exv10w5






Exhibit 10.5




December 9, 2008




Brocade Communications Systems, Inc.

1745 Technology Drive

San Jose, CA 95119



Subject: Amendment #13 to Statement of Work #4903RL1112 (“SOW”) dated December 15, 2003



This Amendment #13 “(Amendment”) to Statement of Work # 4903RL1112 (“SOW”) adopts and incorporates
by reference the terms and conditions of Goods Agreement # 4999RO0015 (“Agreement”) by and between
Brocade Communications Systems, Inc. (“Brocade”) and International Business Machines Corporation
(“IBM”). The parties agree to amend the SOW as follows. All other terms and conditions in the
Base Agreement and SOW shall remain in full force and effect.



This amendment will be effective when signed by both parties.




Replace Section 4 of PUA “Product Price List and Description” in its entirety with the following:




Section 4.0: PART NUMBER UNIQUE TERMS




Section 4.1 PRODUCT PRICE LIST AND DESCRIPTION




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Buyer	 	 	 	 	 	Fulfillment	 	 	 	 	 	 	 	Ship	 	Freight -	 	 	 	 
	Part	 	Supplier Part	 	locations	 	Product	 	 	 	group	 	DDU for hub locs	 	**Software	 	 
	Number	 	Number *	 	(if required) *	 	Description	 	Unit Price of Product	 	adder	 	FCA for non-hub loc	 	Maintenance	 	Total Price
	2GBit/sec Products
	 
	 	[**]	 	 	 	[**]	 	 	 	[**]	 	 	 	[**]	 	 	[**]	 	 	[**]	 	 	 	[**]	 	 	 	[**]	 	 	 	[**]	 
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	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	[**]	 	 	 	 	 	 	 	 	 	 	 	 	 	 	[**]	 









 




			
	[**]	 	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.





			
	 	 	 
	Base Agreement #4999RO0015

Statement of Work #4903RL1112

Amendment 13
	 	Page 1 of 8






 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Intel	 	 	 	 	 	Fulfillment hub	 	 	 	 	 	 	 	Ship	 	Freight -	 	 	 	 
	Part	 	Supplier Part	 	locations (if	 	Product	 	 	 	group	 	DDU for hub locs	 	**Software	 	 
	Number	 	Number *	 	required) *	 	Description	 	Unit Price of Product	 	adder	 	FCA for non-hub loc	 	Maintenance	 	Total Price
	2GBit/sec Products (Intel)
	 
	 	[**]	 	 	 	[**]	 	 	 	[**]	 	 	 	[**]	 	 	[**]	 	 	[**]	 	 	 	[**]	 	 	 	[**]	 	 	 	[**]	 
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	 	[**]	 	 	 	[**]	 	 	 	[**]	 	 	 	[**]	 	 	[**]	 	 	[**]	 	 	 	[**]	 	 	 	[**]	 	 	 	[**]	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	[**]	 	 	 	[**]	 	 	 	[**]	 	 	 	[**]	 	 	[**]	 	 	[**]	 	 	 	[**]	 	 	 	[**]	 	 	 	[**]	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	[**]	 	 	 	[**]	 	 	 	[**]	 	 	 	[**]	 	 	[**]	 	 	[**]	 	 	 	[**]	 	 	 	[**]	 	 	 	[**]	 







	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Intel	 	 	 	 	 	Fulfillment hub	 	 	 	 	 	 	 	Ship	 	Freight -	 	 	 	 
	Part	 	Supplier Part	 	locations (if	 	Product	 	 	 	group	 	DDU for hub locs	 	**Software	 	 
	Number	 	Number *	 	required) *	 	Description	 	Unit Price of Product	 	adder	 	FCA for non-hub loc	 	Maintenance	 	Total Price
	2GBit/sec Products (Intel)
	 
	 	[**]	 	 	 	[**]	 	 	 	[**]	 	 	 	[**]	 	 	[**]	 	 	[**]	 	 	 	[**]	 	 	 	[**]	 	 	 	[**]	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	[**]	 	 	 	 	 	 	 	 	 	 	 	 	 	 	[**]	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	[**]	 	 	 	 	 	 	 	 	 	 	 	 	 	 	[**]	 
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	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	[**]	 	 	 	 	 	 	 	 	 	 	 	 	 	 	[**]	 









 




			
	[**]	 	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.





