**Exhibit 10.106****OEM PURCHASE AGREEMENT****SEVENTH AMENDMENT**This Seventh Amendment (“Amendment”) is effective as of the date of the last signature hereto (the“Effective Date”) and amends the OEM Purchase Agreement dated December 16, 2002 (“Agreement”) byand between Hewlett-Packard Company a Delaware Corporation having a place of Business located at20555 SH 249 Houston, Texas 77070, (“HP”) and Brocade Communications Systems, Inc., a Delawarecorporation having its principal place of business located at 1745 Technology Drive, San Jose,California 95110 (“Brocade”).**RECITALS****WHEREAS**, HP and Brocade have entered into the Agreement pursuant to which HP agreed to purchase andBrocade agreed to sell OEM Products in accordance with the terms and conditions set forth therein;and**WHEREAS,**Brocade has developed a [**] that can be used for [**]; and**WHEREAS**, Brocade has chosen to provide HP access to Brocade hardware and software for performing[**] and associated support; and**WHEREAS,**HP and Brocade desire to enter into a business relationship in which Brocade will provide[**] and support to facilitate HP providing [**] services to HP end user customers;**NOW THEREFORE,**in consideration of the mutual covenants contained herein and for other goodand valuable consideration, the receipt and sufficiency of which are hereby acknowledged, HP andBrocade agree as follows.1.0 DEFINITIONS 1.1 All capitalized terms not defined in this Amendment shall have the same meaning asset forth in the Agreement.  1.2 [**] shall mean the hardware and the [**] specified in the attached ExhibitA-7, which is intended for use by HP under the terms of this Amendment in the deliveryof [**] Services.  1.3 “Advanced Replacement Support” shall mean the Brocade service that providesfor the shipment of hardware replacements within two business days as long as therelevant hardware replacement support calls are received by noon, local Brocadesupport center time. For software support, such Advanced Replacement Support shallinclude any Fix or Workaround (as both terms are defined in Exhibit D of theAgreement) for the hardware operating system and the [**].  1.4 [**] shall mean the software product specified in the attached Exhibit A-7.  1.5 “[**]” shall mean the [**] [**]  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.HP / Brocade CONFIDENTIAL
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2.0 RELATIONSHIP TO THE AGREEMENT. 2.1 Notwithstanding the fact that the [**] are being attached as Exhibit A-7 tothe Agreement, the [**] shall not be considered an OEM Product for the purposes of theAgreement. The [**] The primary purpose of this Amendment is to facilitate HPproviding such [**], and not to facilitate the sale of [**]. Notwithstanding theforgoing, the terms and conditions of the Agreement as it relates to the relationshipbetween the parties (including without limitation payment terms, warranty disclaimers,limitation of liability, confidential information, miscellaneous, etc.) shall remainunchanged and shall remain in full force and effect.3.0 HARDWARE RELATED TERMS. 3.1 Brocade will provide, [**] to HP[**]. All [**] will be shipped, [**] toHP, to an address in the United States provided to Brocade by HP. Title to the [**]hardware equipment will pass to HP upon successful delivery of such hardware equipmentto HP. Brocade will be responsible for resolution of any issues associated with theshipment and delivery of this equipment. [**].  3.2 The [**] shall include an initial [**] of Advanced Replacement Support. HPshall have the option, at HP’s sole discretion, to purchase additional one yearincrements of Advanced Replacement Support for each [**] at the end of the initialwarranty period the for fees listed in Exhibit A-7 and also in the attached Addendumto Exhibit C of the Agreement. If HP should choose to purchase such AdvancedReplacement Support, HP shall issue a purchase order to Brocade for such AdvancedReplacement Support, Brocade will invoice HP and HP shall pay the invoice inaccordance with the payment terms of the Agreement.  3.3 HP shall have the option, at HP’s sole discretion, of having Brocade provide[**] additional evaluation [**] (“Evaluation Units”) to the shipping addressesprovided by HP to Brocade [**] upon HP’s written request to Brocade to be used solelyfor evaluation purposes for a period of [**] commencing on the date the units aredelivered to HP (the “Evaluation Period”). If HP chooses to request that Brocade sendHP the Evaluation Units, HP shall issue a [**] for such Evaluation Units. Brocadeshall provide Advanced Replacement Support for the Evaluation Units during EvaluationPeriod. During the Evaluation Period, HP will have the option, at HP’s solediscretion, to keep [**] of these Evaluation Units [**] to HP by providing writtennotice to Brocade of such decision (“Election Notice”). If HP decides to keep theEvaluation Units, these units to be governed by the same terms as the [**] describedabove. At the end of the Evaluation Period, if Brocade has not received either theEvaluation Units or an Election Notice that HP chooses to keep [**] the EvaluationUnits, then HP will return the units within [**]. HP shall pay Brocade the feesspecified in the attached Addendum to Exhibit C of the Agreement for any [**] providedto end user customers using the Evaluation Units. Brocade will be responsible forresolution of any issues associated with the shipment and delivery of the EvaluationUnits. If HP should elect to return such Evaluation Units, HP shall use the RMAprocess defined in the Agreement. HP shall have the option, at HP’s sole discretion,to purchase additional one year increments of Advanced Replacement Support for eachEvaluation Unit at a cost [**]  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.HP / Brocade CONFIDENTIAL
