Exhibit




Exhibit 10.2


IBM and Brocade
Statement of Work


Base Agreement # ROC-P-68
SOW # 7 (Contract Number 4907015087.0)


SOW #7
Amendment # 11


This Amendment # 11 is subject to the terms and conditions and forms a part of Statement of Work 7, as amended, and its related Agreement # ROC-P-68 (collectively, “Agreement”) between International Business Machines Corporation (“Buyer” or “IBM”) and Brocade Communications Systems, Inc. and Brocade Communications Switzerland, SarL (individually and collectively, “Supplier” or “Brocade”). For good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the parties hereto agree as follows:


PURPOSE:


The purpose of this Amendment # 11 is to add IBM Network Advisor 12.4.x as a Licensed Work under this SOW #7.


NOW, THEREFORE, THE FOLLOWING CHANGES ARE MADE TO SOW #7 BY THIS AMENDMENT #11:


		
	1.
	Delete Table 4, IBM Network Advisor Pricing, to Attachment A, and replace with the updated Table 4, IBM Network Advisor Pricing, to Attachment A, as set forth in substantially the form attached hereto as Exhibit 2 to this Amendment. 




		
	2.
	Delete Exhibit 1, Attachment F-3, and replace with updated Exhibit 1, Attachment F-3.








(The remainder of this page intentionally left blank)

	
			
	IBM/Brocade
	 
	Page 1 of 4

	Amendment #11 to SOW #7 (Contract Number 4907015087.0)
	 








IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their respective duly authorized representatives.


	
			
	ACCEPTED AND AGREED TO:
	 
	ACCEPTED AND AGREED TO:

	International Business Machines Corporation
	 
	Brocade Communications Systems, Inc.

	 
	 
	 

	By: /s/ David Lake                                                          
	 
	By: /s/ Charles Leeming                                                 

	(Authorized signature)
	 
	(Authorized signature)

	 
	 
	 

	Name David Lake                                                           
	 
	Name Charles Leeming                                                  

	(Type or print)
	 
	(Type or print)

	 
	 
	 

	Title Procurement GCM                                                 
	 
	Title Global VP, OEM, Distribution & Channels           

	 
	 
	 

	Date 6-10-15                                                                   
	 
	Date 6-10-15                                                                   

	 
	 
	 




	
		
	 
	ACCEPTED AND AGREED TO:

	 
	Brocade Communications Switzerland, SarL

	 
	 

	 
	By: /s/ Pierre MATTENBERGER                                  

	 
	(Authorized signature)

	 
	 

	 
	Name Pierre MATTENBERGER                                   

	 
	(Type or print)

	 
	 

	 
	Title Director                                                                  

	 
	 

	 
	Date June 9th, 2015                                                       





	
			
	IBM/Brocade
	 
	Page 2 of 4

	Amendment #11 to SOW #7 (Contract Number 4907015087.0)
	 








Exhibit 1
Attachment F-3


Branding, Description of Licensed Work, and Milestone Schedules
For Network Advisor


1.0 Buyer Branded Version of  Supplier’s OEM Software Product
The Licensed Work will be comprised of a Buyer-branded version of Supplier’s Brocade Network Advisor software product. The Buyer branded version will be called “IBM Network Advisor.” Supplier consents to the use by Buyer the name “IBM Network Advisor”, “Network Advisor”. The Licensed Work will be provided by Supplier to Buyer in Object Code format. 


2.0 Description of Licensed Works


2.1    Description of Licensed Work for IBM Network Advisor	
						
	Code Name
	Version
	Description
	Documentation
	Format
	Delivery Requirements

	Network Advisor
	12.0.x
12.1.x
12.3.x
[***]
	IBM Network Advisor
	Online
	Object Code
	CD, License key documentation
[***]






2.1.1 Operating System Requirements
Brocade Network Advisor operating system requirements can be found in Brocade documentation located on line via our partner web portal. To access, log in to MyBrocade -> documentation -> management software. Brocade Network Advisor Installation Guide (by version). Specific document part numbers listed below.




