BOOKHAM, INC.

FORM 20-F/A(Amended Annual and Transition Report (foreign private issuer))

Filed 09/10/03 for the Period Ending 12/31/02

Address 2584 JUNCTION AVENUE

SAN JOSE, CA 95134Telephone (408) 919-1500

CIK 0001110647Symbol BKHM

SIC Code 3674 - Semiconductors and Related DevicesIndustry Communications Equipment

Sector TechnologyFiscal Year 06/30

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As filed with the Securities and Exchange Commission on September 10, 2003

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

FORM 20-F/A

AMENDMENT NO. 1

or

For the fiscal year ended December 31, 2002

or

For the transition period from to

Commission file number 0-30684

BOOKHAM TECHNOLOGY PLC (Exact name of registrant as specified in its charter)

Securities registered or to be registered pursuant to Section 12(b) of the Act:

Securities registered or to be registered pursuant to Section 12(g) of the Act:

� REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934

� ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

� TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

England and Wales (Jurisdiction of incorporation or organization)

90 Milton Park, Abingdon, Oxfordshire OX14 4RY

(Address of principal executive offices)

Title of each class

Name of each exchange on which registered

None

Title of each class

Name of each exchange on which registered

American Depositary Shares, evidenced by American Depositary Receipts, each representing

one ordinary share, par value 1 / 3 p each

The Nasdaq National Market

*

Ordinary shares, par value 1 / 3 p each* The Nasdaq National Market

Not for trading but only in connection with the registration of American Depositary Shares representing such ordinary shares pursuant to the requirements of the Securities and Exchange Commission.

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None

Indicate the number of outstanding shares of each of the issuer's classes of capital or common stock as of the close of the period covered by the annual report: 204,950,872 ordinary shares

Indicate by check mark whether the Registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports); and (2) has been subject to such filing requirements for the past 90 days: Yes � No �

Indicate by check mark which financial statement item the Registrant has elected to follow: Item 17 � Item 18 �

EXPLANATORY NOTE

While this Amendment contains certain information related to the first half of 2003, we have not generally updated the Annual Report on Form 20-F in order to preserve the nature and character of the disclosures set forth in the Annual Report as originally filed on March 19, 2003. As a result, with the limited exception noted, this Amendment to the Annual Report on Form 20-F continues to speak as of March 19, 2003.

TABLE OF CONTENTS

Item 1: Identity of Directors, Senior Management and Advisers 2 Item 2: Offer Statistics and Expected Timetable 2 Item 3: Key Information 3 Item 4: Information on the Company 19 Item 5: Operating and Financial Review and Prospects 29 Item 6: Directors, Senior Management and Employees 43 Item 7: Major Shareholders and Related Party Transactions 51 Item 8: Financial Information 52 Item 9: The Offer and Listing 54 Item 10: Additional Information 54 Item 11: Quantitative and Qualitative Disclosure About Market Risk 62 Item 12: Description of Securities Other Than Equity Securities 62 Item 13: Defaults, Dividend Arrearages and Delinquencies 62 Item 14: Material Modifications to the Rights of Security Holders and Use of Proceeds 62 Item 15: Controls and Procedures 62 Item 16A: Audit Committee Financial Expert 62 Item 16B: Code of Ethics 62 Item 16C: Principal Accountant Fees and Services 63 Item 17: Financial Statements 63 Item 18: Financial Statements 63

Unless the context otherwise indicates, references to "Bookham", "we" or "us" are to Bookham Technology plc and its subsidiaries. References to "shares" are to our ordinary shares, 1 / 3 p par value per share, and references to "ADSs" are to our American Depositary Shares, each representing one ordinary share, as evidenced by American Depositary Receipts, or ADRs.

Unless otherwise indicated, any reference to the "consolidated financial statements" is to our audited consolidated financial statements (including the notes thereto) for the fiscal years ended on December 31, 2000, 2001 and 2002. These financial statements have been prepared in accordance with accounting principles generally accepted in the United Kingdom, or U.K. GAAP, which differ in certain significant respects from United States generally accepted accounting principles, or U.S. GAAP. For further details, see note 30 of Notes to the Financial Statements included elsewhere in this Form 20-F. Our fiscal year ends on December 31.

We present our consolidated financial statements in pounds sterling. References to "sterling", "U.K. pounds sterling", or "£" are to the pound sterling, the legal currency of the United Kingdom. All references to "pence" or "p" are to a 100th part of a pound sterling. All references to "$" and "U.S. dollars" are to United States dollars. For convenience purposes, certain pound sterling amounts have been translated to U.S. dollar amounts at an exchange rate of $1.61 to £1.00, the noon buying rate (rounded) on December 31, 2002 in The City of New York for cable transfers in foreign currencies certified by the Federal Reserve Bank of New York. The noon buying rate (rounded) on March 17, 2003 was $1.57 = £1.00. These translations should not be construed as a representation that the pound sterling amounts actually represent such U.S. dollar amounts or could be converted into U.S. dollars at the rate indicated or at any other rate. See "Item 3: Key Information—Exchange Rate Information".

ASOC and our logo are our trademarks. Trade names and trademarks of other companies appearing in this Form 20-F are the property of their respective owners.

FORWARD-LOOKING STATEMENTS

This Form 20-F contains forward-looking statements that involve risks and uncertainties. Discussions containing forward-looking statements, including our budgeted capital expenditures and the benefits of our recent acquisitions, may be found throughout this document. We generally use words such as "believes", "intends", "expects", "anticipates", "plans" and similar expressions to identify forward-looking statements. This Form 20-F also contains third-party estimates regarding the size and prospects for recovery of the market for components used in fibre-optic networks. You should not place undue reliance on these forward-looking statements. Our actual results could differ materially from those anticipated in the forward-looking statements for many reasons, including the risks described in "Item 3: Key Information—Risk Factors" and elsewhere in this Form 20-F.

Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot assure you that our future results, levels of activity, performance or achievements will meet these expectations. We are under no duty to update any of the forward-looking statements after the date of this Form 20-F to conform these statements to actual results or to changes in our expectations.

Item 1: Identity of Directors, Senior Management and Advisers

Not applicable.

Item 2: Offer Statistics and Expected Timetable

Not applicable.

2

Item 3: Key Information

Selected Consolidated Financial Data

You should read the selected consolidated financial and statistical data set forth below in conjunction with our audited consolidated financial statements and related notes, as well as "Item 5: Operating and Financial Review and Prospects", all of which appear elsewhere in this

Item 19: Exhibits 64

Form 20-F.

The consolidated profit and loss account data for the three years in the period ended December 31, 2002, and the consolidated balance sheet data at December 31, 2002 and 2001 have been derived from, and are qualified by reference to, our consolidated financial statements and the notes thereto, included elsewhere in this Form 20-F, which have been prepared in accordance with U.K. GAAP, and audited by Ernst & Young LLP, independent auditors, in the case of the years ended December 31, 2002 and 2001, and by PricewaterhouseCoopers, independent chartered accountants, in the case of the year ended December 31, 2000. U.K. GAAP differs in certain material respects from U.S. GAAP. For further details, see note 30 of Notes to the Financial Statements. The consolidated profit and loss account data for the years ended December 31, 1998 and 1999, and the consolidated balance sheet data at December 31, 1998, 1999 and 2000 have been derived from audited consolidated financial statements not included in this Form 20-F.

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EXCHANGE RATE INFORMATION

The noon buying rate on March 17, 2003 was $1.57 = £1.00.

The tables below set forth, for the periods and dates indicated, information concerning the noon buying rates for pounds sterling expressed in U.S. dollars per pound. Fluctuations in the exchange rate between the pound sterling and the U.S. dollar are likely to affect the market price

Year ended December 31

2002

2002

2001

2000

1999

1998

(in thousands, except for per share data)

Consolidated profit and loss account data U.K. GAAP Group turnover $55,711 £34,603 £21,921 £26,301 £3,545 £569 Operating loss (171,789 ) (106,701 ) (124,165 ) (38,635 ) (16,090 ) (12,335 ) Loss for the financial year $(163,190 ) £(101,360 ) £(113,238 ) £(29,065 ) £(15,973 ) £(12,051 ) Basic and diluted loss per ordinary share and ADS

$(1.08

) £(0.67

) £(0.88

) £(0.25

) £(0.18

) £(0.16

)

U.S. GAAP

Net revenues $55,711 £34,603 £21,921 £26,301 £3,545 £569 Operating loss (184,216 ) (114,420 ) (124,953 ) (37,481 ) (16,459 ) (12,527 ) Net loss $(177,034 ) £(109,959 ) £(114,145 ) £(27,992 ) £(16,058 ) £(12,051 ) Basic and diluted loss per ordinary share and ADS $(1.18 ) £(0.73 ) £(0.89 ) £(0.24 ) £(0.18 ) £(0.16 ) Basic and diluted weighted average number of shares

150,996

150,996

128,533

116,232

91,147

73,477

At December 31

2002

2002

2001

2000

1999

1998

(in thousands)

Consolidated balance sheet data U.K. GAAP Total assets $393,640 £244,497 £228,624 £331,519 £25,399 £20,474 Equity shareholders' funds 290,505 180,438 210,870 304,062 16,926 16,649 Long-term obligations $55,959 £34,757 £79 £1,885 £2,343 £314 Share capital $1,100 £683 £434 £424 £324 £284 U.S. GAAP

Total assets $351,616 £218,395 £228,624 £331,519 £25,397 £20,474 Total shareholders' equity 248,608 154,415 210,949 305,050 16,839 16,649 Long-term obligations $55,832 £34,678 £— £897 £2,254 £314 Share capital $1,100 £683 £434 £424 £324 £284

of our ADSs.

High and low exchange rates for the previous six months:

Average exchange rates of U.S. dollars per pound sterling for the past five years(1):

(1)

High

Low

September 2002 $1.57 $1.53 October 2002 $1.57 $1.54 November 2002 $1.59 $1.54 December 2002 $1.61 $1.56 January 2003 $1.65 $1.60 February 2003 $1.65 $1.57

Calendar year

Average

1998 $1.66 1999 $1.62 2000 $1.52 2001 $1.44 2002 $1.51

The average of the noon buying rates on the last day of each month during the period.

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RISK FACTORS

You should carefully consider the risks described below before making an investment decision. If any of the following risks actually occur, our business, financial condition or results of operations could be materially adversely affected. In that case, the market price of our ordinary shares and ADSs could decline and you could lose all or part of your investment. This Form 20-F contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those anticipated in the forward-looking statements as a result of many factors, including the risks faced by us described below and elsewhere in this Form 20-F.

WE HAVE GENERATED SUBSTANTIAL LOSSES TO DATE AND WI LL GENERATE SUBSTANTIAL LOSSES IN THE FUTURE UNLESS WE ACHIEVE SIGNIFICANT REVENUE GROWTH

We incurred substantial net losses in 2000, 2001 and 2002 and in the first half of 2003. In addition, while during the course of 2003 we have indicated that we believed we could potentially achieve break-even by the end of 2003, and intended to reduce our cash break-even point between £30 million ($48 million) and £35 million ($56 million) of revenue per quarter by the end of 2003, we believe that given current market uncertainties, it is not currently possible to predict when, or at what level, break-even operations will, if ever, be achieved. We may never generate sufficient revenues to achieve profitability. Even if we do achieve profitability, we may not sustain or increase profitability on a quarterly or annual basis in the future. To date, we have been financed largely by the capital contributions of our key investors, as well as approximately £297.4 million of net proceeds we received as a result of our initial public offering in April 2000 and our follow-on offering in September 2000. Our existing cash balances may not be sufficient to cover future losses.

OUR SUCCESS WILL DEPEND ON THE EXTENT TO WHICH DEMA ND FOR OPTICAL COMPONENTS IMPROVES AND INCREASES AND THE GLOBAL ECONOMY IMPROVES

Projections of dramatic growth in demand for bandwidth between 1999 and 2002 led to telecommunications carriers investing large amounts of capital in developing and expanding their optical networks. When the projected growth did not materialize in 2001, telecommunications companies ceased the expansion of their networks, and large portions of those networks remain unused. As a result, the demand by telecommunications carriers for systems declined dramatically in 2001 and, in turn, the demand for components supplied by us and other vendors to the systems providers also fell sharply. This decline in demand persisted in 2002. We are unable to predict whether and how long the decline in demand will last and, in particular, how long it will take before the excess capacity of existing network systems is fully utilized and demand for additional capacity generated. Continuing unfavorable economic conditions and reduced capital spending of a global nature has also affected demand for our products. We are unable to predict how long the economic slowdown will continue, and whether it will worsen. The continued uncertainties in the global economy make it difficult for us to anticipate revenue levels and therefore to make appropriate estimates and plans regarding management of costs. The decline in demand for optical components and the economic slowdown

has had, and will continue to have, a material adverse effect on our results of operations, and we are not able to predict when this adverse effect will cease.

RISKS ASSOCIATED WITH THE ACQUISITION AND INTEGRATI ON OF THE ACQUIRED NORTEL NETWORKS BUSINESSES

Our debt re-payment obligations to Nortel Networks may affect our ability to operate our business.

In connection with our acquisition of the optical transmitter and receiver businesses of Nortel Networks Corporation, referred to in this Form 20-F as the acquired Nortel Networks businesses, we have issued to Nortel Networks secured and unsecured interest-bearing loan notes in the aggregate

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amount of $50 million. The secured loan notes, in the aggregate amount of $30 million are secured against all of our capital equipment and all of the assets of the acquired Nortel Networks businesses. The secured loan notes bear interest at the rate of 7% per year, increasing 0.25% per quarter beginning three months after issue until re-payment, up to a maximum rate of 10% per year, and are payable in full no later than November 8, 2005. The unsecured loan notes, in the aggregate principal amount of $20 million, bear interest at the rate of 4% per year and are payable in full no later than November 8, 2007. We are required to repay the notes, in full or in part, at earlier times upon the occurrence of various events, including an equity or equity-linked financing by us. Repayment of these debts will reduce cash otherwise available to us to fund operations, expand our business or for other corporate obligations.

