         responsibility, and cause the Company's officers, directors and
         employees to supply all information reasonably requested by any such
         Inspector in connection with such Registration Statement, and to the
         extent requested by Infineon or any underwriter, permit the Inspectors
         to participate in the preparation of such Registration Statement and
         any prospectus contained therein and any amendment or supplement
         thereto.

         Records which the Company determines, in good faith, to be confidential
         and which it notifies the Inspectors are confidential shall not be
         disclosed by the Inspectors unless:

         (i)      the disclosure of such Records is necessary to avoid or
                  correct a misstatement or omission in the Registration
                  Statement;

         (ii)     the release of such Records is ordered pursuant to a subpoena
                  or other order from a court of competent jurisdiction; or

         (iii)    the information in such Records has been made generally
                  available to the public.

         Infineon agrees that it will, upon learning that disclosure of such
         Records is sought in a court of competent jurisdiction, give notice to
         the Company and allow the Company, at the Company's expense, to
         undertake appropriate action to prevent disclosure of the Records
         deemed confidential.

4.2      The Company may require Infineon, and Infineon, as a condition to
including Registrable Shares in such registration, shall, furnish the Company
with such

                                                                         Page 10
<PAGE>

information and affidavits regarding Infineon and the distribution of such
securities as the Company may from time to time reasonably request in writing in
connection with such registration.

4.3      Infineon agrees that upon receipt of any notice from the Company of the
happening of any event of the kind described in Section 4.1(e) above Infineon
will forthwith discontinue Infineon's disposition of Registrable Shares pursuant
to the Registration Statement relating to such Registrable Shares until
Infineon's receipt of the copies of the supplemented or amended prospectus
contemplated by Section 4.1(e) above and, if so directed by the Company will
deliver to the Company (at the Company's expense) all copies, other than
permanent file copies, then in Infineon's possession of the prospectus relating
to such Registrable Shares current at the time of receipt of such notice. In the
event the Company shall give any such notice, the period referred to in Section
4.1(b) above shall be extended by a number of days equal to the number of days
during the period from and including the giving of notice pursuant to Section
4.1(e) and to and including the date when each holder of any Registrable Shares
covered by such registration statement shall receive the copies of the
supplemented or amended prospectus contemplated by Section 4.1(e).

5.       UNDERWRITTEN OFFERINGS

5.1      Underwritten offerings pursuant to Section 2

(a)      In the case of any underwritten Public Offering being effected pursuant
         to Section 2, the managing underwriter and any other underwriter or
         underwriters with respect to such offering shall be selected, after
         consultation with the Company, by Infineon with the consent of the
         Company, which consent shall not be unreasonably withheld.

(b)      The Company shall enter into an underwriting agreement in customary
         form with such underwriter or underwriters, which shall include, among
         other provisions, indemnities to the effect and to the extent provided
         in Section 7.

(c)      Infineon shall be a party to such underwriting agreement and may, at
         its option, require that any or all of the representations and
         warranties by, and the other agreements on the part of, the Company to
         and for the benefit of such underwriters also be made to and for its
         benefit and that any or all of the conditions precedent to the
         obligations of such underwriters under such underwriting agreement also
         be conditions precedent to its obligations. Infineon shall not be
         required to make any representations or warranties to or agreements
         with the Company or the underwriters other than representations,
         warranties or agreements regarding Infineon and its ownership of the
         securities being registered on its behalf and Infineon's intended
         method of distribution and any other representation required by law.
         Infineon may not participate in such underwritten offering unless
         Infineon agrees to sell its Registrable Shares on the basis provided in
         such underwriting agreement and completes and executes all
         questionnaires, powers of attorney, indemnities and other documents
         reasonably required under the terms of such underwriting agreement.

                                                                         Page 11
<PAGE>

(d)      Subject to compliance with the provisions of Section 6 (with respect to
         withdrawals of registration at the request of Infineon), if Infineon
         disapproves of the terms of an underwriting, Infineon may elect to
         withdraw therefrom and from such registration and elect not to have
         such registration counted as a registration requested by it for
         purposes of the limitation in Section 2.3 by notice to the Company and
         the managing underwriter.