IBM Network Advisor v12.0.x
Brocade Network Advisor
Installation and Migration Guide
PN: 53-1002699-01
Date: December 17, 2012


IBM Network Advisor v12.1.x
Brocade Network Advisor
Installation and Migration Guide
PN: 53-1002950-01
Date: July 26, 2013


IBM Network Advisor v12.3.x
Brocade Network Advisor
SAN Installation and Migration Guide
PN: 53-1003158-01
Date: July 11, 2014






















[***] Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

	
			
	IBM/Brocade
	 
	Page 3 of 4

	Amendment #11 to SOW #7 (Contract Number 4907015087.0)
	 








[***]


2.2 Documentation : Supplier will provide Buyer with IBM branded customer documentation.
      a) Internal (standard Supplier documentation)
      b) External (on-line documentation)
      c) No other related written materials


2.2.1 Other Materials:
a)    Quality Plan:  Supplier will provide Buyer with quality plan upon Buyer’s request
b)    Test Results:  Supplier will provide Buyer with available test results upon Buyer’s request
c)     Test Cases:    Supplier will provide Buyer with available test cases upon Buyer’s request.
d)    Maintenance and Support Reports (including information required and format)
e)     Promotional Materials: Buyer and Supplier will mutually determine what promotional materials are needed for the Licensed Works.
f)     Education/Training material: Buyer and Supplier will mutually determine what Education and Training materials are needed for the Licensed Works.


2.2.2 Code deposited on CD media and shipped to Buyer as directed on Buyer’s purchase order. Beginning with v12.3, Code is available on IBM’s support download site only.




3.    Identification of Tools 
No tools are provided for the Licensed Works.






























































[***] Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

	
			
	IBM/Brocade
	 
	Page 4 of 4

	Amendment #11 to SOW #7 (Contract Number 4907015087.0)
	 






TABLE 4 - IBM NETWORK ADVISOR PRICING


4907015087 (SOW-7) - AMENDMENT 11
Product Price List and Description
Date: JUNE 5, 2015 FINAL


	
										
	BROCADE
	IBM
	IBM (End-Customer P/N)
	IBM NETWORK ADVISOR
	 

	Brocade p/n
	IBM Hub 
Stock P/N
	US 
Feature Code
	LA/EMEA Feature Code
	AP/
Canada Feature Code
	Feature Description
	Unit Price
	 Software Maintenance 
	  TOTAL UNIT PRICE
	 

	IBM Machine Type / Model:   5639-NAT
	IBM System Storage 
Data Center Fabric Manager v12.x
	 

	IB-NA-SAN-ENT3-M
	 
	[***]
	[***]
	[***]
	NA Ent v12 Per Install with 1 Year SW Maintenance
	 [***] 
	 [***] 
	 [***] 
	(-M = 13 months SW Maintenance )

	IB-NA-SAN-PLU-UPG3-M
	 
	[***]
	[***]
	[***]
	Add NA Ent to ProPlus v12 Per Install with 1 Year SW Maintenance
	 [***] 
	 [***] 
	 [***] 
	(-M = 13 months SW Maintenance )

	IB-NA-SAN-PLU3-M
	 
	[***]
	[***]
	[***]
	NA ProPlus v12 Per Install with 1 Year SW Maintenance
	 [***] 
	 [***] 
	 [***] 
	(-M = 13 months SW Maintenance )

	NA v12 Media Kits
	 

	IB-NA-SAN-12ENT
	LCD7-5634-00
	[***]
	[***]
	[***]
	NA v12 Media Kit Enterprise Code DVD and LEF CD.
MUST be ordered in quantity of 50 units  (MOQ)
	 [***] 
	 [***] 
	 [***] 
	 

	IB-NA-SAN-12PLU-UPG
	LCD7-5636-00
	[***]
	[***]
	[***]
	NA v12 Media Kit upgrade Code DVD and LEF CD
MUST be ordered in quantity of 50 units (MOQ)
	 [***] 
	 [***] 
	 [***] 
	 

	IB-NA-SAN-12PLU
	LCD7-5635-00
	[***]
	[***]
	[***]
	NA v12 Media Kit ProPlus Code DVD and LEF CD
MUST be ordered in quantity of 50 units (MOQ)
	 [***] 
	 [***] 
	 [***] 
	 

	NA v12.1 Media Kits
	 

	IB-NA-SAN-121ENT
	 LCD7-5634-01
	[***]
	[***]
	[***]
	NA v12.1 Media Kit Enterprise Code DVD and LEF CD.
MUST be ordered in quantity of 50 units  (MOQ)
	 [***] 
	 [***] 
	 [***] 
	 

	IB-NA-SAN-121PLU-UPG
	LCD7-5636-01
	[***]
	[***]
	[***]
	NA v12.1 Media Kit upgrade Code DVD and LEF CD
MUST be ordered in quantity of 50 units (MOQ)
	 [***] 
	 [***] 
	 [***] 
	 