Difficulties associated with integrating the acquired Nortel Networks businesses could harm our overall business operations.

Although we have made significant progress in integrating the acquired Nortel Networks businesses and have substantially implemented our integration plans ahead of the anticipated schedule, we are still in the process of consolidating the Ottawa, Canada, wafer fabrication facility into our Caswell, England, facility. We expect that this consolidation will be completed by the end of 2003. This consolidation will present challenges including:

• maintaining quality standards while relocating the manufacturing activities to Caswell;

• effectively integrating and organizing the retained employees with our existing employees;

• retaining key employees; and

• training our existing employees to operate the manufacturing lines associated with the products of the acquired Nortel Networks businesses and training retained Nortel Networks employees to operate our manufacturing lines.

The success of our strategy depends on the success of the integration process. Although much of the integration is complete, there can be no assurance that the integration will be successful and it may result in unanticipated operational, developmental, personnel, or other problems. Any of these problems could adversely affect our results of operations. In addition, we have in the past and may in the future, incur special charges in connection with restructuring activities associated with the integration process, which could adversely affect our results of operations.

RISKS ASSOCIATED WITH OUR BUSINESS

We will be dependent on Nortel Networks as a customer over the duration of the Supply Agreement we have entered into with Nortel Networks Limited.

In connection with our acquisition of the acquired Nortel Networks businesses in November 2002, we entered into a three-year, non-exclusive Supply Agreement with Nortel Networks Limited, a wholly-owned subsidiary of Nortel Networks Corporation. The acquired Nortel Networks businesses were historically dependent on their relationship with Nortel Networks Limited and, as a result, we expect to be highly dependent on sales to Nortel Networks Limited, at least during the term of the Supply Agreement. Historically, shipments of products to Nortel Networks Limited by the acquired Nortel Networks businesses have constituted over 73%, 52%, and 60%, respectively, of the total sales of these businesses in 2000, 2001 and the first half of 2002. In the first half of 2003, following the acquisition of the Nortel Networks businesses, the shipments of products to Nortel Networks Limited by the acquired Nortel Networks businesses constituted over 66% of the total sales of these businesses. In addition, Nortel Networks Limited, including its affiliates, has been one of our significant customers during the past three years with respect to sales of other Bookham products. During the six quarter period between November 8, 2002 and March 31, 2004 (the "Minimum Commitment Period"), Nortel

6

Networks Limited is obliged to purchase from us a minimum of $120 million of products and related services regardless of market demand, subject to our meeting certain customary performance criteria relating to quality and delivery, among other things. In the fourth quarter of 2002 and the first half of 2003 we sold Nortel Networks Limited $54.2 million of products and related services pursuant to the Supply Agreement. However, if Nortel Networks' financial condition deteriorates because the continued severe slowdown in the telecommunications industry or due to changes in its own financial position, Nortel Networks Limited may be unable to perform, in full or in part, its obligations under the Supply Agreement. Under certain circumstances, including a bankruptcy proceeding initiated by or against Nortel Networks and/or Nortel Networks Limited, amounts owing to us by Nortel Networks Limited might not be recoverable and the Supply Agreement might no longer be enforceable against Nortel Networks Limited. For the six months ended June 30, 2003, Nortel Networks reported a net loss of $150 million. Nortel Networks has previously announced workforce reductions and facilities closures. If Nortel Networks Limited is unable to meet its purchasing obligations under the Supply Agreement, or ceases to purchase a substantial amount of products from us after the Minimum Commitment Period, our results of operations and business prospects would be materially adversely affected.

We may not be able to retain Nortel Networks Limited as a customer after expiration of the Supply Agreement.

Our revenues over the period of the Supply Agreement with Nortel Networks Limited may not be indicative of future revenues as there can be no assurance that Nortel Networks Limited will continue to purchase products in the same quantity after the expiration of the Minimum Commitment Period, or at all, after the expiration of the Supply Agreement. Our ability to retain Nortel Networks Limited as a customer after the Supply Agreement has expired will depend on Nortel Networks Limited's continuing needs for products supplied by us. Our revenues from Nortel Networks Limited were £10.7 million, or 31% of our total revenues for the year ended December 31, 2002, and £25 million, or 58% of our total revenues, for the first half of 2003. If sales under the Supply Agreement do not continue after the Minimum Commitment Period and/or the Supply Agreement expires, our revenues will be adversely affected.

We and our customers are each dependent upon a limited number of customers.

Historically, we have generated most of our revenues from a limited number of customers. For example, in each of the three years ending December 31, 2002, and in the first quarter of 2003, sales to five customers accounted for approximately 80% of our net revenue. In this same period, sales to two of those customers, Nortel Networks and Marconi Communications, accounted for 55% and 19%, respectively, of our net revenue in 2000, 40% and 15%, respectively, in 2001, 31% and 38%, respectively, in 2002 and 60% and 13%, respectively, in the first half of 2003. In the second quarter of 2003, sales to Huawei accounted for a further 10% of our net revenue. Our dependence on a limited number of customers is due to the fact that the telecommunications equipment industry is dominated by a small number of large companies. That market is currently consolidating, thereby reducing the number of potential customers in the industry. This trend may further increase our dependence on a small number of customers. Similarly, our customers depend on a small group of telecommunications carrier customers. In addition, we expect to generate a significant amount of our revenues from supply agreements with Nortel Networks Limited and Marconi Communications. These supply agreements are of limited duration and Nortel Networks and Marconi may not continue as our customers after the agreements expire. The Marconi Communications supply agreement expires in December 2003, and the Nortel Networks supply agreement expires in November 2005. The loss of one or more of our customers could materially adversely affect our revenues and results of operations. In addition, many of our customers, and their telecommunications carrier customers, have been affected by the downturn in the telecommunications industry and are in poor financial condition. The condition of these companies may affect the amount and type of orders they are able to place with us or their ability to survive.

7

In order to fund our operations, increase manufacturing capacity or broaden our product range, we may need additional capital in the future that may not be available on acceptable terms, if at all.

While we had approximately £71 million ($118 million) in cash deposits as at June 29, 2003, we also have debt repayment obligations in the aggregate amount of $50 million under the secured loan notes and the unsecured loan notes issued in connection with the acquisition from Nortel Networks. Our cash outflow from operations was £27.4 million ($45.5 million) for the first half of 2003. While we anticipate reducing our cash break-even point between £30 million ($48 million) and £35 million ($56 million) per quarter by the end of 2003, there can be no assurance that we will do so. Cash flow from operations is not presently sufficient to cover operating expenses and capital expenditure needs. As a result, we may need additional capital in the future to fund our operations, finance investment in equipment and corporate infrastructure, to increase the range of products we offer and respond to competitive pressures and perceived opportunities. There can be no assurance that additional financing will be available on acceptable terms, if at all. If we raise additional funds by selling equity securities, the relative equity ownership of our existing investors could be diluted and the new investors could obtain terms more favourable than previous investors. In addition, if we undertake equity or equity-linked financings prior to the repayment of the loan notes in full, we will be required to use the proceeds to repay all or a portion of the loan notes, depending on the amount of the equity or equity-linked financing. Any proceeds used for this purpose will not be available for other uses. If we raise additional funds through debt financing, we could incur significant borrowing costs. A failure to obtain additional funding could prevent us from making expenditures that would allow us to grow our business or maintain our operations.

We have incurred significant restructuring charges as a result of restructuring activities, which could adversely affect our results of

operations.

In light of the restructuring and cost reduction measures that we have been required to take over the course of 2002 and 2003 in response to the depressed demand for optical components, we have incurred significant restructuring related charges. Such charges totaled £3.0 million ($4.8 million) and £1.8 million ($2.9 million), respectively, for the quarters ended March 30 and June 29, 2003, and we anticipate that they will total between £14 million ($22.5 million) and £16 million ($25.8 million) for the quarter ended September 29, 2003. These charges, along with any other charges, could significantly adversely affect our results of operations.

We may have difficulty obtaining additional capital because of reduced funding of and lending to companies in the optical components industry.

The optical components sector of the telecommunications industry, in which we operate, has been severely affected by the downturn in the global economy. As a result, companies in this sector are experiencing difficulty in raising capital, whether through equity or debt financing. Because the share values of optical component suppliers have declined markedly during the downturn, these companies have experienced difficulty in raising capital through equity financings because of lack of investor interest. We may therefore experience difficulty raising additional capital or may have to accept capital financing on less than optimal terms. We may also be unsuccessful in our efforts to raise additional capital.

Our future success will depend on our ability to manufacture and sell commercial quantities of our product lines, some of which have recently been commercially introduced and may not achieve commercial acceptance.

For the year ended December 31, 2002, and the first half of 2003, our revenues were derived primarily from sales of products of the acquired Nortel Networks businesses to Nortel Networks Limited under the supply agreement and, to a lesser extent, from sales under the supply agreement

8

with Marconi Communications and sales and development of our ASOC and related products. We believe that sales of the products we acquired in connection with the acquisition of the business and assets of MOC and the acquired Nortel Networks businesses in 2002 will continue to account for a substantial portion of our future revenues, at least through the term of our supply agreements with Marconi Communications and Nortel Networks Limited. In 2002, ASOC revenues constituted less than 10% of our total revenues and on July 30, 2003, we announced that we were discontinuing further ASOC investment. We therefore do not expect sales of those products to account for a significant percentage of our revenue for the foreseeable future. In connection with our acquisitions from Nortel Networks and MOC, we added several new products to our product line, some of which are not yet qualified for volume production. The term "qualified" is used to describe that the product has successfully completed a specific series of tests that demonstrate it meets both industry-wide standards and is suitable for customer specific use. We cannot assure investors that these products, or the proprietary technology upon which any of these products is based, will achieve broad market acceptance.

In addition, a decline in demand for any of our product lines due to faults or quality problems, the introduction of superior products by competitors, technological changes or other reasons could undermine confidence in and demand for our products. This, in turn, could have a material adverse effect on our customer relationships and business prospects.

Our results of operations may suffer if we do not effectively manage our inventory and we may incur inventory-related charges.

To achieve commercial success with our product lines, we need to manage our inventory of component parts and finished goods effectively to meet changing customer requirements. The ability to accurately forecast customers' product needs in the current economic environment is very difficult. Some of our products and supplies have in the past and may in the future become obsolete while in inventory due to rapidly changing customer specifications or a decrease in customer requirements. If we are not able to effectively manage our inventory, we may need to write off unsaleable or obsolete inventory, which would adversely affect results of operations. We have from time to time incurred significant inventory-related charges. For example, in 2001 we incurred charges related to inventory write-downs on excess inventory of £4.65 million and, in 2002, we incurred charges related to inventory write-downs on excess inventory of £3.3 million ($5.3 million), which includes write downs of £1.2 million ($1.9 million) related to the downsizing of our ASOC product line. In the first half of 2003, we did not incur charges related to inventory write-downs on excess inventory. We may, however, incur significant similar charges in future periods. These charges, along with any other charges such as the special charges we incurred in 2001 and 2002 relating to restructuring activities, could significantly adversely affect our results of operations.

The inventory we acquired as part of the acquisition of the acquired Nortel Networks businesses may not prove to be saleable and may require further write-downs.

We recorded a fair value of £26.4 million ($42.5 million) for the inventory we obtained with the acquired Nortel Networks businesses. In view of our limited experience in managing our business since the acquisition from Nortel Networks, and the difficulty in the current economic climate of forecasting customer needs, we cannot assure investors that this inventory is saleable. If this inventory becomes obsolete, we will be

required to write-down its value. Although prior to completion of the acquisition of the Nortel Networks businesses our Chief Executive Officer stated that he believed the inventory from the Nortel Networks businesses could represent $100 million to $150 million in cash, this should not be relied upon as an indicator of the actual fair value of the acquired inventory, as this comment was a statement of our Chief Executive Officer's beliefs based on a preliminary assessment of the inventory

9

prior to the completion of the acquisition of the Nortel Networks business and a final assessment of the value of the inventory had not been made at that time.

Fluctuations in the demand for optical components create significant uncertainties for our business.

Our business is dependent upon product sales to telecommunications network system providers. These providers in turn are dependent for their business upon orders for fibre-optic systems from telecommunication carriers. Business fluctuations affecting our system provider customers or their telecommunication carrier customers have affected our business and will affect our business in the future. We are currently experiencing a period of industry-wide overcapacity and declining demand in all of our markets and these conditions are expected to continue. These conditions have resulted in excess inventory, which we have written off in 2001 and 2002, and an underutilization of manufacturing capacity. Moreover, sales often reflect orders shipped in the same quarter in which the orders are received, which makes sales vulnerable to short-term fluctuations in customer demand and difficult to predict. In addition, the timing of customer orders and the subsequent cancellation, modification or rescheduling of certain of these orders have affected and will in the future affect results of operations from quarter to quarter, particularly since these customers typically order in large quantities. The cancellation, rescheduling or modification of customer orders may reflect reductions in carrier capital spending and inventory adjustments by our customers in response to less certain carrier demand.

Our products are complex, may take longer to develop than originally anticipated and are highly dependent on the needs of our customers' design and development programmes.

Many of our new products must be tailored to customer specifications. As a result, we are constantly developing new products and using new technologies in those products. These products often take 12 to 18 months to develop because of their complexity and the changing customer specifications in the course of the development cycle. We fund a significant majority of the design work, but have in the past received small contributions from customers which we credit against research and development expenditure. In the event that a customer cancels or modifies a design project before we begin large-scale manufacture of the product and receive revenue from the customer, we will not be able to recover those expenses and results of operations will be adversely affected. It is difficult to predict with any certainty, particularly in the present economic climate, the frequency with which customers will cancel or modify their projects, or the effect on results of operations. The complex production process for these products requires careful and constant maintenance of fine tolerances that can be disrupted by unknown or unforeseen causes. These products may also contain defects when first introduced or as new versions are released. We could also incur significant unanticipated costs in attempting to complete the development of new products or to fix defective products.

