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PKT > SEC Filings for PKT > Form 8-K on 19-Apr-2013All Recent SEC Filings

Show all filings for PROCERA NETWORKS INC | Request a Trial to NEW EDGAR Online Pro



Termination of a Material Definitive Agreement

Item 1.02. Termination of a Material Definitive Agreement.

Effective April 15, 2013, (i) Procera Networks, Inc. ("Procera") and GENBAND US LLC and GENBAND Ireland Ltd. (collectively "GENBAND") terminated their Master OEM Purchase and Sales Agreement, dated July 19, 2012 ("OEM Agreement"), and
(ii) Procera and GENBAND US LLC terminated their letter agreement, dated July 19, 2010 (the "Letter Agreement"). Under the OEM Agreement, GENBAND affiliates were permitted to purchase Procera's software and hardware products, as well as procure licenses and services related to such products from Procera, all on specified pricing terms. In addition, GENBAND was authorized to sell Procera products under the Procera or GENBAND name and branding either as a complete solution or as integrated with hardware procured by GENBAND in accordance with either Procera's or GENBAND's specifications. Under the OEM Agreement, GENBAND also had a source code license to Procera product software and was permitted to create and sell derivative products, subject to payment of agreed-upon royalties. Under the Letter Agreement, Procera agreed to advise GENBAND of the receipt of certain acquisition proposals related to Procera and GENBAND had the right to nominate an individual for appointment and election to Procera's board of directors.

The termination of the OEM Agreement and the Letter Agreement was effected pursuant to the execution of a transition agreement between Procera and GENBAND. The transition agreement permits GENBAND to continue to perform its functions for existing customers, as provided under the OEM Agreement, for the remainder of the current service term, and further provides that Procera will continue to provide support or maintenance to GENBAND's existing customers under or in connection with the OEM Agreement and for which GENBAND previously submitted a purchase order. Under the transition agreement, Procera and GENBAND also agreed to promptly enter into a reseller arrangement.

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