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   specified in the attached Addendum to Exhibit C of the Agreement which shall begin atthe end of the initial warranty period. 3.4 HP shall have the option, at HP’s sole discretion, to purchase additional[**] at a cost specified in the attached Addendum to Exhibit C of the Agreement.  3.5 HP may not rent, lend, or otherwise transfer the [**] to the end usercustomer and HP will manage any and all dialog with the end user customer as itrelates to the [**].4.0 [**] LICENSE TERMS. 4.1 Subject to the terms and conditions of this Agreement, Brocade and itssuppliers grant to HP a non-exclusive, non-transferable license to use the [**]Software in object code form solely for the purpose of operating the [**] forproviding [**] to end user customers. HP may transfer [**] among users in the HPServices delivery organization.  4.2 At all times, Brocade shall provide the latest version of the [**] includingall patches, fixes and workarounds provided that HP continues to pay the [**]  4.3 [**] fees specified in Exhibit A-7. Such version of the [**] will initiallyhave the offline functionality enabled. Brocade will provide the means for HP toimplement such versions of the [**] either by electronic installation of the softwareby HP or by having the [**] shipped back to Brocade. If it is necessary for [**] tobe returned to Brocade for installation of a new version of the [**], then HP shall beresponsible for shipping the [**] to Brocade and Brocade shall be responsible forshipping the [**] back to HP.  4.4 HP may make two backup copies of the [**] per [**] as may be permitted bylaw, provided HP affixes to such copies all trademark, copyright, patent, and noticesof other proprietary rights that appear on the original.  4.5 Except as otherwise expressly provided in this Amendment, HP shall have noright, and agrees to not to (i) modify, adapt, change, enhance or create derivativeworks based upon the [**]; (ii) copy, or otherwise reproduce the [**] in whole or inpart; (iii) decompile, translate, reverse engineer, disassemble or otherwise reducethe [**] to human-readable form; (iv) remove, modify or otherwise tamper with anynotice or legend containing the [**]. HP’s rights in the [**] will be limited tothose expressly granted herein; all rights not expressly granted herein are reservedto Brocade and its suppliers.  4.6 Brocade anticipates adding online functionality to its [**] in the comingmonths as a separately licensable feature. The pricing for such optional onlinefunctionality of the [**] and [**] is subject to negotiation between HP and Brocade.  4.7 If in the future Brocade develops and implements a registration keytechnology to enforce a metered use of the [**], Brocade will give HP at least 30 daysnotice of the implementation of such registration key process and such process shallbecome effective as of the next full HP fiscal quarter. The procedures forimplementation [**]  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.HP / Brocade CONFIDENTIAL
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   of such registration key process shall be as mutually agreed to between HP andBrocade.5.0 SUPPORT. 5.1 The process for reporting hardware and software defects shall be inaccordance with the Advanced Replacement Support practices. Within ten (10) businessdays of the Effective Date, Brocade will provide HP with instructions and informationrequired by HP to place support calls under the Advanced Replacement Support programregarding defects in the [**] hardware or software.  5.2 Brocade shall provide up to [**] of remote product advice, via telephone oremail, to HP on the use of the [**]. Such telephone product advice shall be availableto HP during Brocade’s normal business hours. Within ten (10) business days of theEffective Date, Brocade will develop a plan, with input from HP, for theimplementation of such remote product advice. Should the volume of such productadvice calls to Brocade from HP exceed [**], Brocade shall have the right to limitsuch calls, or to charge a fee for such additional product advice subject to agreementby HP, and at a cost to be negotiated by HP and Brocade.  5.3 Brocade will provide [**] call center support to HP to assist in faultisolation and resolution of software problems with the [**]. The Brocade website(http://www.brocade.com/support/contacts.jsp) details how to contact the Brocadesupport organization for such support.6.0 CONSULTING SERVICES. 