We may experience low manufacturing yields.

Manufacturing yields depend on a number of factors, including the volume of production due to customer demand and the nature and extent of changes in specifications required by those customers for which we perform design-in work. Higher volumes due to demand for a fixed, rather than continually changing, design generally result in higher manufacturing yields, whereas lower volume production generally results in lower yields. In addition, lower yields may result, and have in the past resulted, from commercial shipments of products prior to full manufacturing qualification to the applicable specifications. Changes in manufacturing processes required as a result of changes in product specifications and customer needs have historically caused, and may in the future cause, significantly reduced manufacturing yields, resulting in low or negative margins on those products. Moreover, an increase in the rejection rate of products during the quality control process either pre, during or post manufacture results in lower yields and margins. Finally, manufacturing yields and margins can also be lower if we receive or inadvertently use defective or contaminated materials from our suppliers.

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We could be adversely affected if we are unable to manage manufacturing capacity to meet fluctuating levels of demand for our products.

A significant and steady decline in the demand for optical components during 2001 and into 2002 resulted in marked underutilization of our manufacturing capacity and, in July 2002, we announced that we were closing our manufacturing facilities in Swindon, U.K. and Maryland, U.S. In addition, we acquired another manufacturing facility in Caswell, U.K. as part of the MOC acquisition, which is presently underutilized. We are currently in the process of closing our Ottawa, Canada manufacturing facility and transferring its operations to our Caswell site and closing our Abingdon, U.K. manufacturing facility. In connection with the acquired Nortel Networks businesses, we added four more manufacturing facilities located in the U.K., Canada and Switzerland, which are currently also underutilised. The fluctuations in

customer demand, combined with the acquisition of this additional manufacturing space, present challenges and will require us to evaluate manufacturing capacity and to assess and predict demand appropriately in order to ensure availability and staffing of manufacturing facilities to meet that demand. Failure to do so on a timely basis could have an adverse impact upon gross margins or have the effect of increasing overall operating expenses.

We may be faced with product liability claims.

Despite quality assurance measures, there remains a risk that defects may occur in our products. The occurrence of any defects in our products could give rise to liability for damages caused by such defects and for consequential damages. They could, moreover, impair the market's acceptance of our products. Both could have a material adverse effect on our business and financial condition. In order to mitigate the risk of liability for damages, we carry product liability insurance with a £10 million aggregate annual limit and errors and omissions insurance with a $5 million annual limit. There can be no assurance that this insurance could adequately cover our costs arising from defects in our products or otherwise.

We sell most of our new products at negative gross margins and declining average selling prices could adversely impact our ability to become profitable.

We sell most of our new products at negative gross margins due largely to our fixed manufacturing overheads. If we are not able to improve manufacturing yields and decrease costs as the volume of new products increases, the impact of these negative gross margins could be exacerbated and could have an adverse effect on our financial results. Average selling prices for telecommunications optical components have declined in recent years and suffered from a sharp decline in 2001 and continued to decline in 2002. We anticipate that the average selling prices of our products will continue to decline over time. If we are unable to reduce manufacturing costs at least at the same rate, gross margins and financial results will be adversely affected.

If we fail to protect our intellectual property rig hts, or are unable to obtain the right to use technologies owned by others, our business could be materially impaired.

Our intellectual property rights may not be adequately protected.

Our future success will depend, in large part, upon our intellectual property rights, including patents, design rights, trade secrets, trademarks, know-how and continuing technological innovation. We maintain an active programme of identifying technology appropriate for patent protection. Our practice is to require employees and consultants to execute non-disclosure and proprietary rights agreements upon commencement of employment or consulting arrangements. These agreements acknowledge our exclusive ownership of all intellectual property developed by the individuals during their work for us and require that all proprietary information disclosed will remain confidential. Although such agreements may be binding, they may not be enforceable in all jurisdictions.

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Our intellectual property portfolio is an important corporate asset. The steps we have taken and may take in the future to protect our intellectual property may not adequately prevent misappropriation or ensure that others will not develop competitive technologies or products. We cannot assure investors that our competitors will not successfully challenge the validity of these patents, or design products that avoid infringement of our propriety rights with respect to our technology. There can be no assurance that other companies are not investigating or developing other similar technologies, that any patents will issue from any application pending or filed by us or that, if patents do issue, the claims allowed will be sufficiently broad to deter or prohibit others from marketing similar products. In addition, we cannot assure investors that any patents issued to us will not be challenged, invalidated or circumvented, or that the rights thereunder will provide a competitive advantage to us. Further, the laws of certain territories in which our products are or may be developed, manufactured or sold, including South East Asia, may not protect our products and intellectual property rights to the same extent as the laws of the United Kingdom, Continental European countries and the United States.

Our products may infringe the intellectual property rights of others.

Companies in the industry in which we operate frequently receive claims of patent infringement or infringement of other intellectual property rights. In this regard, third parties may in the future assert claims against us concerning our existing products or with respect to future products under development. We have entered into and may in the future enter into indemnification obligations in favor of some customers that could be triggered upon an allegation or finding that we are infringing other parties' proprietary rights. We may need in the future to negotiate with holders of patents relevant to our business. We may not in all cases be able to resolve allegations of infringement through licensing arrangements, settlement, alternative designs or otherwise. We may take legal action to determine the validity and scope of the third-party rights or to defend against any allegations of infringement. In the course of pursuing any of these means we could incur significant costs and diversion of our resources. Due to the competitive nature of our industry, it is unlikely that we could increase our prices to cover such costs. In addition, such claims could result in significant penalties or injunctions that could prevent us from selling some of our products in certain markets or result in settlements that require payment of significant royalties that could adversely affect our ability to price our products profitably.

If we fail to obtain the right to use the intellectual property rights of others necessary to operate our business, our ability to succeed will be adversely affected.

The telecommunications and optical components markets in which we sell our products have experienced frequent litigation regarding patent and other intellectual property rights. Numerous patents in these industries are held by others, including academic institutions and our competitors. Optical component suppliers may seek to gain a competitive advantage or other third parties may seek an economic return on their intellectual property portfolios by making infringement claims against us. In the future we may need to obtain licence rights to patents or other intellectual property held by others to the extent necessary for our business. Unless we are able to obtain such licences on commercially reasonable terms, patents or other intellectual property held by others could inhibit our development of new products for our markets. Licences granting us the right to use third-party technology may not be available on commercially reasonable terms, if at all. Generally, a licence, if granted, would include payments of up-front fees, ongoing royalties or both. These payments or other terms could have a significant adverse impact on our operating results. Our larger competitors may be able to obtain licences or cross-licence their technology on better terms than we can, which could put us at a competitive disadvantage.

Fluctuations in operating results and a long sales cycle could adversely affect the market price of our ordinary shares and ADSs.

Our revenues and operating results are likely to fluctuate significantly in the future. The timing of order placement, size of orders and satisfaction of contractual customer acceptance criteria, as well as

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order delays or deferrals and shipment delays and deferrals, may cause material fluctuations in revenue. To date, customers have taken a long time to reach a decision to purchase our products. This lengthy sales cycle may cause our revenues and operating results to vary from period to period and it may be difficult to predict the timing and amount of any variation. The period between initial contact with the customer to the receipt of an actual purchase order has frequently been six months to a year or more. In addition, customers traditionally perform extensive process and product evaluation and testing of components before entering into purchase arrangements.

Delays or deferrals in purchasing decisions may increase as we develop new or enhanced products. The current and anticipated dependence on a small number of customers increases the revenue impact of each customer's actions relative to these factors. Our expense levels in the future will be based, in large part, on our expectations regarding future revenue, and as a result net income for any quarterly period in which material orders are delayed could vary significantly.

Because of these and other factors, investors should not rely on quarter-to-quarter comparisons of our results of operations as an indication of future performance. It is possible that, in future periods, results of operations will be below the estimates of public market analysts and investors. Such a discrepancy could cause the market price of our ordinary shares and ADSs to decline.

Our business will be adversely affected if we cannot manage the significant changes in the number of our employees and the size of our operations.

We experienced a significant increase in the number of our employees, the scope of our operating and financial systems and the geographic area of our operations in 1999 and 2000. In 2001, however, we experienced a significant reduction in the number of employees and scope of our operations because of declining demand for our products. In addition, a number of our manufacturing facilities were under-utilized in light of reduced demand. In 2002, our employee numbers, scope of operations and the geographic area of our operations again significantly expanded through acquisitions, although the increase in our headcount was offset by planned employee reductions. In particular, the number of our employees increased from 226 at December 31, 1999 to 978 at December 31, 2000 and then decreased to 643 at December 31, 2001. As of June 29, 2003, our headcount was 1,865. This figure includes approximately 1,200 employees who transferred to us with the acquired Nortel Networks businesses, and reflects reductions according to plan, including those related to the closure of the Swindon, U.K. and Maryland, U.S., manufacturing facilities. In light of the current demand for our targeted markets, we have announced a further reduction in headcount of approximately 150 persons, principally in ASOC-related and research and development functions. In addition, we have decided to significantly downsize the manufacturing and development activities associated with our ASOC product line at our Abingdon facility as part of the realignment of our product lines. These recent significant changes in headcount have placed, and will continue to place, a significant strain on management and other resources. We are continuing to evaluate our operating expenses in light of our revenues. Future significant changes are likely as we respond to changes in the economy and continue our strategy of acquiring complementary businesses. There is a risk that, during such periods of growth or decline, management will not sufficiently coordinate the roles of individuals to ensure that all areas receive appropriate focus and attention. To manage our size effectively, we will need to continue to improve our operational, financial, accounting and management systems and to motivate and effectively manage our employees. We will also need to continue to establish and maintain adequate systems of control to support the size of our operations. If we are unable to manage our headcount, appropriate levels of manufacturing capacity and the scope of our operations effectively, the cost and quality of our products may suffer and we may be unable to attract and retain key personnel and develop and market new products. In addition, the reduction in research and development personnel may have an adverse impact on the development of new products and enhancement of existing product offerings.

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We expect to acquire businesses as part of our strategy and we will need to integrate them successfully.

Acquisitions have historically been an important part of our business strategy and will form part of our strategy in the future. Any acquisition transaction could be material in size and involve the issue of a significant number of new equity or debt securities and/or the payment of substantial cash consideration. If we fund acquisitions in whole or in part through the issue of equity securities, our existing shareholders may experience substantial dilution. We may also be required to make significant investment in acquired companies to facilitate commercialization of their own products or to support the integration of their operations with ours. Any acquisition may also involve significant management time and attention, which could cause disruption to our overall operations. Moreover, if we are unable to integrate successfully any newly acquired business or technologies, we may be unable to achieve our strategic goals and our business could suffer. Specifically, we are now in the process of integrating MOC's operations and the operations of the acquired Nortel Networks businesses with our existing business and may experience problems in connection with the integration. Finally, changes by the U.S. Financial Accounting Standards Board in the rules for merger accounting may affect the way in which we account for future acquisitions under U.S. GAAP. For example, the elimination of the "pooling" method of accounting for mergers may increase the amount of goodwill that we would be required to recognize if we acquire another company, which may have an adverse financial impact on our future net loss or net income.

We depend on a limited number of suppliers who could disrupt our business if they stopped, decreased or delayed shipments.

We depend on a limited number of suppliers of raw materials and equipment used to manufacture our products. Some of these suppliers are sole sources. We typically have not entered into long-term agreements with our suppliers and, therefore, these suppliers generally may stop supplying materials and equipment at any time. The reliance on a sole or limited number of suppliers could result in delivery problems, reduced control over product pricing and quality, and an inability to identify and qualify another supplier in a timely manner. Any supply deficiencies relating to the quality or quantities of materials or equipment we use to manufacture our products could adversely affect our ability to fulfill customer orders or our financial results of operations.

We may not be able to operate our business successfully if we lose any member of our senior management team.

Our future success will depend, in large part, on the continued service of our key management and technical personnel, in particular our founder and Chairman, Dr. Andrew G. Rickman, and our Chief Executive Officer and President, Dr. Giorgio Anania. If either of these individuals becomes unable or unwilling to render his services and expertise, we could encounter serious difficulties in the effective management of our business. While each of these individuals has a service agreement, these agreements cannot ensure their continued employment.

We generate a significant portion of our revenue outside the United Kingdom and are therefore subject to additional risks associated with the extent of our international operations.

Our sales outside the United Kingdom, consisting primarily of sales in Canada and the United States, constituted 22% of our 2000 revenues, 39% of our revenues for each of 2001 and 2002 and 78% of our revenues for the first half of 2003. We anticipate that our sales outside the United Kingdom will increase significantly as a result of sales under our supply agreement with Nortel Networks Limited. Because we sell a significant portion of our products outside the United Kingdom, we are subject to additional risks related to operating in foreign countries. These risks include:

• foreign currency fluctuations, which could result in increased operating expenses and reduced revenue;

• difficulty in collecting accounts receivable;

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• difficulty in enforcing or adequately protecting our intellectual property;

• foreign taxes; and

• foreign regulations.

Any of these risks could materially adversely affect our business, financial condition and results of operations.

Our business is subject to currency fluctuations that may adversely affect our operating results.

Due to our multinational operations, our business is subject to fluctuations based upon changes in the exchange rates between the currencies in which we collect revenues and pay expenses. In particular, we expect that a substantial portion of our revenues will be

denominated in U.S. dollars, while the majority of our expenses will continue to be denominated in pounds sterling. Fluctuations in the exchange rate between these two currencies and, to a lesser extent, other currencies in which we collect revenue and pay expenses, could affect our operating results. In addition, our consolidated financial statements are prepared in pounds sterling and translated into U.S. dollars for U.S. reporting purposes. As a result, even when foreign currency expenses substantially offset revenues in the same currency, our net income may be diminished or our net loss increased, when reported in U.S. dollars in our financial statements. We may at times engage in currency hedging transactions in an effort to cover any exposure to such fluctuations, and we may be required to convert currencies to meet our obligations. Under certain circumstances, hedging transactions can have an adverse effect on our financial condition.