	IB-NA-SAN-121PLU
	LCD7-5635-01
	[***]
	[***]
	[***]
	NA v12.1 Media Kit ProPlus Code DVD and LEF CD
MUST be ordered in quantity of 50 units (MOQ)
	 [***] 
	 [***] 
	 [***] 
	 

	NA v12.3 [***] Paperpack
	 

	IB-NA-SAN-123ENT
	SC27-6629-00
	[***]
	[***]
	[***]
	IBM Network Advisor paperpack includes Enterprise Transaction Key
MUST be ordered in quantity of 50 units  (MOQ)
	 [***] 
	 [***] 
	 [***] 
	 





	
			
	Amendment 11 to SOW 7
	 
	Page 1

	Table 4
	 
	Brocade Confidential Information

	[***] Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.








TABLE 4 - IBM NETWORK ADVISOR PRICING


4907015087 (SOW-7) - AMENDMENT 11
Product Price List and Description
Date: JUNE 5, 2015 FINAL


	
										
	BROCADE
	IBM
	IBM (End-Customer P/N)
	IBM NETWORK ADVISOR
	 

	Brocade p/n
	IBM Hub 
Stock P/N
	US 
Feature Code
	LA/EMEA Feature Code
	AP/
Canada Feature Code
	Feature Description
	Unit Price
	 Software Maintenance 
	  TOTAL UNIT PRICE
	 

	IB-NA-SAN-123PLU-UPG
	SC27-6631-00
	[***]
	[***]
	[***]
	IBM Network Advisor paperpack includes Pro Plus to Enterprise UpgradeTransaction Key
MUST be ordered in quantity of 50 units (MOQ)
	 [***] 
	 [***] 
	 [***] 
	 

	IB-NA-SAN-123PLU
	SC27-6632-00 
	[***]
	[***]
	[***]
	IBM Network Advisor paperpack includes Pro Plus Transaction Key
MUST be ordered in quantity of 50 units (MOQ)
	 [***] 
	 [***] 
	 [***] 
	 

	IBM Machine Type / Model:   5639-NA2
	IBM NETWORK ADVISOR
1 Yr Renewal
	 

	N/A
	 
	[***]
	[***]
	[***]
	Per Install SW Maintenance NoCharge Registration
	 [***] 
	 [***] 
	 [***] 
	 

	IB-NA-SAN-ENT-SVC-MAINT
	 
	[***]
	[***]
	[***]
	Per Install SW Maintenance 1 Year Renewal
	 [***] 
	 [***] 
	 [***] 
	 

	N/A
	 
	[***]
	[***]
	[***]
	Per Install SW Maintenance NoCharge Registration
	 [***] 
	 [***] 
	 [***] 
	 

	IB-NA-SAN-PLU-SVC-MAINT
	 
	[***]
	[***]
	[***]
	Per Install SW Maintenance 1 Year Renewal
	 [***] 
	 [***] 
	 [***] 
	 

	IBM Machine Type / Model:   5639-NA3
	IBM NETWORK ADVISOR
1 Yr After License
	 

	IB-NA-SAN-ENT-SVC-MAINT1A
	 
	[***]
	[***]
	[***]
	Per Install SW Maintenance 1 Year After License
	 [***] 
	 [***] 
	 [***] 
	 

	IB-NA-SAN-PLU-SVC-MAINT1A
	 
	[***]
	[***]
	[***]
	Per Install SW Maintenance 1 Year After License
	 [***] 
	 [***] 
	 [***] 
	 

	IBM Machine Type / Model:   5639-NA4
	IBM NETWORK ADVISOR
3 Yr Registration
	 

	IB-NA-SAN-ENT-SVC-MAINT3R
	 
	[***]
	[***]
	[***]
	Per Install SW Maintenance 3 Year Registration
	 [***] 
	 [***] 
	 [***] 
	(2yr SVC additional to 1yr -M)

	IB-NA-SAN-PLU-SVC-MAINT3R
	 
	[***]
	[***]
	[***]
	Per Install SW Maintenance 3 Year Registration
	 [***] 
	 [***] 
	 [***] 
	(2yr SVC additional to 1yr -M)

