exv10w2






Exhibit 10.2









PPA #1526-031701




OEM PURCHASE AGREEMENT




THIRTEENTH AMENDMENT



This THIRTEENTH AMENDMENT TO THE OEM PURCHASE AGREEMENT (the “Amendment”) supplements that certain
OEM PURCHASE AGREEMENT 1526-031701, which has an effective date of December 16, 2002 and which is
by and between Hewlett-Packard Company (herein “HP”), BROCADE COMMUNICATIONS and BROCADE
COMMUNICATIONS SWITZERLAND SARL (herein “Supplier”).




RECITALS



WHEREAS, HP and Supplier have previously entered into the OEM Agreement (the “Agreement”) stated
above;



WHEREAS, the purpose of this Amendment is to set forth commercial and other terms and conditions
for Product sold by Supplier and purchased by HP pursuant to the Agreement; and



WHEREAS, HP and Supplier desire to supplement the Agreement as herein provided.



NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, HP and Supplier hereby agree as follows:





	 	1.	 	The effective date (“Effective Date”) of this
Amendment is March 6, 2009 however; the effective date of the change detailed at paragraph 4 below is effective
retroactively to the Effective Date of the Agreement.
	 
	 	2.	 	Capitalized terms used herein, unless otherwise defined, will have the meanings
given in the Agreement.
	 
	 	3.	 	This Amendment may be signed in original or emailed counterparts, and each
counterpart will be considered an original, but all of which together will constitute
one and the same instrument.
	 
	 	4.	 	Section 1.1 of the Agreement is modified to include the following sentence:
	 
	 	 	 	Notwithstanding anything in this Agreement to the contrary, Supplier acknowledges and
agrees that all OEM Product, [**], purchases by HP and its Eligible
Purchasers from Supplier shall be governed by the terms of this Agreement whether or
not set forth in an Exhibit to this Agreement.
	 
	 	5.	 	The Agreement continues in full force and effect, and except as may be expressly
set forth in this Amendment, the Agreement is unchanged.
	 
	 	6.	 	For all other new or different products not covered by Section 4 above or a
special development agreement or amendment to the Agreement, the parties agree to
discuss the relative terms and conditions and either add the products to the Agreement
or create a new amendment to address unique terms and conditions associated with such
product.







 




			
	**	 	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.





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IN WITNESS WHEREOF, the parties, intending to be legally bound hereby, have executed this Agreement
as of the Effective Date.


AGREED:



	 	 	 	 	 	 	 	 	 	 	 
	BROCADE COMMUNICATIONS	 	 	 	HEWLETT-PACKARD COMPANY	 	 
	SYSTEMS INC. (“Supplier”)	 	 	 	(“HP”)	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:
	 	/s/ Charles Leeming	 	 	 	By:	 	/s/ Richard Gentilini	 	 
	 
	 	 

	 	 
	 	 	 	 

	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Name:
	 	Charles Leeming	 	 	 	Name:	 	Richard Gentilini	 	 
	 
	 	 

	 	 
	 	 	 	 

	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Title:
	 	VP, OEM Sales	 	 	 	Title:	 	Dir, SWD Global Procurement	 	 
	 
	 	 

	 	 
	 	 	 	 

	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Date:
	 	1/8/09	 	 	 	Date:	 	3-14-09	 	 
	 
	 	 

	 	 
	 	 	 	 

	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	BROCADE COMMUNICATIONS	 	 	 	 	 	 	 	 
	SWITZERLAND, SARL. (“Supplier”)	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:
	 	/s/ Ulrich Plechschmidt	 	 	 	 	 	 	 	 
	 
	 	 

	 	 	 	 	 	 	 	 
	Name:
	 	Ulrich Plechschmidt	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Title:
	 	Vice President FMEA	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Date:
	 	12-January-2009	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 






Legal Approved on:

January 8, 2009


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