Our business involves the use of hazardous materials, and environmental laws and regulations may expose us to liability and increase our costs.

We historically have handled small amounts of hazardous materials as part of our manufacturing activities and now handle more and different such hazardous materials as a result of the manufacturing processes related to the acquired Nortel Networks businesses and the product lines we acquired from MOC. Consequently, our operations are subject to environmental laws and regulations governing, among other things, the use and handling of hazardous substances and waste disposal. We may be required to incur environmental costs to comply with current or future environmental laws. As with other companies engaged in manufacturing activities that involve hazardous materials, a risk of environmental liability is inherent in our manufacturing activities, as is the risk that our facilities will be shut down in the event of a release of hazardous waste. The costs associated with environmental compliance or remediation efforts or other environmental liabilities could adversely affect our business.

We may in the future be considered a passive foreign investment company.

The U.S. Internal Revenue Code of 1986, as amended, contains special rules relating to passive foreign investment companies ("PFICs"). A U.S. holder (as that term is defined in "Item 10: Additional information—Taxation—United States Federal Income Tax Consequences") who owns stock in a PFIC generally is subject to adverse tax consequences under these rules. These rules do not apply to non-U.S. holders. A company is treated as a PFIC if at least 75% of the company's gross income for a taxable year consists of "passive income," defined generally as income from passive investments, as opposed to operating income. A company is also treated as a PFIC if the average percentage of the value of its assets, including cash balances, that produce or are held for the production of passive income is at least 50%. The application of the gross income test in our particular circumstances is uncertain, as the calculation is complex when a company's gross margin is negative and our calculation is based on a US Internal Revenue Service private letter ruling which, although issued in similar circumstances, was issued to another taxpayer and would not necessarily be applied by the IRS to us in any audit or review. This could result in our classification as a PFIC in the future, even in a year in which we have substantial gross revenues from product sales. In addition, the proportion of our cash balances compared with our total assets may in the future result in our being a PFIC. There can be no

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assurance that we will in future years have sufficient revenues from product sales or sufficient non-passive assets to avoid becoming a PFIC.

If we were classified as a PFIC, unless a U.S holder made a timely specific election, a special tax regime would apply to any "excess distribution", which would be your share of distributions in any year that are greater than 125% of the average annual distributions received by you in the three preceding years or your holding period, if shorter; and any gain realized on the sale or other disposition of the ordinary shares or ADSs. Under this regime, any excess distribution and realized gain would be treated as ordinary income and would be subject to tax as if the excess distribution or gain had been realized ratably over your holding period for the ordinary shares or ADSs. You will generally be required to pay taxes on the amount allocated to a year at the highest marginal tax rate and pay interest on the prior year's taxes. You may be able to ameliorate the tax consequences somewhat by making a mark-to-market election or QEF election, that is, an election to have us treated as a qualified electing fund for U.S. federal income tax purposes. You should consult your tax advisor of the consequences of our classification as a PFIC.

Your ability to bring an action against us may be limited under English law.

We are a public limited company incorporated under the laws of England and Wales. The rights of holders of ordinary shares and, therefore, many of the rights of ADS holders, are governed by English law and by our memorandum and articles of association. These rights differ from the rights of shareholders in typical U.S. corporations. In particular, English law significantly limits the circumstances under which shareholders of English companies may bring derivative actions. Under English law generally, only we can be the proper plaintiff in proceedings in respect of wrongful acts committed against us. In addition, because several of our directors and a majority of our executive officers are residents of countries other than the United States, it may not be possible for you to effect service of process upon them in the United States. It may also be difficult for you to prevail in a claim against us, our officers and directors or the selling shareholders under, or to enforce liabilities based upon, U.S. securities laws.

The future sale of substantial amounts of our ordinary shares or ADSs could adversely affect our share price.

In connection with our acquisition of the acquired Nortel Networks businesses, we issued to Nortel Networks 61,000,000 ordinary shares,

which represents approximately 29.8% of our outstanding shares as of May 1, 2003. We also issued to Nortel Networks warrants over 9,000,000 ordinary shares. These warrants are immediately exercisable but may not be exercised to the extent that doing so would result in Nortel Networks owning 30% or more of our outstanding ordinary shares at the time of exercise. Certain other shareholders or groups of shareholders also hold significant percentages of our shares. For example, our directors collectively beneficially hold approximately 15.8%, and Marconi Optical Components Limited holds approximately 6.3% of our outstanding ordinary shares as of March 1, 2003. In addition, Nortel Networks and certain shareholders have the right to require us to register their ordinary shares in the United States. In particular, we have agreed to file a registration statement with the U.S. Securities and Exchange Commission to register the ordinary shares held by Nortel Networks or its affiliates at the time of registration (and any ADSs arising on conversion thereof) and we have further agreed to bear the cost of registration (excluding selling commissions and any fees and expenses related to converting ordinary shares into ADSs). Sales by Nortel Networks or other shareholders of substantial amounts of shares in the public or private market could adversely affect the market price of our ordinary shares or ADSs by increasing the supply of shares available for sale compared to the demand in the private and public capital markets to buy our ordinary shares or ADSs. These sales may also make it more difficult for us to sell equity securities in the future at a time and price that we deem appropriate.

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Nortel Networks has agreed that it will not sell or otherwise dispose of or charge, directly or indirectly, any shares for a period of six months after completion of the acquisition on November 8, 2002 and that it will not sell or otherwise dispose of or charge, directly or indirectly, more than 15,000,000 shares per quarter during the period of one year thereafter. However, we may, in our sole discretion, and at any time, consent to the sale of shares by Nortel Networks. We have also agreed that, as exceptions to the above-mentioned restrictions, Nortel Networks is entitled to make: (i) inter-group transfers; (ii) sales in privately negotiated transactions not involving a public offering, provided that such sales are not to certain of our competitors; and/or (iii) pledges for the benefit of financing providers to Nortel Networks or its affiliates, provided that in each case the transferee agrees to be bound by the above-mentioned restrictions. In addition, the above-mentioned restrictions shall not prevent or restrict Nortel Networks from: (i) accepting an offer; (ii) giving an irrevocable undertaking in relation to an offer; or (iii) selling any shares during an offer period, in each case where the offer is for our entire issued share capital.

Failure to satisfy the minimum bid price requirements of the NASDAQ National Market may result in delisting.

Our ADSs are listed on the NASDAQ National Market. To continue to be listed on that market, we must satisfy certain continued listing requirements, including a minimum bid price per ADS of $1.00. Failure to maintain the minimum bid price or any of these other criteria may result in the delisting of our ADSs from the NASDAQ National Market. If the bid price per ADS falls below $1.00 for certain periods of time, unless at that time one of a range of alternatives, including a change in the ratio of ADSs to ordinary shares, is successfully implemented, we may cease being listed on the NASDAQ National Market. If we are no longer eligible for listing on the NASDAQ National Market, we may seek to be listed on the NASDAQ Smallcap Market if we satisfy the continued listing requirements of that market. In the event that we cannot satisfy those listing requirements, trading, if any, in the ADSs would be conducted on the over-the-counter bulletin board, or OTCBB, or, possibly, on an unregulated trading facility referred to as the "pink sheets". If we are no longer listed on the NASDAQ National Market, investors may find it more difficult to sell their ADSs because smaller quantities of the ADSs would likely be bought and sold, there could be a delay in executing the transactions and there may be a reduction in the level of analyst coverage.

RISKS ASSOCIATED WITH THE TELECOMMUNICATIONS AND OP TICAL COMPONENTS INDUSTRY

The markets in which we operate are highly competitive, which could result in lost sales and lower revenues.

The market for fibre-optic components is highly competitive and such competition could result in our existing customers moving their orders to competitors. Certain of our competitors may be able more quickly and effectively to:

• respond to new technologies or technical standards;

• react to changing customer requirements and expectations;

• devote needed resources to the development, production, promotion and sale of products; and

• deliver competitive products at lower prices.

In addition, market leaders in industries such as semiconductor and data communications, who may have significantly more resources than we do, may in the future enter our market with competing products. All of these risks may be increased if the market were to consolidate through mergers or business combinations between competitors.

There can be no assurance that we will be able to compete successfully with our competitors or that aggressive competition in the market will not result in lower prices for our products or decreased

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gross profit margins. Any such development would have a material adverse effect on our business, financial condition and results of operations.

Our success will depend on our ability to anticipate and respond to evolving technologies and customer requirements.

The market for telecommunications equipment is characterized by substantial capital investment and diverse and evolving technologies, such as fibre-optic, cable, wireless and satellite technologies. Our ability to anticipate changes in technology, industry standards, customer requirements and product offerings and to develop and introduce new and enhanced products will be significant factors in our ability to succeed. We expect that new technologies will continue to emerge as competition in the telecommunications industry increases and the need for higher and more cost efficient bandwidth expands. The introduction of new products embodying new technologies or the emergence of new industry standards could render our existing products uncompetitive from a pricing standpoint, obsolete or unmarketable.

Our business has suffered and may continue to suffer from periodic downturns.

The telecommunications industry generally, and the fibre-optic components market in particular, has suffered from a period of over investment followed by a sharp decline in investment. As a result, customer demand has decreased and our sales declined significantly in the past year. There can be no assurance that the market will stabilise or improve in the near term or that the growth rates experienced in the 1999 and 2000 financial years will be attainable again in the coming years. A prolonged downturn in the industry could result in further substantially reduced volumes of sales of our products, severely adversely affecting our results of operations.

Factors other than quarterly results could cause our share price to be volatile or decline.

We are grouped with the major telecommunications companies on both the London Stock Exchange and the NASDAQ National Market. The market prices of our ordinary shares and ADSs have been, and are likely to continue to be, highly volatile due to causes other than publication of historical quarterly results, such as:

• announcements by our competitors and customers of their historical results or technological innovations or new products;

• developments with respect to patents or proprietary rights;

• governmental regulatory action; and

• general market conditions.

Over the past year, the NASDAQ National Market, the London Stock Exchange, our ordinary shares, our ADSs and the shares of our customers and competitors, in particular, have experienced substantial price and volume fluctuations, in many cases without any direct relationship to the affected companies' operating performance. Nevertheless, the market prices of the shares of companies in the optical components, modules and systems industries continue to trade at high multiples of earnings. An outgrowth of these multiples and market volatility is the significant vulnerability of our share price and the share prices of our customers and competitors to any actual or perceived fluctuation in the strength of the markets we serve, no matter how minor in actual or perceived consequence. As a result, these multiples, and hence market prices, may not be sustainable. These broad market and industry factors have caused and may in the future cause the market price of our ordinary shares or ADSs to decline, regardless of our actual operating performance or the operating performance of our customers.

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Item 4: Information on the Company

Our History and Development

Background

We were incorporated on September 22, 1988 as a private limited company under the laws of England and Wales under the name "Coleslaw 145 Limited". We changed our name to "Bookham Technology Limited" on December 14, 1988. On March 16, 2000, we re-registered as a public limited company, or "plc", and have used the name Bookham Technology plc since that time. We are governed by the Companies Act 1985. We have five direct or indirect wholly-owned subsidiaries, one of which is a holding company. Our subsidiaries are located in the United States, Canada, Japan and Switzerland; the holding company is organized under the laws of Canada.

Our principal executive office is located at 90 Milton Park, Abingdon, Oxfordshire OX14 4RY, England and our telephone number is (011) (44) 1235 837 000. The address of our United States office is 10015 Old Columbia Road, Suite B-215, Columbia, Maryland 21046, and our telephone number at that location is (410) 290-6225.

Capital Expenditures

We have, since January 1, 2000, made substantial capital expenditures related to increasing our production capacity, purchasing product development equipment and expanding our production, assembly and testing facilities. We have also in that period acquired and later disposed of an interest in a Canadian company, and completed two other strategic acquisitions. These acquisitions and the disposition are described in detail below under "Principal Developments—Strategic acquisitions and disposition".

In 2000, we invested approximately £28.7 million in increasing our production capacity, including the purchase of 35 acres of land in Swindon, England, which at the time we anticipated would provide the site of additional manufacturing capacity and our future U.K. headquarters. Due to the changed economic environment, and in view of our acquisition of a facility in the United States in 2001, we have decided not to develop this site, and the land is being marketed for sale.

In 2001, we had approximately £41.6 million in capital expenditures, including those related to the expansion of our assembly and test and wafer fabrication facilities in Abingdon, England, and the re-fitting of our assembly and test facility in Swindon, which became operational during the second quarter of 2000. We also acquired a manufacturing facility in Columbia, Maryland, that until recently served as our North American headquarters. In connection with the realignment of our manufacturing facilities in 2002, we closed the Swindon and Maryland facilities. In view of the uncertainty that developed during 2001 in the economy in general and the markets in which we operate in particular, and the deteriorating demand for fibre-optic components, we began to reduce our capital spending significantly in the second half of 2001. In 2001, we impaired the carrying value of our plant and manufacturing and production equipment by £24 million. See "Item 5: Financial and Operating Review and Prospects".

In 2002, capital expenditure was approximately £10.2 million ($16.42 million). In addition, we acquired fixed assets of approximately £42 million ($67.6 million) on the acquisitions from MOC and Nortel Networks. We also implemented an integrated enterprise resource planning, or ERP, and factory management solution based at our Abingdon and Caswell sites, which permits us to interface with the systems we acquired from Nortel Networks. Also during the year, following an assessment of the deterioration in the market for our ASOC products, we impaired the carrying value of all associated plant and equipment by £25.1 million ($40.4 million). See "Item 5: Financial and Operating Review and Prospects". All of our capital expenditures over the past three fiscal years were funded from cash raised in our public offerings in 2000.