	IBM Machine Type / Model:   5639-NA5
	IBM NETWORK ADVISOR
3 Yr Renewal
	 

	IB-NA-SAN-ENT-SVC-MAINT3
	 
	[***]
	[***]
	[***]
	Per Install SW Maintenance 3 Year Renewal
	 [***] 
	 [***] 
	 [***] 
	(3yr duration renewal)

	IB-NA-SAN-PLU-SVC-MAINT3
	 
	[***]
	[***]
	[***]
	Per Install SW Maintenance 3 Year Renewal
	 [***] 
	 [***] 
	 [***] 
	(3yr duration renewal)

	IBM Machine Type / Model:   5639-NA6
	IBM NETWORK ADVISOR
 3 Yr After License
	 

	IB-NA-SAN-ENT-SVC-MAINT3A
	 
	[***]
	[***]
	[***]
	Per Install SW Maintenance 3 Year After License
	 [***] 
	 [***] 
	 [***] 
	(3yr duration renewal)





	
			
	Amendment 11 to SOW 7
	 
	Page 2

	Table 4
	 
	Brocade Confidential Information

	[***] Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.








TABLE 4 - IBM NETWORK ADVISOR PRICING


4907015087 (SOW-7) - AMENDMENT 11
Product Price List and Description
Date: JUNE 5, 2015 FINAL


	
										
	BROCADE
	IBM
	IBM (End-Customer P/N)
	IBM NETWORK ADVISOR
	 

	Brocade p/n
	IBM Hub 
Stock P/N
	US 
Feature Code
	LA/EMEA Feature Code
	AP/
Canada Feature Code
	Feature Description
	Unit Price
	 Software Maintenance 
	  TOTAL UNIT PRICE
	 

	IB-NA-SAN-PLU-SVC-MAINT3A 
	 
	[***]
	[***]
	[***]
	Per Install SW Maintenance 3 Year After License
	 [***] 
	 [***] 
	 [***] 
	(3yr duration renewal)





	
			
	Amendment 11 to SOW 7
	 
	Page 3

	Table 4
	 
	Brocade Confidential Information

	[***] Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.








TABLE 4 - IBM NETWORK ADVISOR PRICING


4907015087 (SOW-7) - AMENDMENT 11
Product Price List and Description
Date: JUNE 5, 2015 FINAL


	
										
	BROCADE
	IBM
	IBM (End-Customer P/N)
	IBM NETWORK ADVISOR
	 

	Brocade p/n
	IBM Hub 
Stock P/N
	US 
Feature Code
	LA/EMEA Feature Code
	AP/
Canada Feature Code
	Feature Description
	[***]
	 [***] 
	 [***] 
	 

	IBM Machine Type / Model:   5639-NA1
	IBM System Storage 
Data Center Fabric Manager v11.x
	NOTES

	IB-NA-SAN-ENT2-M
	 
	[***]
	[***]
	[***]
	NA Ent V11 Per Install with 1 Year SW Maintenance
	 [***] 
	 [***] 
	 [***] 
	(-M = 13 months SW Maintenance )

	IB-NA-SAN-PLU-UPG2-M
	 
	[***]
	[***]
	[***]
	Add NA Ent to ProPlus V11 Per Install with 1 Year SW Maintenance
	 [***] 
	 [***] 
	 [***] 
	(-M = 13 months SW Maintenance )

	IB-NA-SAN-PLU2-M
	 
	[***]
	[***]
	[***]
	NA ProPlus V11 Per Install with 1 Year SW Maintenance
	 [***] 
	 [***] 
	 [***] 
	(-M = 13 months SW Maintenance )

	IB-NA-SAN-ENT
	LK4T-4924-01
	[***]
	 
	 
	NA V11 Media Kit Enterprise Code DVD and LEF CD
MUST be ordered in quantity of 50 units
	 [***] 
	 [***] 
	 [***] 
	 

	IB-NA-SAN-PLU-UPG
	LK4T-4926-01
	[***]
	 
	 
	NA V11 Media Kit upgrade Code DVD and LEF CD
MUST be ordered in quantity of 50 units
	 [***] 
	 [***] 
	 [***] 
	 

	IB-NA-SAN-PLU 
	LK4T-4925-01
	[***]
	 
	 
	NA V11 Media Kit ProPlus Code DVD and LEF CD
MUST be ordered in quantity of 50 units
	 [***] 
	 [***] 
	 [***] 
	 





	
			
	Amendment 11 to SOW 7
	 
	Page 4

	Table 4
	 
	Brocade Confidential Information

	[***] Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.