Cross-License Agreement (2001)Full Document 

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                            Cross-License Agreement

     This License Agreement is effective as of the 28/th/ day of August 2000
(the "Effective Date") by and between RIVERSTONE NETWORKS, INC., a Delaware
Corporation ("Riverstone") and APRISMA MANAGEMENT TECHNOLOGIES, INC., a Delaware
corporation ("Aprisma"). Licensor and Licensee may also be referred to below as
the "Parties," and, individually, as a "Party".

     WHEREAS, the Parties are among the parties to the Transformation Agreement;
and

     WHEREAS, in Section 4.1.3 of the Transformation Agreement, the Parties
agreed to enter into a License Agreement in which they would each grant one
another certain licenses provided the other complied with the terms and
conditions of those licenses;

     NOW, THEREFORE, in consideration of the foregoing and the mutual
agreements, provisions and covenants contained herein and therein, and for other
good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the Parties agree as follows:


1.   DEFINITIONS
     -----------

     For the purposes of this Agreement, capitalized words or phrases will have
     the meanings ascribed to them below.

     1.1  "Affiliate" means any company, corporation, business, or other entity
          that is both (i) a direct or indirect subsidiary of a Party and (ii)
          controlled by that Party. For purposes of this definition, "control"
          means direct or indirect beneficial ownership of at least fifty
          percent (50%) of the voting stock (or the equivalent) of an entity.

     1.2  "Ancillary Agreements" has the meaning given it in the Transformation
          Agreement.

     1.3  "Aprisma Business as of the Effective Date" means the "Company
          Business" as that term is defined in the Aprisma Contribution
          Agreement and as that Company Business exists as of the Effective
          Date.

     1.4  "Aprisma Contribution Agreement" means the Asset Contribution
          Agreement effective June 3, 2000, by and between Cabletron Systems,
          Inc. and Aprisma Management Technologies, Inc.

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     1.5  "Aprisma Know-How" means that technology, inventions, or technical
          information, whether patentable or not, (a) that was discovered,
          invented or developed before the Effective Date, (b) that is useful in
          connection with the conduct of the Riverstone Business as of the
          Effective Date, and (c) which constitutes and will continue to
          constitute Confidential Information of Aprisma.

     1.6  "Aprisma Patents" means (i) those patents and patent applications that
          are included within the term "Contributed Registered Intellectual
          Property", as defined in the Aprisma Contribution Agreement; (ii)
          those patent applications filed by Aprisma or its Affiliates within
          the two (2) years of the Effective Date and any patents that issue as
          a result of any such patent applications; (iii) any foreign or
          domestic counterparts to any patent or patent application within (i)
          or (ii); and any and all reissues, divisions, renewals, extensions,
          provisionals, continuations, and continuations-in-part thereof of any
          patent or patent application within (i), (ii), or (iii).

     1.7  "Aprisma Products" means the "Products" as that term is defined in the
          Aprisma Contribution Agreement.

     1.8  "Business as of the Effective Date" means, depending on the context
          either the Aprisma Business as of the Effective Date or the Riverstone
          Business as of the Effective Date.

     1.9  "Confidential Information" means any and all information of or about
          Party, including all information relating to any technology, product,
          process or intellectual property of a Party (including, but not
          limited to, owned or licensed intellectual property rights, data,
          know-how, samples, technical and non-technical materials and
          specifications) as well as any business plan, financial information or
          other confidential commercial information of or about a Party.

     1.10 "Riverstone Business as of the Effective Date" means the "Company
          Business" as that term is defined in the Riverstone Contribution
          Agreement and as that Company Business exists as of the Effective
          Date.


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