6.1 Brocade shall use reasonable commercial efforts to provide on-site consultingfor the [**] or to perform the [**]s as a subcontractor to HP, upon HP’s writtenrequest and at HP’s sole discretion, for the fees specified in the attached Addendumto Exhibit C of the Agreement. Such services shall be documented in a statement ofwork and jointly agreed to by HP and Brocade. If HP should choose to purchase suchadditional on-site consulting, HP shall issue a not-to-exceed purchase order toBrocade for such consulting, Brocade will invoice HP and HP shall pay the invoice inaccordance with the payment terms of the Agreement.  6.2 While providing on-site consulting to HP related to the [**], or acting as asubcontractor to HP for performing [**], Brocade will maintain the perception of HP asthe primary service provider to the end user customer and shall not make anysolicitation for direct Brocade services without the express written consent of the HPServices Regional Business manager or the HP Services project manager.  6.3 Any professional services provided by Brocade to HP or any end user customershall be governed by the Agreement, unless the parties have entered into a specificagreement related to such professional services. For the professional servicesdelivered outside the United States, the parties acknowledge that such professionalservices may be contracted for or delivered by their subsidiaries and the Agreementshall apply to all such services, unless the parties have entered into a specificagreement related to such professional services. [**]  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.HP / Brocade CONFIDENTIAL
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 6.4 As the service provider to the end user customer, HP will retain control ofthe [**] and be point of communication between Brocade and the end user customer forall active [**] engagements including customer selling, support interaction, issuemanagement, and all other dialog associated with the [**] or the [**].7.0 PAYMENT TERMS. 7.1 When HP uses the [**]or the [**] individually to provide [**], HP shall payBrocade the [**] specified in the attached Addendum to Exhibit C of the Agreement.  7.2 [**], HP will have the option of requesting that Brocade provide a customquotation for such projects via the Brocade “deals desk”. Within ten (10) businessdays of the Effective Date, Brocade will develop a plan, with input from HP, fordefining how HP will contact the Brocade “deals desk” to receive a quote for [**]. Inno case will the price for such large projects exceed the [**] specified in theattached Addendum to Exhibit C of the Agreement. Brocade will use reasonablecommercial efforts to provide such quotations within two (2) business days of receiptof a request for a special quotation from HP. Notwithstanding the foregoing, therewill be no charge for [**] in any [**] or for any [**] used in [**] of the [**]product.  7.3 When HP uses the [**] in a [**], HP shall keep a record of all such uses.Within 30 days of the end of each HP fiscal quarter, HP shall issue a purchase orderto Brocade for [**] during the previous HP fiscal quarter. The amount of thispurchase order will reflect the pricing in the attached Addendum to Exhibit C of theAgreement or the special pricing provided by the Brocade “deal desk”, and the BrocadeSKU numbers specified in the attached Addendum to Exhibit C of the Agreement. Brocadewill invoice HP, and HP shall pay Brocade, according to the terms of the Agreement.For privacy reasons, end user customer [**] will not be provided or reported toBrocade except for delivery zip code to facilitate Brocade field compensationprocesses. Brocade reserves the right to validate [**] usage under the terms of thisAmendment.8.0 CONFIDENTIAL INFORMATION. 8.1 Both HP and Brocade acknowledge that information regarding which tools HPuses to provide such [**] is proprietary information and that all activitiesassociated with this service will fall under the confidentiality terms in the OEMAgreement.9.0 TRAINING 9.1 Brocade grants HP the right to make copies and distribute such copies of theBrocade provided [**] documentation and training materials provided that distributionof such materials shall be limited solely to HP support personnel for internaltraining of HP Services personnel. [**]  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.HP / Brocade CONFIDENTIAL
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 9.2 In the Americas only, Brocade shall provide HP, at no charge, with trainingrelated to performing the [**] for a [**]. HP will use reasonable efforts to ensurethat such training takes place within three months of the Effective Date at Brocade orHP training facilities. The exact dates and logistics of such training will be asmutually agreed upon. Similar training will be provided to non-Americas HP personnelif HP elects to keep the Evaluation Units. The details and logistics of suchnon-Americas training will be as mutually agreed upon.The parties have caused this Amendment to be executed by their duly authorized representatives asindicated below.         **AGREED:**       **BROCADE COMMUNICATIONS SYSTEMS INC. (“SUPPLIER”)** **HEWLETT-PACKARDCOMPANY**