			
	 	 	 
	Base Agreement #4999RO0015

Statement of Work #4903RL1112

Amendment 13
	 	Page 2 of 8






 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	[**]	 	 	 	[**]	 	 	 	[**]	 	 	 	[**]	 	 	[**]	 	 	[**]	 	 	 	[**]	 	 	 	[**]	 	 	 	[**]	 
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	Buyer	 	 	 	 	 	Fulfillment	 	 	 	 	 	 	 	Ship	 	Freight -	 	 	 	 
	Part	 	Supplier Part	 	locations	 	Product	 	 	 	group	 	DDU for hub locs	 	**Software	 	 
	Number	 	Number *	 	(if required) *	 	Description	 	Unit Price of Product	 	adder	 	FCA for non-hub loc	 	Maintenance	 	Total Price
	4GBit/sec Products
	 
	 	[**]	 	 	 	[**]	 	 	 	[**]	 	 	 	[**]	 	 	[**]	 	 	[**]	 	 	 	[**]	 	 	 	[**]	 	 	 	[**]	 
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[**]	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 









 




			
	[**]	 	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.





			
	 	 	 
	Base Agreement #4999RO0015

Statement of Work #4903RL1112

Amendment 13
	 	Page 3 of 8






 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
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	 	[**]	 	 	 	[**]	 	 	 	[**]	 	 	 	[**]	 	 	[**]	 	 	[**]	 	 	 	[**]	 	 	 	[**]	 	 	 	[**]	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	[**]	 	 	 	[**]	 	 	 	[**]	 	 	 	[**]	 	 	 	 	 	 	 	 	 	[**]	 	 	 	 	 	 	 	 	 









 




			
	[**]	 	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.





			
	 	 	 
	Base Agreement #4999RO0015

Statement of Work #4903RL1112

Amendment 13
	 	Page 4 of 8







 











 





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Fulfillment hub	 	 	 	 	 	 	 	 	 	 	 	 	 	Freight -	 	 	 	 
	 	 	Supplier Part	 	locations	 	 	 	 	 	 	 	 	 	 	 	 	 	DDU for hub locs	 	**Software	 	 
	Buyer Part Number	 	Number *	 	(if required) *	 	Product Description	 	Unit Price of Product	 	Ship group adder	 	FCA for non-hub loc	 	Maintenance	 	Total Price
	 	 	4GBit/sec Products
	[**]
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Section 4.2: PRODUCT UNIT TERMS & REPAIR PRICING




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Buyer P/N	 	Supplier P/N	 	Fulfillment locations	 	Description	 	Warranty Period	 	TAT	 	Repair Price(USD)*
	 	 	2GBit/sec Products
	[**]
	 	 	[**]	 	 	 	[**]	 	 	 	[**]	 	 	 	[**]	 	 	 	[**]	 	 	 	[**]	 
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	 	 	[**]	 	 	 	—	 	 	 	[**]	 	 	 	[**]	 	 	 	[**]	 	 	 	[**]	 








 




			
	[**]	 	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.





	 	 	 
	Base Agreement #4999RO0015 

Statement of Work #4903RL1112

Amendment 13

	 	Page 5 of 8






 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Buyer P/N	 	Supplier P/N	 	Fulfillment locations	 	Description	 	Warranty Period	 	TAT	 	Repair Price(USD)*
	 	 	2GBit/sec Products
	[**]
	 	 	[**]	 	 	 	—	 	 	 	[**]	 	 	 	[**]	 	 	 	[**]	 	 	 	[**]	 
	[**]
	 	 	[**]	 	 	 	—	 	 	 	[**]	 	 	 	[**]	 	 	 	[**]	 	 	 	[**]	 








 




			
	*	 	Repair Price applies only to Products sent to Supplier for Repair, which are not covered by the warranties in the Agreement.