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We estimate that we will incur capital expenditures in 2003 of between £12 and £15 million ($19.3 to $24.2 million), a significant amount of which will be associated with the relocation of our manufacturing facility in Ottawa, Canada to our existing facility in Caswell.

Principal Developments

In 2002, we pursued strategic acquisitions, disposed of an earlier-acquired interest, entered into supply agreements and experienced changes in our operations as a result of negative market conditions. A summary of the principal developments in these areas follows.

Strategic acquisitions and disposition

In October 2002, we announced our agreement to acquire the optical amplifier and optical transmitter and receiver businesses of Nortel Networks. The acquisition was completed on November 8, 2002. The aggregate consideration for the acquisition consisted of: (i) 61,000,000 of our ordinary shares; (ii) warrants over 9,000,000 of our ordinary shares; (iii) $30 million secured loan notes; and (iv) $20 million unsecured loan notes. We also paid to Nortel Networks on completion $9.2 million for restructuring expenses incurred by Nortel Networks in connection with the transaction. Nortel Networks beneficially holds 29.9% of our shares as of March 1, 2003.

The acquired Nortel Networks businesses are principally located in Paignton, U.K., Zurich, Switzerland and Ottawa, Canada. A significant portion of the acquired Nortel Networks businesses is located in the United Kingdom, near our head office. We believe that the acquisition will provide synergies and economies of scale which will lead to increased cost efficiencies. In particular, the acquisition permits us to realign our production facilities to centralize certain functions in existing or acquired facilities and close other facilities, thereby reducing the costs of operating overlapping facilities. For example, we have consolidated all of our assembly and test work into the Paignton facility acquired from Nortel Networks and are in the process of re-locating the activities of the former Nortel Networks facility in Ottawa to our plant in Caswell. Anticipated cost savings include those associated with the workforce reductions that will accompany this restructuring of our facilities, a decrease in depreciation charges due to a write down of the assets we purchased from Nortel Networks, and elimination of areas of duplication, including sales and marketing and finance and administration. While we anticipate reducing our cash break-even point between £30 million ($48 million) and £35 million ($56 million) per quarter, there can be no assurance that we will do so.

In addition, as part of an independent entity, we believe that there will be greater opportunity for components manufactured and sold by these businesses to be sold to leading systems manufacturers, other than Nortel Networks, who may not previously have purchased components from Nortel Networks, as Nortel Networks is one of their competitors. The products we acquired include optical amplifiers with vertically integrated pump laser chips, 10 Gb/s transceivers and wide receiver line and transponder modules. The integration of these products with our own active and passive solutions will enable us to provide active and passive optical modules and subsystems to optical network systems manufacturers.

In August 2002, we sold a majority of our interest in Measurement Microsystems A-Z, Inc., a company whose shares we had acquired in January 2001, to a company backed by the former management of Measurement Microsystems for consideration representing less than 1% of our net assets at the time. We retained a 25% interest in the shares of Measurement Microsystems. However, it was agreed that we would not hold any positions on the board of directors of Measurement Microsystems, would not have any involvement in the day-to-day running of Measurement Microsystems, and would not include any of the ongoing operations and cashflows of Measurement Microsystems in our consolidated accounts. The terms of the transaction permit us to continue to use Measurement Microsystems' patented optoelectronic technology pursuant to a license agreement.

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In December 2001, we announced that we had entered into an agreement to acquire the business and assets of Marconi Optical Components Limited, or MOC, a wholly-owned subsidiary of Marconi plc. We completed the acquisition in February 2002. The consideration for the acquisition was the issuance by us of 12,891,000 ordinary shares to MOC, for a value of approximately £16.4 million. The shares issued represented 9.9% of our outstanding shares prior to the issuance. MOC holds approximately 6.3% of our outstanding shares as of March 1, 2003. This acquisition has made it possible for us to expand our product portfolio into the actives market with a proprietary laser chip design, manufacturing capability and tunable laser and Gallium Arsenide, or GaAs, modulater technologies. The products we acquired included narrow-band and wideband tunable lasers, GaAs modulators and erbium doped fiber amplifiers, or EDFAs, and monolithic microwave integrated circuits, or MMICs.

Supply agreements

In connection with our acquisition from Nortel Networks, we entered into a Supply Agreement with Nortel Networks Limited, a wholly-owned subsidiary of Nortel Networks. Under the agreement, Nortel Networks Limited has agreed to purchase a minimum of $20 million per quarter, or $120 million total, of optical products and related services from us over a period of six quarters from completion of the transaction on November 8, 2002. If purchases in any quarter of the six quarter term are within 15% of $20 million Nortel Networks Limited is permitted to roll over the shortfall to a succeeding quarter. In addition, over the three years following completion, Nortel Networks Limited has agreed to purchase from us agreed percentages on a product-by-product basis of its total component requirements for the optical components products that were being supplied to Nortel Networks by the acquired Nortel Networks businesses (approximately 800 optical component products), subject to our meeting certain customary performance criteria relating to price, quality and delivery, among other things. The individual percentages will vary for each product from year to year and, in the majority of cases, will vary in range from 50% to 100% of Nortel Networks Limited's requirements for these optical component products. For the transmitter and receiver product portfolio the target starts at 80%, reducing to 60% at the end of the three year period; for the amplifier product portfolio the target starts at 65% and reduces over the three year period to 50%. These product portfolio target allocations are non-binding. The agreement can be terminated by either party following a material breach of the agreement by the other party, following a cure period and after a full dispute resolution process has been followed. It can also be terminated upon the bankruptcy or insolvency of either party. The agreement is governed by the laws of the State of New York.

In connection with the MOC acquisition in February 2002, we entered into a non-exclusive supply agreement with Marconi Communications, Inc., a wholly-owned subsidiary of Marconi plc, under which Marconi Communications will, subject to certain performance and capacity terms, purchase a minimum of £30 million ($48.3 million) of components from us over an 18-month period, originally to expire on August 1, 2003, for incorporation into certain Marconi products. In January 2003, we and Marconi Communications amended the Supply Agreement to extend its term to December 31, 2003 and to adjust the timing of the minimum purchase commitments for 2003. There has been no change to the total minimum purchase commitment under the agreement. The agreement can be terminated by either party for material breach of the agreement, following a 30 day cure period. The minimum purchase commitment is preserved where termination follows a material breach by Marconi. The agreement can also be terminated upon the bankruptcy or insolvency of either party. The agreement is governed by the laws of England.

Operational developments

In February 2003, we announced our decision to significantly downsize the manufacturing and research and development activities associated with our ASOC product line at our Abington facility in

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order to focus our resources on those product lines that are producing revenue and are expected to produce revenue in the short and medium term. These include the product lines we acquired in connection with the acquisitions from MOC and Nortel Networks. We anticipate that this decision will involve a reduction in our number of employees by approximately 200 people. We will continue to sell and support ASOC-based passive products, including the four channel EVOA, which are qualified, and shipping to customers. We will also retain a dedicated ASOC team to continue development work and maintain our wafer fabrication facility. We continue to believe that there is value and a future revenue opportunity for our ASOC platform. However, current market conditions have required us to focus on revenue-generating activities and it is not clear when we will be able to again focus on the opportunities we believe are presented by our ASOC platform.

In July 2002, we announced the closure of our facilities in Swindon and Maryland, and the consolidation of our ASOC manufacturing to the Abington site. We believe that these closures will reduce costs without an adverse impact on manufacturing capacity or on future sales ramp-up.

Governmental Regulation

Our business involves the use of hazardous materials, and environmental laws and regulations may expose us to liability and increase our costs. We historically have handled small amounts of hazardous materials as part of our manufacturing activities and now handle more and different such hazardous materials as a result of the manufacturing processes related to the acquired Nortel Networks businesses and the product lines we acquired from MOC. Consequently, our operations are subject to environmental laws and regulations governing, among other things, the use and handling of hazardous substances and waste disposal. We may be required to incur environmental costs to comply with current or future environmental laws. As with other companies engaged in manufacturing activities that involve hazardous materials, a risk of environmental liability is inherent in our manufacturing activities, as is the risk that our facilities will be shut down in the event of a release of hazardous waste. The costs associated with environmental compliance or remediation efforts or other environmental liabilities could adversely affect our business.

Our Business

Overview

We principally design, manufacture and market optical components, modules and subsystems for the telecommunications industry. We also manufacture high speed electronics components for the telecommunications, defense and space industries. In 2002, we redefined the company through our acquisitions of the optical components business of MOC and the optical amplifier and optical transmitter and receiver businesses of Nortel Networks, in order to meet customer demand for full-line, independent, solutions-capable partners who can provide a full range of components as well as complete subsystems. These acquisitions enable us to offer a comprehensive product set comprising actives, passives and amplifiers based both on new technologies and products that are established and widely deployed.

Telecommunications Industry Background

The telecommunications and optical components industry suffered a substantial setback in 2001 and 2002. Ryan Hankin Kent, or RHK, a market research and consulting group, estimates that the size of the global optical components market fell from $6.8 billion in 2000 to $2.2 billion in 2002. RHK estimates that the market will further decline to $2.1 billion in 2003 before it begins to recover in 2005. This resizing of the market is resulting in industry consolidation, which is expected to continue through 2003.

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In anticipation of the projected dramatic growth in bandwidth, telecommunications equipment and components suppliers, including us, made substantial investments in 2000 and 2001 in property, plant, equipment and personnel to meet the projected increase in demand. However, carrier cashflows then ceased to support the substantial investments in technology required to expand their networks, resulting in excess inventory and capacity. In addition, the needs of our customers have changed as they have significantly restructured their operations to focus on other areas, and are now seeking suppliers who can provide "one-stop shopping" solutions, thereby reducing the number of suppliers from whom they purchase product. Consolidation in the market has led to fewer suppliers who can provide these solutions and intense competition among those suppliers.

There have been several consequences of the downturn in the industry on our business. It has required us to consolidate our manufacturing facilities and generally restructure the organization, through cost-cutting measures such as disposing of unused property and reductions in employee headcount. It has also required us to adjust to the new demands of our customers, which we have done through strategic acquisitions from Nortel Networks and MOC, and to change our strategy to focus on revenue producing products rather than next-generation products based on our ASOC platform.

Strategy

Our objective is to be the leading global provider of optical components, modules and subsystems to optical network system manufacturers. We intend to achieve this goal by:

• Developing and marketing a full line of optical components. Our gallium arsenide and indium phosphide semiconductor technologies, also known as III-V chip technologies, can be applied to most of the basic optical functions required by telecommunication optical networks. These components can then be combined with electronics to provide modules and subsystems. By offering optical subsystems, we can provide additional cost and space savings, together with performance and functionality enhancements.

• Maintaining investment in manufacturing, product development and personnel. We believe that our technologies represent an important competitive advantage that we must continue to exploit in order to realize the commercial opportunity we believe they provide and achieve our goals. Accordingly, we have invested, and plan to maintain our investment, in semiconductor fabrication and assembly production capacity and product development capabilities.

• Enhancing sales, marketing and customer support capabilities. We believe that the highly technical nature of our products and the sophisticated and highly specialized needs of our existing and potential customers require us to maintain a knowledgeable, proactive and capable sales and marketing organization. We also intend to complement our sales and marketing efforts by investing in customer support functions, to ensure that our close customer relationships continue after products are deployed, to sustain the retention of existing customers and to identify areas for further technical improvement and development.

• Evaluating strategic acquisition opportunities. We believe that the identification and consummation of appropriate acquisition opportunities can further our overall strategic goals. In furtherance of this strategy, in February 2002, we completed the acquisition of the business and assets of MOC and, in November 2002, we completed the acquisition of the acquired Nortel Networks businesses. While we do not presently contemplate any acquisition transactions, we intend to actively evaluate opportunities as they arise.

• Focus on rigorous cost containment. The market for optical components is currently depressed, and there is no certainty when an upturn will occur. We believe that we are strongly positioned to take advantage of the market upturn, but in order to do so we must carefully contain costs to preserve research and development, production, sales and marketing capacity during a sustained

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period of low market activity. To do so, we have in the past year taken steps to rationalize production capacity, adjust headcount and restructure resources. In connection with both the Nortel Networks and MOC acquisitions, we have carefully targeted, and successfully implemented, cost savings programs for each organization, and will continue to do so.

Our Expanded Product Offering

We design, manufacture and market components that generate, detect, route, amplify and control light signals primarily in telecommunications networks. We now have three key technology platforms based on gallium arsenide, indium phosphide and silicon. Gallium arsenide is a compound used to create a variety of semiconductor devices, including devices for a wide range of optical applications, such as modulators and transmitters. Indium phosphide is a compound used in the creation of laser diodes and similar devices to generate light signals at specified wave lengths. Our silicon technology platform uses optical waveguides formed in silicon principally for passive components and larger, integrated semiconductor devices. In addition to these three technology platforms, we also have advanced capabilities in laser diodes used to power laser amplifiers and in the vertically integrated business of optical amplifiers, including intelligent electronics to control optical component systems.

Our acquisitions from Nortel Networks and MOC represent an important step in our business, and enhance our product offering significantly by increasing our capability to deliver "active" optical components—those which directly generate or receive light, whereas prior to these acquisitions our product lines were largely focused on "passive" components—those that manipulate, guide and route optical signals.

Our broader product portfolio enables us to offer the additional capability of providing subsystems and modules using our component set. These products are developed using gallium arsenide, indium phosphide and silicon technologies. This ability to offer a more comprehensive array of products addresses our customers' goal of reducing the number of suppliers from whom they purchase. In addition, we are now in a position to offer the proven, reliable and widely deployed Nortel Networks products to other leading system manufacturers who may not previously have been willing to purchase components from Nortel Networks, as one of their competitors.