5.2      Underwritten offerings pursuant to Section 3

(a)      If the Company at any time proposes to register any of its securities
         pursuant to Section 3 and such securities are to be distributed by or
         through one or more underwriters, the Company will, subject to the
         provisions of Section 3.2, Section 3.3 and Section 3.4 use its best
         efforts, if requested by Infineon, to arrange for such underwriters to
         include the Registrable Shares to be offered and sold by Infineon among
         the securities to be distributed by such underwriters, and Infineon
         shall be obligated to sell their Registrable Shares in such
         registration pursuant to Section 3 through such underwriters on the
         same terms and conditions as apply to the other Company securities to
         be sold by such underwriters in connection with such registration
         pursuant to Section 3.

(b)      Infineon shall be a party to the underwriting agreement between the
         Company and such underwriter or underwriters and may, at its option,
         require that any or all of the representations and warranties by, and
         the other agreements on the part of, the Company to and for the benefit
         of such underwriters also be made to and for its benefit and that any
         or all of the conditions precedent to the obligations of such
         underwriters under such underwriting agreement also be conditions
         precedent to its obligations. Infineon shall not be required to make
         any representations or warranties to or agreements with the Company or
         the underwriters other than representations, warranties or agreements
         regarding Infineon and its ownership of the securities being registered
         on its behalf and Infineon's intended method of distribution and any
         other representation required by law. Infineon may not participate in
         such underwritten offering unless Infineon agrees to sell its
         Registrable Shares on the basis provided in such underwriting agreement
         and completes and executes all questionnaires, powers of attorney,
         indemnities and other documents reasonably required under the terms of
         such underwriting agreement.

(c)      If Infineon disapproves of the terms of an underwriting, Infineon may
         elect to withdraw therefrom and from such registration by notice to the
         Company and the managing underwriter.

6.       ALLOCATION OF EXPENSES

6.1      The Company will pay all Registration Expenses of all registrations
under this Agreement provided, however, that if a registration under Section 2
is withdrawn at the request of Infineon after a Registration Statement with
respect thereto has been publicly filed with the Commission (other than as a
result of information concerning the business, results of operations or
financial condition of the Company which is made known to Infineon after the
date on which such registration was requested) and if Infineon elects not to
have such registration counted as a registration effected by the

                                                                         Page 12
<PAGE>

Company or requested by Infineon under Section 2.2, Infineon shall pay the
Registration Expenses of such registration pro rata in accordance with the
number of Registrable Shares included in such registration.

6.2      For purposes of this Section 6, the term REGISTRATION EXPENSES shall
mean all expenses incurred by the Company in complying with this Agreement,
including, without limitation, all NASD expenses, all registration and filing
fees, exchange listing fees, printing expenses, road show expenses, fees and
expenses of any consultants or experts retained by the Company in connection
with such registration, fees and expenses of counsel for the Company and the
reasonable fees and expenses of Infineon's counsel, state Blue Sky fees and
expenses (if any), fees and expenses of the Company's independent auditors
(including the expenses of any comfort letters or costs associated with the
delivery by independent certified public accountants of a comfort letter or
comfort letters requested pursuant to Section 4.1(j)(ii) hereof) but excluding
underwriting discounts and selling commissions.