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Intel P/N	 	Supplier P/N	 	Fulfillment locations	 	Description	 	Warranty Period	 	TAT	 	Repair Price(USD)*
	 	 	2GBit/sec Products
	[**]
	 	 	[**]	 	 	 	[**]	 	 	 	[**]	 	 	 	[**]	 	 	 	[**]	 	 	 	[**]	 
	[**]
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	*	 	Repair Price applies only to Products sent to Supplier for Repair, which are not covered by the warranties in the Agreement.





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Buyer P/N	 	Supplier P/N	 	Fulfillment locations	 	Description	 	Warranty Period	 	TAT	 	Repair Price(USD)*
	 	 	4GBit/sec Products
	[**]
	 	 	[**]	 	 	 	[**]	 	 	 	[**]	 	 	 	[**]	 	 	 	[**]	 	 	 	[**]	 
	[**]
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	 	 	[**]	 	 	 	[**]	 	 	 	[**]	 	 	 	[**]	 	 	 	[**]	 	 	 	[**]	 








 




			
	[**]	 	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.





	 	 	 
	Base Agreement #4999RO0015

Statement of Work #4903RL1112

Amendment 13

	 	Page 6 of 8






 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	Buyer P/N	 	Supplier P/N	 	Fulfillment locations	 	Description	 	Warranty Period	 	TAT	 	Repair Price(USD)*
	 	 	4GBit/sec Products
	[**]

	 	[**]
	 	[**]
	 	[**]
	 	[**]
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	 	[**]
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	 	[**]
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	*	 	Repair Price applies only to Products sent to Supplier for Repair, which are not covered by the warranties in the Agreement.
	 
	[**]	 	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.





	 	 	 
	Base Agreement #4999RO0015 

Statement of Work #4903RL1112

Amendment 13

	 	Page 7 of 8






 









 




The parties acknowledge that they have read this Amendment, understand it, and agree to be bound by
its terms and conditions. Further, they agree that this Amendment and the subject Agreement are
the complete and exclusive statement of the agreement between the parties, superseding all
proposals or other prior agreements, oral or written, and all other communications between the
parties relating to this subject.



Except as specifically provided for in the foregoing provisions of this Amendment, the SOW shall
continue in full force and effect. All capitalized terms defined in the Agreement which are used
in this Amendment without further definition shall have the meanings ascribed to them in the
Agreement.



Please have your authorized representative indicate acceptance thereof by signing both copies of
the Amendment and returning one copy to the attention of Bryn Smith.




	 	 	 	 	 	 	 	 	 
	
ACCEPTED AND AGREED TO:	 	 	 	 	 	ACCEPTED AND AGREED TO:
	 
	 	 	 	 	 	 	 	 
	
International Business Machines Corporation	 	 	 	 	 	Brocade Communications
	 
	 	 	 	 	 	 	 	 
	By:

	 	 	 	 	 	By:	 	 
	 

	 	 
	 	 	 	 	 	 
	 

	 	IBM Signature           Date

Printed Name


GCM

Title & Organization
	 	 	 	 	 	Brocade Communications           Date

Printed Name

Title & Organization
	

Address:	 	 	 	 	
    Address
	
3039 Cornwallis Rd
RTP, NC 27709
USA	 	 	 	 	 	1745 Technology Drive
San Jose, CA 95110
	
	 	 	 	 	 	
	
	 	 	 	 	 	 	 	 






	 	 	 	 	 
	 	ACCEPTED AND AGREED TO:

Brocade Communications Switzerland, SarL

 	 
	 	By:  	 	 
	 	 	Authorized
Signature                       Date 	 
	 
	 	 	Type or Print Name

	 
	 

	 	 	
Title & Organization 	 
	 



	 	 	 
	Base Agreement #4999RO0015 

Statement of Work #4903RL1112

Amendment 13

	 	Page 8 of 8