CONFIDENTIAL TREATMENT REQUESTED FOR PORTIONS OF THIS DOCUMENT.
PORTIONS FOR WHICH CONFIDENTIAL TREATMENT IS REQUESTED ARE NOTED.
COOPERATIVE DEVELOPMENT AGREEMENT
This Agreement is entered into as of December 5, 1996 (the "Effective Date"), by and between GlobeSpan
Technologies Inc., a Delaware corporation, with offices at 200 Laurel Ave, Middletown, NJ 07748 (GTI), and
Westell Technologies, Inc. a Delaware corporation with offices at 101 Kendall Point Drive, Oswego, Illinois
GTI has developed certain carrierless amplitude/phase modulation ("CAP") transceiver technology hereafter
referred to as GlobespanTM TRANSCEIVER TECHNOLOGY. Company wishes to develop, manufacture and
sell a GlobeSpan DSL (Digital Subscriber Line) product which incorporates the GlobeSpan TRANSCEIVER
TECHNOLOGY (hereinafter "PRODUCT"), and GTI is willing to grant to Company certain rights regarding
such GlobeSpan TRANSCEIVER TECHNOLOGY.
In consideration of the mutual promises contained herein, GTI and Company agree as follows:
1. Grant of Technology Rights: GTI grants to Company a personal, worldwide and non-exclusive right to use the
TECHNICAL INFORMATION solely for the development of, manufacture of, sale and support of, and use of
the PRODUCT which is designed by Company.
1.1 Patent Licenses and Immunities Granted to Company:
(a) GTI grants to Company on a world-wide basis, a non-transferable license under all Patents issued and patent
applications now or hereafter issued to GTI (collectively the Patents) which are necessary for the use of the
TECHNICAL INFORMATION to develop, manufacture, use, sell and support PRODUCT. GTI further grants
immunity for the term of this Agreement, under Lucent Technologies Inc., CAP Patents listed in Exhibit B only to
the extent such patents are essential patents to the GlobeSpan TRANSCEIVER TECHNOLOGY and are used
specifically in conjunction with the licensed technology for board and system level PRODUCTs and only to the
extent that if a compone