7.       INDEMNIFICATION AND CONTRIBUTION

7.1      Company Indemnification

(a)      The Company will indemnify and hold harmless each underwriter of
         Registrable Shares, each other person, if any, who controls such
         underwriter within the meaning of the Securities Act or the Exchange
         Act, and Infineon, including each of the officers and directors of such
         underwriters, such controlling persons, and Infineon, against any
         losses, claims, damages or liabilities, joint or several, to which such
         underwriter, such controlling person or Infineon may become subject
         under the Securities Act, the Exchange Act, state securities or Blue
         Sky laws or otherwise, insofar as such losses, claims, damages or
         liabilities (or actions in respect thereof) arise out of or are based
         upon any untrue statement or alleged untrue statement of any material
         fact contained in any Registration Statement under which such
         Registrable Shares were registered under the Securities Act, any
         preliminary prospectus or final prospectus contained in the
         Registration Statement, or any amendment or supplement to such
         Registration Statement, or arise out of or are based upon the omission
         or alleged omission to state a material fact required to be stated
         therein or necessary to make the statements therein not misleading; and
         the Company will reimburse such underwriter, such controlling person
         and Infineon for any legal or any other expenses reasonably incurred by
         such underwriter, such controlling person or Infineon in connection
         with investigating or defending any such loss, claim, damage, liability
         or action; provided, however, that the Company will not be liable in
         any such case to the extent that any such loss, claim, damage or
         liability arises out of or is based upon any untrue statement or
         omission made in such Registration Statement, preliminary prospectus or
         final prospectus, or any such amendment or supplement, in reliance upon
         and in conformity with information furnished to the Company, in
         writing, by or on behalf of such underwriter, such controlling person
         or Infineon specifically for use in the preparation thereof.

                                                                         Page 13
<PAGE>

(b)      Such indemnity shall remain in full force and effect regardless of any
         investigation made by or on behalf of Infineon, such underwriter or any
         such director, officer or controlling person, and shall survive the
         transfer of such Registrable Shares by Infineon, such underwriter or
         controlling person. Such indemnity shall not apply to amounts paid in
         settlement of any loss, claim, damage, liability or action if such
         settlement is effected without the consent of the Company.

7.2      Seller Indemnification

(a)      Infineon will indemnify and hold harmless the Company, each underwriter
         (if any) and each person (if any) who controls the Company or any such
         underwriter within the meaning of the Securities Act or the Exchange
         Act, and each of the directors and officers of the Company, each such
         underwriter (if any) or controlling person (if any), against any
         losses, claims, damages or liabilities, joint or several, to which the
         Company, such underwriter, controlling person or director or officer
         may become subject under the Securities Act, the Exchange Act, state
         securities or Blue Sky laws or otherwise, insofar as such losses,
         claims, damages or liabilities (or actions in respect thereof) arise
         out of or are based upon any untrue statement or alleged untrue
         statement of a material fact contained in any Registration Statement
         under which such Registrable Shares were registered under the
         Securities Act, any preliminary prospectus or final prospectus
         contained in the Registration Statement, or any amendment or supplement
         to the Registration Statement, or arise out of or are based upon any
         omission or alleged omission to state a material fact required to be
         stated therein or necessary to make the statements therein not
         misleading, if the statement or omission was made in reliance upon and
         in conformity with information relating to Infineon furnished in
         writing to the Company by or on behalf of Infineon specifically for use
         in connection with the preparation of such Registration Statement,
         prospectus, amendment or supplement; provided, however, that the
         obligations of Infineon hereunder shall be limited to an amount equal
         to the proceeds to Infineon from Registrable Shares sold in connection
         with such registration.

(b)      Such indemnity shall remain in full force and effect regardless of any
         investigation made by or on behalf of the Company or any such director,
         officer or controlling person, and shall survive the transfer of such
         Shares by Infineon.

7.3      Procedure

(a)      Each party entitled to indemnification under this Section 7 (the
         INDEMNIFIED PARTY) shall give notice to the party required to provide
         indemnification (the INDEMNIFYING PARTY) promptly after such
         Indemnified Party has actual knowledge of any claim as to which
         indemnity may be sought, and shall permit the Indemnifying Party to
         assume the defence of any such claim or any litigation resulting
         therefrom; provided, however, that counsel for the Indemnifying Party,
         who shall conduct the defence of such claim or litigation, shall be
         approved by the Indemnified Party (whose approval shall not be

                                                                         Page 14
<PAGE>

         unreasonably withheld or delayed) and; provided further, that the
         failure of any Indemnified Party to give notice as provided herein
         shall not relieve the Indemnifying Party of its obligations under this
         Section 7, except to the extent that the Indemnifying Party is actually
         prejudiced by such failure to give notice.