Our current products are primarily configured for use in metropolitan and long-haul networks and include WDM/DWDM applications, where the need for high volume, cost-effective components that feature reduced complexity and greater ease of production is particularly critical. Our products provide functionality for the various elements within the networking system from transmitting to receiving, and include products that amplify, detect, combine and monitor light signals. Our principal product offerings include:

• Transmitters. Our transmitter product lines include products with fixed and tunable wavelength designed for both long-haul and metro (<20 km to >350 km) applications, and ranging from 2.5Gb/s to 10Gb/s. This product line also includes high power

lasers for use in long-haul systems, which are available in fixed wavelength and narrow band tunable versions, and directly modulated lasers for use in metro networks.

• Transceivers. A transceiver is a combination of a transmitter and a receiver operating together. Transceivers and transceiver modules allow bi-directional communication on a single optical fibre, thereby freeing up capacity in congested networks and reducing the number of fibers required in new networks. Our transceivers support data rates up to 1.2 Gb/s.

• Tunable lasers and transmitter modules. These include high power CW tunable lasers, narrowband "set and forget" and broadband tuning ranges. We also offer integrated transmitter modules comprising tunable lasers and modulators.

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• Receivers. A portfolio of discrete receivers for metro, long and ultra long-haul applications from 2.5 Gb/s to 40 Gb/s, including APD preamp receivers, as well as PIN preamp receivers, PIN and APD modules.

• Amplifiers. Erbium doped fibre amplifiers, or EDFAs, are used to boost the brightness of optical signals and offer compact amplification for ultra long-haul, long-haul and metro networks. We offer a semicustom product portfolio of multiwavelength amplifiers from gain blocks to full card level solutions for use in wide bandwidth WDM optical transmission systems. We also offer lower cost narrow band mini-amplifiers.

• Pump laser chips. Pump laser diodes are a type of semiconductor laser that convert electrical energy into light output. 980nm pump laser diodes are designed for use as high-power, reliable pump sources for erbium doped fibre and waveguide amplifiers. 980nm pump laser modules are designed as pump sources for EDFA applications. Uncooled modules are designed for low-cost, reliable amplification for metro, cross-connect or other single/multi channel amplification applications. We also offer 1480 pump modules which are capable of output of up to 300 mW and are stable over both time and temperature.

• PIN Photodetectors. Photodetectors are typically used to monitor the optical power where a portion of the signal is "tapped off" at the optical fiber. A PIN is a short hand description for the composition of a photodiode, which converts pulses of light into an electrical signal. Our PIN photodetectors are specifically designed for use in local area networks and fibre-optic links where components with low optical reflections are of prime importance.

• Transponder modules. A transponder module provides both transmitter and receiver functions. Electrical circuitry is included in the transponder, to control the laser diode and modulation function of the transmitter as well as the receiver electronics. These modules include a serializer that accepts simultaneous inputs of data at a data rate that is convenient for interface to a wide range of electronic circuits. These parallel data streams are electronically multiplied together to form an aggregated stream of data at a much higher data rate. The transponder disaggregates the data into individual data streams. These modules include small form factor modules for both intermediate and long reach applications.

• Multiplexers and demultiplexers. A multiplexer combines multiple wavelengths of light and a demultiplexer performs the reverse function. These products are designed for DWDM systems which allow optical cross connection and wavelength routing applications.

• Multi-channel electronic variable optical attenuators (VOAs). A VOA allows controlled reduction of the brightness or power of a light signal. Our VOAs allow precise adjustment of power levels, enabling optical signals to be redirected and on and off systems and transmission imbalances in DWDM systems to be corrected.

• Channel monitors. These monitors assist in networking monitoring and control.

• Monolithic microwave integrated circuits (MMICs). MMICs are electronic integrated circuits that work in electronic applications over a wide range of frequencies. Applications for MMICs include aerospace, military, instrumentation and communication.

• Modulator chips. A modulator chip allows the electrical carrier wave signal to be varied as the information to be transmitted on that signal fluctuates. We produce these chips as a component for OEM manufacture.

• TOA/ROA. Transmitter optical assemblies (TOAs) and receiver optical assemblies (ROAs) are card-level transmitter and receiver assemblies for Nortel Networks 10 Gb/s transport systems. These are integrations of several individual optical components onto one circuit board which contain components sourced both internally and from third parties.

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Customers, Sales and Marketing

We sell our products principally to telecommunications equipment manufacturers internationally. We also generate a small portion of our revenues from product development contracts with our customers. A small number of customers account for a substantial portion of our revenues. For example, in 2002, sales to Marconi Communications and Nortel Networks accounted for 38% and 31%, respectively, of our net revenue. We expect to continue to depend on a small number of customers for our sales and revenues. The loss of any key customer, or reductions in orders from any such customer, would likely have a material adverse effect on our business, financial condition and results of operation. See "Item 3: Key Information—Risk Factors—We and our customers are dependent upon a limited number of customers".

Our products typically have a long sales cycle. The period of time between our initial contact with a customer to the receipt of an actual purchase order is frequently six months to a year or more. In addition, customers perform, and require us to perform, extensive process and product evaluation and testing of components before entering into purchase arrangements.

Because our targeted market is a small number of very large organizations who rely on our products for critical applications, we believe it is essential to maintain a comprehensive and capable direct sales and marketing organization. Towards that end, we have established a direct sales and marketing force of 64 persons as of December 31, 2002, with salespeople in the United Kingdom, China, France, Italy, Japan and the United States. We intend to continue to invest in staff devoted to sales and marketing functions, in particular in the areas of product management and direct selling, to attract new customers and expand our sales to existing customers. Our direct sales force is supported by an applications engineering group capable of providing technical support for key customers internationally. We have complemented the direct sales force with an international network of representatives and distributors that extends our commercial reach to smaller geographic locations and customers that are not currently covered by our sales offices. In addition, we will from time to time enter into collaborative arrangements for the sale or distribution of our products, where the other party can provide access to special expertise or potential customers.

Intellectual Property

We believe that our proprietary technology provides us with an important competitive advantage and we intend to continue to protect our technology, as appropriate, including design, process and assembly aspects. Our technology extends across active and passive optical semiconductor devices for a wide range of applications in telecommunications networks. We believe that our intellectual property portfolio is a valuable strategic asset that we can use in conjunction with the technologies of the companies with which we collaborate to develop sophisticated solutions and applications for use in the optical network systems market. This portfolio is supplemented by our extensive expertise developed by our personnel, including personnel who joined us from Nortel Networks and Marconi, and significant application and process engineering know-how. We believe that the future success of our business will depend on our ability to translate our intellectual property portfolio and the technological expertise and innovation of our personnel into new and enhanced products, especially involving size and cost reduction.

We currently hold 170 U.S. granted patents and 242 non-U.S. granted patents, and have approximately 600 patent applications pending in various countries. We maintain an active program of identifying technology appropriate for patent protection. Our practice is to require employees and consultants to execute non-disclosure and proprietary rights agreements upon commencement of employment or consulting arrangements. These agreements acknowledge our exclusive ownership of all intellectual property developed by the individuals during their work for us and require that all proprietary information disclosed will remain confidential. Although such agreements may be binding,

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we may not be able to enforce them in all jurisdictions. We operate within our business a rewards to inventors scheme.

Although we continue to take these steps to identify and protect our patentable technology, and to obtain and protect proprietary rights to that technology, we cannot be certain the steps we have taken will prevent misappropriation of our technology. We may, as appropriate, take legal action in the future to enforce our patents and trademarks and otherwise to protect our intellectual property rights, including our trade secrets. We do not currently license our technology to third parties in general, but situations may arise in the future where we may decide to grant licenses or enter into cross-licenses.

In our field, as in other technical fields, there is a risk that some technology we develop, or that we use in our products, may overlap with technology deemed proprietary by third parties. In all cases where we become aware of overlaps, we intend to take appropriate steps to avoid infringement of others' intellectual property. A variety of third parties hold or may assert intellectual property rights in markets that we currently or intend to target. To the extent necessary, we will, as appropriate, seek licenses from the third party, take legal action to determine the validity and scope of the third-party rights or to defend against claims of infringement, or develop alternative, non-infringing designs. Such licensing, litigation or redesigning options could result in substantial costs and diversion of resources.

Research and Development

Since our inception in 1988, we have historically devoted a significant amount of our resources to research and development activities. We have spent £17.4 million (2000), £77.6 million (including exceptional items) (2001) and £39.8 million ($64 million) (2002) on research and development, for a total of £134.8 million ($216.9 million) over the last three fiscal years. We invested heavily in research and development in 2001 in connection with increasing our product development efforts in anticipation of an increase in demand. In response to the decline in the

market, we decreased these expenses in 2002 as part of our overall cost-cutting efforts. We believe that continued investment in our technology is critical to our future competitive success but we anticipate that research and development expenses in the near term will be lower than in 2002 as a result of ongoing cost restructuring, including the downsizing of our ASOC development efforts. As of December 31, 2002, our research and development organization comprised 374 persons.

Our research and development facilities in Abingdon, Caswell and Paignton, England, and Ottawa, Canada, include computer-aided design stations, modern laboratories and automated test equipment. We intend to devote continued research and development resources to expand our existing product line, enhance our manufacturing processes to reduce production costs, provide increased device performance, and reduce time to market in developing our products. Our research and development organization continues to be a resource available to provide optical and electronic integration expertise to meet customer-specific requirements as they arise in telecommunications and other selected applications. We also sponsor advanced research in a number of universities in the United Kingdom, Europe and North America.

Manufacturing

We have three manufacturing facilities located in the United Kingdom. Our manufacturing site in Abingdon is a silicon facility located near our corporate headquarters. In connection with the MOC acquisition in February 2002, we acquired a production and research and development facility located in Caswell. In connection with the acquisition from Nortel Networks, we acquired a manufacturing, assembly and test facility in Paignton, a production and research and development facility in Ottawa, Canada, and a manufacturing facility in Zurich, Switzerland. We are presently using the former Nortel Networks facility in Ottawa pursuant to a transitional lease with Nortel Networks. We plan to relocate the manufacturing equipment and activities from the Ottawa plant to our existing Caswell facility by the

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end of this year. We intend to retain the research and development functions as well as administrative offices in Ottawa in new premises that we have not yet acquired. We previously had facilities in Swindon, England, Columbia, Maryland and Quebec, Canada, all of which are now closed. We lease the Abingdon, Ottawa and Zurich facilities, and we own the Caswell and Paignton plants. Our aggregate potential manufacturing floor space in all of these facilities is approximately 230,000 square feet. As a result of the economic downturn, our manufacturing capability is significantly underutilized.

Our manufacturing capabilities include fabrication processing for indium phosphide, gallium arsenide and silicon. This includes clean room facilities for each of the technology processes along with assembly and test capability and reliability/quality testing. Our manufacturing facilities house sophisticated semi-conductor processing equipment, such as epitaxy reactors, metal deposition systems, photolithography, etching, analytical measurement and control equipment. Our assembly and test facilities include specialized automated assembly equipment, temperature and humidity control and reliability and testing facilities.

Competition

We believe that our principal competitors are the major suppliers of optical components and modules, including both vendors selling to third parties and components companies owned by large telecommunication equipment manufacturers. Specifically, we believe that we compete against two main categories of competitors:

• broad-based merchant suppliers of components, principally JDS Uniphase and Triquent; and

• the fibre-optic components organizations of integrated equipment manufacturers, such as Fujitsu, Opnext, Corning and Alcatel.

In addition, market leaders in industries such as semiconductor and data communications, who may have significantly more resources than we do, may in the future enter our market with competing products.

Properties

We lease our corporate headquarters and manufacturing facility of approximately 140,000 square feet in aggregate in Abingdon, England, pursuant to four leases, all of which expire in 2007. We own the 183,000 square foot facility in Caswell, England, which includes wafer fabrication, assembly and test, manufacturing support functions and research and development capabilities as well as office space. Our facility in Paignton, England, is approximately 240,000 square feet of manufacturing space incorporating clean room, assembly and test and supporting laboratory, office and storage space. We lease, pursuant to a transitional lease from Nortel Networks, our facility of approximately 75,000 square feet in Ottawa, Canada, which is principally manufacturing space incorporating clean room wafer fabrication and supporting research and development. Our facility in Zurich, Switzerland, is approximately 124,000 square feet comprising office space and manufacturing, including clean room wafer fabrication and production laboratories.

Revenue Trends

In 2002, following our acquisition of the acquired Nortel Network businesses, we changed the way in which we break out our revenue by geographic market destination. We previously included sales to European Union countries and Canada in the "rest of world" category and considered sales to the United States in a separate category. We now include sales to the United States and Canada in a new "North America" category, and have created a separate category for sales to European Union

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countries, except the United Kingdom. In addition, our previously reported 2000 and 2001 revenue has been re-allocated among the new categories, as illustrated in the following table:

Item 5: Operating and Financial Review and Prospects

Introduction

The following discussion of our financial condition and results of operations should be read in conjunction with our consolidated financial statements, including the related notes, and other financial information included elsewhere in this Form 20-F. Except for the historical information contained herein, the following discussion contains forward-looking statements that involve risks, uncertainties and assumptions such as statements of our plans, objectives, expectations and intentions. We generally use words such as "believes", "intends", "expects", "anticipates", "plans", and similar expressions to identify forward-looking statements. The cautionary statements made in this Form 20-F should be read as being applicable to all related forward-looking statements wherever they appear in this document. Our actual results, levels of activity, performance, achievements and prospects could differ materially from those discussed below. Factors that could cause or contribute to such differences include those discussed in "Item 3: Key Information—Risk Factors", as well as those discussed elsewhere in this Form 20-F.

The following discussion contains certain financial measures that exclude exceptional items under U.K. GAAP. This information is intended to complement our results reported in accordance with U.K. GAAP. A summary of the main differences between UK GAAP and US GAAP as they relate to us is set out in Note 30 of Notes to the Consolidated Financial Statements. We have excluded exceptional items because we do not consider them in evaluating our ongoing operations. We believe that presenting financial measures exclusive of exceptional items helps identify trends in our business, and we use these measures to establish budgets and operational goals, to manage our business and evaluate our performance. Our Consolidated Financial Statements, included elsewhere in this Form 20-F, contain, for the year ended December 31, 2002, a reconciliation of these financial measures before and after inclusion of exceptional items.

