EX-10.14



 





Exhibit 10.14




July 20, 2005




FIRST AMENDMENT TO




OEM PRODUCT PURCHASE AGREEMENT PRO10804-100804




BY AND BETWEEN




HEWLETT-PACKARD COMPANY




AND




VOLTAIRE INC.





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AMENDMENT #1

TO THE OEM PRODUCT PURCHASE AGREEMENT PRO10804-100804



This Amendment #1 (the “Amendment”) to the OEM Product Purchase Agreement (the “Agreement”) dated
October 8, 2004, by and between Hewlett-Packard Company, and its Subsidiaries, divisions and
affiliates (“HP”) and Voltaire Inc., (“Voltaire”) is made as of July 20, 2005, (the “Effective Date
of the First Amendment”)



The parties hereby agree as follows:





	 	1.	 	Except as otherwise provided herein, all of the terms, covenants and conditions used
here shall have the meanings ascribed to them in the Agreement. In the event of a conflict
among the terms and conditions of this Amendment and the Agreement, the following order of
precedence shall prevail:






	 	a.	 	this Amendment, and
	 
	 	b.	 	the Agreement.






	 	2.	 	In Exhibit B, immediately preceding Section 13.4, a new section will be added that
reads as follows:






	 	13.3A	 	Linux Kernel Modules. To the extent any of the Software
provided by Supplier to HP hereunder contains any Linux kernel module (“Module”)
that is not licensed under the GNU General Public License (“GPL”) at the time the
Module is provided to HP, the following shall apply. Notwithstanding anything to
the contrary in this Agreement, within 12 months after providing such Module to HP,
Supplier shall either (i) make such Module available under the GPL (or under a dual
GPL/BSD license) or (ii) make an Alternative Module available under the GPL (or
dual GPL/BSD license), where “Alternative Module” means a module that provides
reasonably comparable performance to the original Module, provides at least all of
the functionality specified in the IBTA Standard V1.2 that also exists in
Supplier’s original Module . In such event, the GPL license (or dual GPL/BSD
license) will control HP’s use and distribution of such Module or Alternative
Module (as the case may be), notwithstanding anything to the contrary in this
Agreement.
	 
	 	 	 	In the event an owner of a copyright interest in a Module asserts a Valid Claim
(as defined herein) to HP, to Supplier or to another third party that is an HP
customer of the Products that any of these specific Modules should be licensed
under the GPL to meet the requirements of the GPL as that license is applied to
the Linux kernel, and that Module has not yet been made available under the GPL,
Supplier shall release such Module or an Alternative Module under the GPL (or
dual GPL/BSD license) within 30 days of the date of the assertion of the Valid
Claim. In such event, the GPL (or dual GPL/BSD) license will control HP’s use
and distribution of such Module (or Alternative Module) notwithstanding anything
to the contrary in this Agreement. For purposes of this section only, a “Valid
Claim” means a claim in writing that a Module must be licensed under the GPL,
and both HP and Supplier believe (a) the claim to have merit without any
reasonable defense, and (b) that the claimant has legal standing to pursue such
claim in respect of the Module(s) in question.





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IN WITNESS WHEREOF, Voltaire and HP have caused this Amendment to be duly executed by their
respective duly authorized representatives as of the day and year first above written. This
Amendment will not be fully executed and binding on the parties unless and until authorized
signatures of both parties are affixed hereto.




	 	 	 	 	 	 	 	 	 
	VOLTAIRE INC.	 	 	 	HEWLETT-PACKARD COMPANY
	 
	 	 	 	 	 	 	 	 
	By:

	 	 	 	 	 	By:	 	 
	 

	 	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Name:

	 	 	 	 	 	Name:	 	 
	 

	 	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Title:

	 	 	 	 	 	Title:	 	 
	 

	 	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Date:

	 	 	 	 	 	Date:	 	 
	 

	 	 
	 	 	 	 	 	 






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