(b)      The Indemnified Party may participate in such defence at such party's
         expense; provided, however, that the Indemnifying Party shall pay such
         expense if representation of such Indemnified Party by the counsel
         retained by the Indemnifying Party would be inappropriate due to actual
         or potential conflicts of interests between the Indemnified Party and
         the Indemnifying Party.

(c)      No Indemnifying Party, in the defence of any such claim or litigation
         to which an Indemnified Party is or could have been a party and with
         respect to which indemnity or contribution may be or could have been
         sought hereunder shall, except with the consent of such Indemnified
         Party, consent to entry of any judgement or enter into any settlement
         which does not include as an unconditional term thereof the giving by
         the claimant or plaintiff to such Indemnified Party of a release from
         all liability in respect of such claim or litigation. No Indemnified
         Party shall consent to entry of any judgement or settle any such claim
         or litigation without the prior written consent of the Indemnifying
         Party.

7.4      In order to provide for just and equitable contribution to joint
liability under the Securities Act in any case in which either

         (i)      Infineon exercises rights under this Agreement or any
                  controlling person of Infineon makes a claim for
                  indemnification pursuant to this Section 7, but it is
                  judicially determined (by the entry of a final judgement or
                  decree by a court of competent jurisdiction and the expiration
                  of time to appeal or the denial of the last right of appeal)
                  that such indemnification may not be enforced in such case
                  notwithstanding the fact that this Section 7 provides for
                  indemnification in such case; or

         (ii)     contribution under the Securities Act may be required on the
                  part of Infineon or any such controlling person in
                  circumstances for which indemnification is provided under this
                  Section 7;

         then, in each such case, the Company and Infineon will contribute to
         the aggregate losses, claims, damages or liabilities to which they may
         be subject (after contribution from others) in such proportions so that
         Infineon is responsible for the portion represented by the percentage
         that the public offering price of its Registrable Shares offered by the
         Registration Statement bears to the public offering price of all
         securities offered by such Registration Statement, and the Company is
         responsible for the remaining portion;

         provided, however, that, in any such case

                                                                         Page 15
<PAGE>

         (i)      Infineon will not be required to contribute any amount in
                  excess of the proceeds to it of all Registrable Shares sold by
                  it pursuant to such Registration Statement; and

         (ii)     no person or entity guilty of fraudulent misrepresentation,
                  within the meaning of Section 11(f) of the Securities Act,
                  shall be entitled to contribution from any person or entity
                  who is not guilty of such fraudulent misrepresentation.

8.       STAND-OFF AGREEMENT

8.1      Infineon, if requested by the managing underwriter (if any) of an
offering by the Company of Shares pursuant to a Registration Statement, shall
agree not to sell publicly or otherwise transfer or dispose of any Registrable
Shares or other securities of the Company (including a sale under Rule 144) held
by Infineon during the fourteen (14) days prior to and for a specified period of
time (not to exceed ninety (90) days) following the effective date of such
Registration Statement, except as part of such Registration Statement, whether
or not Infineon participates in such registration; provided, however, that all
other holders of unregistered Shares holding not less than 1% (including Shares
issuable upon the conversion of convertible securities, or upon the exercise of
options, warrants or rights) and all officers and directors of the Company enter
into similar agreements.

8.2      Unless Infineon otherwise agrees, the Company agrees (i) not to effect
any public sale or distribution of its equity securities, or any securities
convertible into or exchangeable or exercisable for such securities, during the
fourteen (14) days prior to and the ninety (90) days after the effective date of
the registration statement filed in connection with an underwritten offering
made pursuant to a Required Registration (or for such shorter period of time as
is sufficient and appropriate, in the opinion of the managing underwriter (if
any), in order to complete the sale and distribution of the securities included
in such registration), except as part of such underwritten registration and
except pursuant to registrations on Form S-4, Form F-4 or Form S-8 promulgated
by the Commission or any successor or similar forms thereto, and (ii) use its
reasonable efforts to cause each holder of its equity securities, or of any
securities convertible into or exchangeable or exercisable for such securities,
in each case purchased from the Company at any time after the date of this
Agreement (other than in a Public Offering), to agree, to the extent permitted
by law, not to effect any such public sale or distribution of such securities
(including a sale under Rule 144), during such period, except as part of such
underwritten registration.