Overview

Our business has changed significantly in response to the dramatic decline in the industry over the past two years. In 2000, our business was entirely driven by our proprietary ASOC platform, which we introduced commercially in 1997, and which enables us to use silicon to build integrated fibre-optic devices. In response to market conditions, in early 2003 we announced that we would be substantially reducing the resources devoted to development of our ASOC platform by, among other things, reducing the number of employees dedicated to ASOC work from approximately 250 to approximately 50 and focusing our development efforts on a more limited number of ASOC products. Our ASOC products are based upon use of silicon technology to produce passive products and fully integrated optical components. As ASOC is an innovative technology, development and qualification of ASOC

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products typically continues to require a significant investment on the part both of us and our customers. We have determined that in today's

Year ended December 31

2002

2002

2001

2000

(in thousands)

Revenues: United Kingdom $34,250 £21,273 £13,306 £20,474

North America 17,087 10,613 3,095 5,235

European Union (except U.K.) 3,821 2,373 375 415

Japan 95 59 3,862 24

Rest of World 458 285 1,283 153 Total Revenues $55,711 £34,603 £21,921 £26,301

marketplace, customers are more likely to purchase transmitters, lasers and receivers as separate building blocks for the terminals of communications networks, and favor traditional technologies that require less development investment and involve less risk. As a consequence, we have concentrated our current efforts on gallium arsenide and indium phosphide products, typically "active products" that can be bought as individual components and integrated at the times and in the manner that our customers desire. We intend to continue to sell those ASOC products that are qualified and to develop the ASOC platform consistent with our overall objective of controlling expenses and meeting customer requirements in a challenging market environment. The term "qualified" means that the product has successfully completed a specific series of tests that demonstrate it meets both industry-wide standards and that it is suitable for customer specific use.

In 2002, we redefined our business through the acquisitions of the optical components businesses of Marconi Optical Components Limited, or MOC, and Nortel Networks Corporation. The acquisition from Nortel Networks delivered a significant set of complementary products to add to our growing portfolio, along with a comprehensive set of technical skills and management experience. The products we acquired include optical amplifiers with vertically integrated pump laser chips, widely deployed 10Gb/s transceivers, and wide receiver line and transponder modules. The products we acquired from MOC permit us to expand our portfolio into the actives market, and include tunable lasers, GaAs modulators and EDFAs. We believe that the economies of scale generated by the addition of these businesses will facilitate increased cost efficiencies and enhance our competitiveness and ability to prosper.

One of our challenges in the present economic environment is to expand our revenue base beyond the supply agreements entered into with Marconi Communications and Nortel Networks Limited as part of the acquisitions. We intend to do this by expanding our customer base to include other leading systems manufacturers who previously may not have purchased products from Marconi or Nortel Networks because they were competitors. We also intend to take advantage of the continuing consolidation in the market to gain customers whose previous suppliers have either exited the business or combined with a competitor.

Another challenge we face is to maintain an appropriate level of development to support our products and customers while at the same time continuing our cost cutting measures in order to benefit from the economies of scale presented by the combination of our business with the businesses acquired from MOC and Nortel Networks.

Our 2002 revenue was significantly and positively affected by revenue generated from sales to Nortel Networks Limited under the supply agreement. Revenue in the fourth quarter of 2002 was up 580% from the fourth quarter of 2001 and our revenue for 2002 was up 58% from 2001. However, any comparisons of 2002 performance against 2001 performance must be viewed in light of the fact that we have redefined our business by acquiring two other businesses, one of which was significantly larger than our business before the acquisition, substantially broadening our product range and benefiting from two supply agreements with minimum purchase commitments. Accordingly, such comparisons may not be meaningful and our past and present performance may not be indicative of our future performance. In addition, we are not yet in a position to identify any trends in our business given our very limited experience in managing the business after the acquisitions.

Application of Critical Accounting Policies

We have adopted a number of accounting policies and methods that we use in connection with preparing our financial statements under U.K. GAAP. The application of those policies and methods in some cases depends on estimates and judgments made by our management about matters that are

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uncertain. The following is a brief discussion of those policies and methods used by us, for accounting periods up to and including December 31, 2002, that involve our most complex judgments and estimates. Note 1 of Notes to the Financial Statements included elsewhere in this Form 20-F includes a more technical summary of the significant accounting policies and methods used in the preparation of our Consolidated Financial Statements.

Revenue Recognition

Almost all of our revenue is generated through the sale of products requiring formal qualification according to standardized industry guidelines. Upon successful completion of product qualification, customers will place purchase orders reflecting agreed-upon pricing, quantity, delivery dates and other terms. We recognize revenue when we ship the qualified product in accordance with the terms of a purchase order, it is accepted by the customer and we believe with a high degree of certainty that we will collect payment from the customer. In making judgments about the likelihood that we will collect payment from the customer, we consider a number of factors, including our past collection history with the customer and the customer's financial performance and condition. In specific instances where collectability may be in question, we work closely with the customer to obtain the information we need to make judgments about collectability. For example, when Marconi, our largest customer in 2002, began negotiating with its creditors on a proposed restructuring of the company, we were in close contact with management of Marconi for the purpose of assessing the collectability of invoices issued to Marconi for products purchased from us. In that case, we recognized revenue upon shipment to Marconi and we have collected payment from Marconi. We have continued to recognize revenue upon shipment to Marconi.

Accounting for Acquisitions and Goodwill

We have accounted and will continue to account for acquisitions using the acquisition method of accounting. This accounting method requires us to allocate the consideration for the purchase to the acquired assets and liabilities on the basis of fair value at the date of acquisition. The allocation of the purchase price is highly judgmental. Management determines fair value by considering relevant information such as the current cost of similar assets, if available, and the book value of similar assets, and by making judgments about the obsolescence of the assets, based on market conditions and the likelihood of substitute technologies becoming available, with input from independent appraisers.

We are also required to write off any goodwill associated with an acquisition over the useful life of the acquired business. Goodwill is defined as the excess of the purchase price over the fair value allocated to the net assets. Our judgments as to fair value of the assets will, therefore, affect the amount of goodwill. We estimate the useful life of tangible assets acquired in any acquisition, such as plant and equipment, by considering comparable lives of similar assets, past history, the intended use of the assets and the condition of the assets. In estimating the useful life of the acquired business, we consider the products, technology and assets of the acquired business relative to our business strategy and the likelihood of obsolescence of the assets. We also review and consider the useful life chosen by other companies in comparable transactions. For example, in connection with accounting for our acquisition from Nortel Networks, we estimated a useful life of ten years based on our judgment that the businesses we acquired from Nortel Networks re-defined our business, form the core of our strategy going forward and we foresee no substitutes for our core business.

Accounting for Acquired In-Process Research and Development Under U.S. GAAP

In connection with the acquisitions during 2002 of the assets of Marconi Optical Components Limited and the acquired Nortel Networks businesses, we recorded charges under U.S. GAAP for acquired in-process research and development, or IPR&D, amounting to £4.2 million ($6.8 million) and £4.6 million ($7.4 million) respectively. In connection with the acquisition of Measurement

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Microsystems A-Z Inc in 2001, we recorded a charge of £6.5 million for acquired IPR&D under U.S. GAAP. These charges are not made under UK GAAP. Management is primarily responsible for estimating the fair values of IPR&D, although the assistance of independent appraisers is sought in all cases.

As of the dates of each IPR&D valuation, the projects assessed had not yet demonstrated technological or commercial feasibility, and the technology did not have an alternative future use. Therefore, the fair values were expensed at the relevant date of acquisition.

The allocations of the consideration of each acquisition represented the estimated fair values based on discounted cash flows relating to incomplete research and development projects. The calculations aimed to estimate the values required to develop each project into a commercially viable product, taking account of anticipated future revenues and the remaining costs of completion. Consideration was given to the outstanding direct expenses, any contribution of other assets, charges resulting from UK corporation tax, the degrees of completion and the relative risks attributable to each project. All operating cash flows were discounted at appropriate rates.

The revenue estimates assumed that the development and marketing of the projects would be successful, and that their commercialization would correlate to management's current forecasts. Sales were forecast to decline over each product's expected economic life as new versions were introduced either by us or competitors.

In each case, our estimates used in valuing IPR&D were based upon assumptions which we believe are reasonable, but which are inherently uncertain and unpredictable. The assumptions may be incomplete or inaccurate, and no assurance can be given that unanticipated events and circumstances will not occur. Accordingly, actual results may vary from the projected results. Any such variance may have a material adverse effect on our financial condition and reported results of operations.

In identifying the programs to be valued, we have distinguished between two main areas of research and development. Pure research of a given technology application is referred to as Technology Research. New Product Introduction ("NPI") follows on from this stage, developing a known technology from initial identification of an application with a market opportunity, through design and testing, to implementation and delivery of products to a customer.

Acquisition of Marconi Optical Components

In connection with the acquisition of the assets of MOC, £4.2 million ($6.8 million) of the £21.2 million ($32.4 million) total consideration under U.S. GAAP was allocated to IPR&D projects.

The projects under development at the acquisition date were expected to result in a portfolio addressing tunability, bandwidth, integration, amplification, and managed optical networks. The expected dates of release of these projects ranged from seven to seventeen months from the date of acquisition.

There were three main programs acquired in the NPI stage of development. All estimated costs to complete were to be funded from

current cash reserves in Bookham, unless stated to the contrary. The current status of each category is given below:

• Fast tuning, wide coverage, tunable lasers: The estimated costs to completion, as at the date of acquisition, were assessed at £2.2 million ($3.5 million) (including an element funded from Marconi). Development of these products was suspended post-acquisition in favour of alternative technologies. The feasibility of the products has, however, been demonstrated and the product introduction will be reviewed again in the fourth quarter of 2003.

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• 10G Transmitters: The estimated costs to completion, as at the date of acquisition, were assessed at £3.4 million ($5.5 million) (including an element funded from Marconi). This program was rephased as a result of wafer fab and assembly and test facility transfers, resulting in a potential loss of revenue of approximately $1 million. The program is now expected to be completed during the second half of 2003.

• 40G Transmitters and Receivers: The estimated costs to completion, as at the date of acquisition, were assessed at £4.1 million ($6.6 million). Following the acquisition, the program was suspended as the market conditions for acceptance of this product have changed, and there was overlap with products being developed/marketed by NNOC. There are no plans at this stage to continue with this program.

In determining the discount rate to be applied, a base rate of 30% was used, equivalent to our weighted average cost of capital at the date of acquisition. A premium related to the additional risk associated with each project was added to the base rate. Due to the different weightings given to the additional risks, the resultant discount rates fell within the range of 40-45%, the higher end being attributable to those products whose revenues would commence in the year ended March 31, 2004.

Acquisition of the Acquired Nortel Networks Businesses

Of the total consideration under U.S. GAAP of £75.3 million ($121.2 million) for the acquired Nortel Networks businesses, the allocation to acquired IPR&D projects was £4.6 million ($7.4 million).

The projects under development at the acquisition date were expected to result in a portfolio addressing tunability, bandwidth, integration, amplification, and managed optical networks. These projects were split into two distinct categories: New Product Introductions, or NPI, and Technology Programmes, or TP. TP relates more to the research stages of the project lifecycle, while NPI relates principally to the development stages. The TP projects which meet the criteria for recognition as IPR&D were assessed as requiring between 1 and 1 1 / 2 years before attaining NPI status. With regard to the NPI projects, percentage completion ranged from 10-90%, and the expected release dates of the commercially viable products varied between December 2002 and August 2003, depending on the project.

There were three main categories of program acquired in both the NPI and the Technology Research stages of development. All estimated costs to complete were to be funded from current cash reserves in Bookham. The current status of each category is given below:

NPI

• Amplifiers: Revised estimates of the costs to complete are £200,000 ($322,000). The completion dates for the projects in this category have been pushed back to later in 2003. No significant impact on revenue is anticipated.

• Pumps: Revised estimates of the costs to complete are £70,000 ($112,000). One of the projects—G07 Pumps—has been successfully released, while the other—low cost cooled pump modules—has been pushed back to the fourth quarter 2003. No significant impact on revenue is anticipated.

• Transceivers: The majority of the projects in this category have successfully been released, or have been delayed into the third and fourth quarters of 2003 with no customer impacts. Three projects have been reclassified as Technology Research, as the required technology was not yet mature. The revenue impact of this is approximately £300,000 ($483,000). The remaining two projects have been extended out into early 2004, with likely impacts on revenue of approximately £500,000 in 2003 ($805,000) and £1.5 million ($2.4 million) in 2004. The revised estimate of the costs to complete these projects is £350,000 ($563,000).

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Technology research

• Amplifiers: Activity on these projects has slowed significantly due to weakening market demand and pricing pressure. No business decisions have yet been made on whether to take them to full development.

• Pumps: As of the end of the second quarter of 2003, the Pumps projects have been terminated.

• Transceivers: These technology programs have been extended out to between late 2003 and mid 2004. All programs are ongoing, but timescales cannot be precise by the very nature of the research, and decisions as to appropriateness of transitions into the NPI phase are made on the basis of regular deliverables that we track.

In determining the discount rate to be applied a base rate of 20% was used, equivalent to our weighted average cost of capital at the date of acquisition. A premium related to the additional risk associated with each project was added to the base rate. Due to the different weightings given to the additional risks, the resultant discount rates fell within the range of 30-35%.