9.       LIMITATIONS ON SUBSEQUENT REGISTRATION RIGHTS

9.1      The Company shall not, without the prior written consent of Infineon
(which consent shall not be unreasonably withheld), enter into any agreement
(other than this Agreement) (i) with any holder or prospective holder of any
securities of the Company which would allow such holder or prospective holder (a
NEW CONCERNED SHAREHOLDER) (a) to make a demand registration or (b) to request
an Incidental Registration, or (ii) that would otherwise conflict or interfere
with the rights of Infineon under this Agreement.

                                                                         Page 16
<PAGE>

10.      RULE 144 REQUIREMENTS

10.1     The Company agrees to:

(a)      file with the Commission in a timely manner all reports and other
         documents required of the Company under the Securities Act and the
         Exchange Act (at any time after it has become subject to such reporting
         requirements); and

(b)      furnish to any holder of Registrable Shares upon request a written
         statement by the Company as to its compliance with the requirements of
         Rule 144(c) and the reporting requirements of the Securities Act and
         the Exchange Act (at any time after it has become subject to such
         reporting requirements).

11.      MERGERS, ETC

11.1     The Company shall not, directly or indirectly, enter into any merger,
consolidation or reorganization in which the Company shall not be the surviving
corporation unless the proposed surviving corporation shall, prior to such
merger, consolidation or reorganization, agree in writing to assume the
obligations of the Company under this Agreement, and for that purpose references
hereunder to Registrable Shares shall be deemed to be references to the
securities which Infineon would be entitled to receive in exchange for
Registrable Shares under any such merger, consolidation or reorganization.

11.2     The provisions of Section 11.1 shall not apply in the event of any
merger, consolidation or reorganization in which the Company is not the
surviving corporation if Infineon is entitled to receive in exchange for its
Registrable Shares consideration consisting solely of

         (i)      cash;

         (ii)     securities of the acquiring corporation which may be
                  immediately sold to the public without registration under the
                  Securities Act; or

         (iii)    securities of the acquiring corporation which the acquiring
                  corporation has agreed to register within five days of
                  completion of the transaction for resale to the public
                  pursuant to the Securities Act.

12.      STOCKHOLDER AGREEMENT

12.1     Notwithstanding anything to the contrary set forth in this Agreement,
the parties acknowledge and agree that the transfer of Shares by Infineon shall
be subject to the terms of the Stockholder Agreement entered into by Infineon
and the Company as of the date hereof.

13.      TERMINATION

13.1     This Agreement shall terminate upon the earlier of (a) the date as of
which all of the Registrable Shares have been sold pursuant to a Registration
Statement (but in

                                                                         Page 17
<PAGE>

no event prior to the applicable period referred to in Section 4(3) of the
Securities Act and Rule 174 thereunder); (b) the date on which all the holders
are permitted to sell all their Registrable Shares under Rule 144(k) under the
Securities Act (or any similar provision then in force permitting the sale of
restricted securities without limitation on the amount of securities sold or the
manner of sale); or (c) the valid termination prior to Closing of the Sale and
Purchase Agreement. In the event of the termination of this Agreement pursuant
to Section 13.1(c), this Agreement shall forthwith become void, and there shall
be no liability on the part of any party hereto.

14.      TRANSFERS OF RIGHTS

14.1     This Agreement, and the rights and obligations of Infineon hereunder,
may be assigned by Infineon to any person or entity to which Shares are
transferred by Infineon in accordance with any contractual limitations on a
transfer of Shares and thereafter shall for all purposes of this Agreement be
treated as Infineon would be hereunder; provided, however, that the transferee
provides written notice of such assignment to the Company.

15.      NOTICES

15.1     All notices, requests, consents, and other communications under this
Agreement shall be in writing and shall be delivered by facsimile transmission
to the parties at the following Facsimile numbers or by hand or mailed by first
class certified or registered mail, return receipt requested, postage prepaid to
the parties at the following addresses:

If to Infineon, to:

         Party:                       INFINEON TECHNOLOGIES AG

         Address:                     St.-Martin-Strasse 53
                                      D-81541 Munich
                                      Federal Republic of Germany

         Facsimile No:                +49 89 234 24 108

         Attn. of:                    Legal Department

         With a copy to:              Freshfields Bruckhaus Deringer

         Address:                     Prannerstra(beta)e 10
                                      80333 Munchen
                                      Germany

         Facsimile No.:               +49 89 20 70 21 00

         Attn. of:                    Dr. Ferdinand Fromholzer

                                                                         Page 18
<PAGE>

If to the Company, to:

         Party:                       Finisar Corporation

         Address:                     1308 Moffett Park Drive
                                      Sunnyvale, CA 94089

         Facsimile No:                (408) 541-9579

         Attn. of:                    Chief Executive Officer


         With a copy to:              Gray Cary Ware & Freidenrich LLP

         Address:                     2000 University Avenue
                                      East Palo Alto, CA 94303-2248

         Facsimile No.:               (650) 833-2001

         Attn. of:                    Dennis C. Sullivan, Esq.

15.2     Notices provided in accordance with this Section 15 shall be deemed
delivered upon personal delivery or two business days after deposit in the mail.

16.      ENTIRE AGREEMENT

16.1     This Agreement embodies the entire agreement and understanding between
the parties hereto with respect to the subject matter hereof and supersedes all
prior agreements and understandings relating to such subject matter.

17.      AMENDMENTS AND WAIVERS

17.1     Any term of this Agreement may be amended and the observance of any
term of this Agreement may be waived (either generally or in a particular
instance and either retroactively or prospectively), with the written consent of
the Company and Infineon.

17.2     No waivers of or exceptions to any term, condition or provision of this
Agreement, in any one or more instances, shall be deemed to be, or construed as,
a further or continuing waiver of any such term, condition or provision.

18.      COUNTERPARTS

18.1     This Agreement may be executed in one or more counterparts, each of
which shall be deemed to be an original, but all of which shall be one and the
same document.

                                                                         Page 19
<PAGE>

19.      SEVERABILITY

19.1     The invalidity or unenforceability of any provision of this Agreement
shall not affect the validity or enforceability of any other provision of this
Agreement.

20.      GOVERNING LAW

20.1     This Agreement shall be construed in accordance with, and this
Agreement and all matters arising out of or relating in any way whatsoever
(whether in contract, tort or otherwise) to this Agreement shall be governed by,
the law of the State of New York.

21.      ARBITRATION

21.1     All disputes arising in connection with this Agreement or its validity
shall be finally settled by three arbitrators in accordance with the Arbitration
Rules of the German Institution of Arbitration e.V. (DIS) without recourse to
the ordinary courts of law. The venue of the arbitration shall be Munich. The
language of the arbitral proceedings shall be English.

21.2     Without limiting the foregoing, each party agrees that service of
process on such party as provided in Section 15 shall be deemed effective
service of process on such person.

22.      HEADINGS

22.1     The headings in this Agreement are for convenience of reference only
and shall not control or affect the meaning or construction of any provisions of
this Agreement.

                                                                         Page 20
<PAGE>

IN WITNESS WHEREOF, the Company and Infineon have caused this Agreement to be
executed as of the date first written above by their respective officers
thereunto duly authorized.

                              FINISAR CORPORATION

                              BY: /s/ Dr. Peter Hellich
                                  ------------------------
                              NAME:  Dr. Peter Hellich
                              TITLE:

                              INFINEON TECHNOLOGIES AG

                              BY: /s/ Arno Paetzold        /s/ Rudolf v. Moreau
                                  --------------------     --------------------
                              NAME: Arno Paetzold              Rudolf v. Moreau
                              TITLE:

                                                                         Page 21