Impairment of Intangible and Tangible Fixed Assets

We periodically evaluate acquired businesses, intangible assets, product lines and our fixed asset base for potential impairment of their recorded value. Our judgments are based on market conditions (including future demand and potential product obsolescence), legal factors and operational performance of the assets. We impaired intangible and tangible fixed assets significantly in the years ended December 31, 2001 and 2002. In 2002 we impaired the assets (primarily plant and equipment) related to our ASOC product line as demand for those products fell significantly and our ability to generate cashflow to recover the recorded value of those assets became highly unlikely. Future events could cause us to conclude that impairment indicators exist and that goodwill associated with our acquired businesses and our tangible fixed assets are impaired. Any resulting impairment loss could have a material adverse impact on our reported results of operations.

Inventory Valuation

In general, our inventory is valued at the cost to acquire or manufacture our products less reserves for the inventory that we believe could prove to be unsaleable. The manufacturing cost will include the cost of the components purchased to produce our products, and related labor and overhead. On a monthly basis, we review our inventory to determine if we believe it is saleable. Products may be unsaleable because they are technically obsolete due to substitute products or specification changes or because we have an excessive amount of inventory relative to customer forecasts. We currently reserve for inventory using methods that take those factors into account. In addition, if we find that the cost is greater than the selling price we will write the inventory down to the selling price less the cost to complete and sell the product.

Results of Operations for Fiscal Years Ended December 31, 2002, 2001 and 2000

Revenues

Revenues increased from 2001 to 2002 by 58% from £21.9 million to £34.6 million ($55.7 million), and decreased from 2000 to 2001 by 13% from £25.2 million to £21.9 million. The increase in 2002 was primarily the result of sales to Nortel Networks Limited from the acquired Nortel Networks businesses and from sales to Marconi following the purchase of Marconi's optical components business, whereas the decrease in 2001 was due to the overall decline in demand in the optical components industry during the year. Substantially all of our revenues are generated from the sale of our optical component products. In the past, a portion of our revenues was generated from development contracts. For

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example, we generated £1.1 million from development contracts in 2000 but negligible revenue in 2002. This decline is the result of our strategic focus on product sales rather than development contracts.

Cost of sales

Our cost of sales consists of the costs associated with manufacturing our products, and includes the purchase of raw materials, labor and related overhead. It also includes the costs associated with underutilized production facilities and resources, or overhead, as well as the charges for the write-down of impaired manufacturing assets or restructuring related costs which are considered exceptional items and are discussed below under the heading "Exceptional Items". Charges for inventory obsolescence, the cost of product returns and warranty costs are also included in cost of sales. Costs and expenses of the manufacturing resources which relate to the development of new products are included in research and development. Our cost of sales, including exceptional items described below, increased significantly from £47.5 million in 2001 to £74.2 million ($119.5 million) in 2002. This increase was due to the exceptional items, the costs of the acquisitions from MOC and Nortel Networks and, to a lesser degree, the higher direct product costs related to higher revenues. In 2001, our cost of sales, before exceptional items, was £30.2 million, which represented a 5% decrease over 2000 cost of sales due to our efforts in 2001 to reduce our fixed manufacturing overhead costs in view of changed market conditions and deteriorating customer demand.

Gross Profit/Loss

Gross profit or loss consists of net revenues less cost of revenues and gross margin is the gross loss as a percentage of revenue. In 2002, our gross loss was £39.6 million ($63.8 million), or 115% of revenues, compared with a gross loss of £25.6 million, or 117% of revenues, in 2001 and a gross loss of £5.5 million, or 21% of revenues, in 2000, all including exceptional items described below. The impact of a high fixed cost base from the acquisitions from MOC and Nortel Networks was the primary factor for the higher gross loss and gross margin loss in 2002 over 2001. The higher gross loss and gross margin loss in 2001 over 2000 was the result of the higher fixed costs of our capacity expansion in 2000, which became significantly underutilized in 2001 and which we shut down in 2002. Gross loss in 2000 was primarily due to the impact of start-up costs relating to new products.

Research and Development Expenses

Research and development costs including exceptional items decreased in 2002 from £77.6 million in 2001 to £39.8 million ($64.1 million) in 2002, principally as a result of our continued cost cutting measures. Those costs increased from £17.4 million in 2000 to £77.6 million in 2001 as a result of exceptional items as described below and our continued dedication of significant resources to developing our technology, with particular focus in 2001 on DWDM products. In 2000, spending on research and development represented 66% of total net revenues; in 2001, it represented 354% of total net revenues; and in 2002, it represented 101% of total net revenues. Research and development spending as a proportion of revenues has generally been much larger than that of comparable-sized companies in our industry, and often similar, in terms of total spending, to that of much larger companies. We have reduced our workforce on several occasions over the past several years, and as part of those reductions, have reduced the level of our research and development staff. This has reduced personnel costs, and resulted in a contraction in the number of projects being worked on, and in turn resulting in reductions in associated spending on supplies and services. We continue to view research and development as a principal strategic investment but have taken significant restructuring actions to minimize our research and development expenses.

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National Insurance Expense

We provide for National Insurance expense (the U.K. equivalent of U.S. social security taxes) at a current rate of 11.9% on the gain on exercise of certain stock options granted between April 5, 1999 and November 14, 2000 under plans that have not been approved by the U.K. Inland Revenue. As permitted by applicable U.K. legislation, our employees will be responsible for the National Insurance liability with respect to such unapproved options granted after November 14, 2000. In addition, in accordance with legislation introduced in 2001, certain options that had an exercise price in excess of the market price of our ordinary shares on November 7, 2000, will not give rise to any future National Insurance liability.

Selling, General and Administrative Expenses

Selling, general and administrative costs, including exceptional items, decreased 1% from £21.3 million in 2001 to £21.1 million ($34.0 million) in 2002, and increased 52% from £13.9 million in 2000.

Sales and marketing costs increased to £5.7 million in 2002 from £5.1 million in 2001 (12% increase) and £4.4 million in 2000 (30% increase). As a percentage of revenues for the year, sales and marketing costs represented 16% in 2002, 23% in 2001, and 17% in 2000, reflecting an ongoing program to increase revenues in a period of lower demand across the industry.

General and administrative costs increased to £11.7 million in 2002 from £10.7 million in 2001 (9% increase) and £9.5 million in 2000 (23% increase). The increase in expenditure in 2002 reflects the inclusion of the operations of the acquired Nortel Networks businesses in the fourth quarter of 2002, which contributed £1.6 million to the total general and administrative expenditure in the year, partially offset by the continuing process of cost reduction efforts throughout 2001 and 2002.

Exceptional items included within the total for selling, general and administrative costs were £3.7 million ($6.0 million) in 2002, £5.5 million in 2001 and £nil in 2000. Further detail of these costs is given below.

Exceptional Items

In 2002, we incurred exceptional items under U.K. GAAP in the amount of £36.7 million ($59.1 million). Of these charges, £29.3 million ($47.2 million) related to our decision to significantly reduce our efforts on the ASOC product line, and included £25.1 million ($40.4 million) for the impairment of equipment used in our ASOC product line, £1.2 million ($1.9 million) for inventory and £3.0 million ($4.8 million) for purchase commitments. Also included in exceptional items in 2002 was £5.1 million ($8.2 million) related to the closure of our Maryland and Swindon sites, which had been manufacturing ASOC products. In 2001, we had exceptional items in the amount of £62.8 million. Of this amount, £22.3 million was due to the write-off of goodwill and other intangibles related to our acquisition in 2001 of Measurement Microsystems, as the result of our later decision to discontinue development efforts and close the operation. We also wrote down £28.9 million of facilities and equipment considered excess and took £4.7 million provisions for excess inventory and purchasing commitments. Additional involuntary termination charges associated with the downsizing of our Abingdon site were recorded in 2003.

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The following table reconciles the exceptional items reported above with the exceptional items reported in our financial statements on page F-13.

We have implemented three significant exit programs during 2001 and 2002, all of which related to the ASOC-based product family. During 2001 and 2002, management performed reviews of the market conditions for ASOC products, and each time concluded that the market for these products was in decline. As a direct result, management determined that the most economically viable course of action would be initially to close the Maryland and Swindon sites, and subsequently, at the Abingdon site, to close the production and a significant portion of the research and development facility associated with ASOC.

Each exit program identified the associated employees and product lines that would be terminated, resulting in excess inventory and fixed assets. A complete program of employee consultation was conducted prior to each closure, and measures were put into place to ensure that key personnel were retained as long as necessary. Inventory build-outs were planned, and communication was made with customers that would be affected by the closure of certain product lines and research projects. Prior to closure of the Maryland and Swindon sites, a small portion of the assets were transferred to other Bookham sites. The remaining assets were auctioned to third parties for an aggregate of approximately £200,000 and unsaleable items were scrapped.

The closure of the Maryland site was completed in December 2002. All production at the Swindon facility was terminated and the premises were vacated during the summer of 2002. We retained the land associated with the Swindon site but are currently seeking buyers for that site.

We anticipate completing the Abingdon program in the third quarter of 2003, although significant progress has already been made with regard to releasing employees and closing down manufacturing lines.

In connection with these exit programs, we anticipate annualized cost savings of approximately £27.1 million based on normal pre-closure run rates for the associated sites. These costs include payroll costs, site and equipment rentals, utilities and services costs, and materials expenditure, and the savings will primarily affect the manufacturing and research and development lines in our income statement. The full impact of these savings will not be reflected in our financial statements until the programs are completed.

In 2001 we incurred charges related to inventory write-downs on excess inventory of £4.65 million and, in 2002 we incurred charges related to inventory write-downs on excess inventory of £3.3 million ($5.3 million), which includes write downs of £1.2 million ($1.9 million) related to the downsizing of our ASOC product line. During the relevant periods, inventory was written down or written off in our ASOC, transceiver and amplifier product categories.

When calculating the levels of write-downs, consideration was given to internal six-month marketing and sales forecasts, as well as, in the case of raw materials, sales and operations planning, in order to produce estimates of the final quantity of finished goods that would be produced. The total

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amount of forecast finished goods was compared to the sales forecasts, and the difference was written down. Raw materials were written down to the extent not required by management's sales and operations plan. We consider inventory levels at customers but do not formally obtain confirmation of these levels. No inventory is held by distributors. We have limited ability to reduce orders with suppliers. Previous experience has indicated that the usual negotiation process results our having either to take the full order or to pay a termination penalty in lieu of receiving the products.

ASOC

Cost Categories

Closure Costs

Equipment

Inventory

Other

Total

Closure Costs — — 5,127 — 5,127 Tangible Impairments 24,060 — — — 24,060 Intangible Impairments 3,997 — — — 3,997 Inventory Provisions — 1,237 — 10 1,247 Stock Cancellation Charges — — — (267 ) (267 ) Redundancy — — — 2,499 2,499 28,057 1,237 5,127 2,242 36,663

We currently have no plans to dispose of these items of inventory either as a customer sale or as scrap. None of the items provided in 2002 have been sold since the year end. Future sale of these items would be likely only if there were a timely and significant improvement in the status of our markets and customers. As a result, it is currently not expected that this inventory will have any impact on future profit margins.

Net Interest Income

Interest income net of interest expenses declined to £5.3 million ($8.5 million) in 2002 from £10.9 million in 2001 as a result of increased expenditures and lower interest rates. Interest income was £9.6 million in 2000 and the increase in 2001 was a result of cash surpluses raised in our public offerings, which were invested in interest-bearing money market deposits.

Provision for Income Taxes

We have incurred substantial losses to date and expect to incur additional losses in the future. Due to the uncertainty surrounding the realization of the benefits of the net loss carry-forward, a full valuation allowance has been placed against the otherwise recognizable deferred tax assets of £75.7 million ($121.9 million) at December 31, 2002. No income tax benefit has been recorded in any of the five fiscal years ended December 31, 2002. As our business develops globally we may incur local tax charges which we are unable to offset.

Net Loss

Our net loss for 2002 under U.K. GAAP was £101.4 million ($163.3 million), representing a decrease from our 2001 net loss of £113.2 million. Our net loss for 2001 represented a substantial increase over the 2000 net loss of £29.1 million. A large part of the losses in 2002 and 2001 was due to exceptional items, described above, in the amount £36.7 million ($59.1 million) and £62.8 million, respectively, without which the 2002 and 2001 losses would have been £64.7 million ($104.2 million) and £50.4 million, respectively.

Liquidity, Capital Resources and Contractual Obligations

Liquidity and Capital Resources

Operating activities

Net cash used in operating activities in 2002 was £61.7 million ($99.3 million). This resulted primarily from the loss from operations of £106.7 million (£171.8 million) offset by non-cash impairment charges, depreciation, and amortization expenses of £38.7 million ($62.3 million) and a £5.9 million ($9.5 million) decrease in working capital. The working capital decrease was primarily the result of the acquisition from Nortel Networks, which resulted in increases in both the levels of accounts receivable and accounts payable, partially being offset by a decrease in the levels of acquired inventory.

Net cash used in operating activities in 2001 was £44.4 million. This resulted primarily from the loss from operations of £124.2 million offset by the non-cash impairment charges, depreciation and amortization expenses of £66.2 million and a £5.9 million increase in working capital. The working

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capital decrease was the result of lower accounts receivable of £8.2 million and lower inventory of £4.4 million primarily relating to revenue declining throughout 2001.

Net cash used in operating activities in 2000 was £38.2 million. This resulted primarily from the loss from operations of £38.6 million and an increase in working capital of £5.6 million, offset by non-cash expenses for depreciation and amortization of £4.6 million and non-employee options expense of £1.4 million. The working capital increase was the result of higher accounts receivable of £10.5 million and inventory of £6.2 million, offset by higher accounts payable of £9.7 million. The accounts receivable and inventory both increased with our revenue in 2000 while the accounts payable balance increased as we built up our inventory and capital expenditures.

Return on investments

Return on investments represents net interest, which is the difference between interest received on our cash and interest paid on our debts. It has declined over the three year period from £9.8 million in 2000 to £11.1 million in 2001 and £5.3 million ($8.5 million) in 2002, as our cash balance has declined. Interest paid on debts has been minimal during the three year period as debts have been minimal.

Investing activities

Capital expenditures in 2002 were £10.2 million ($16.4 million). This spending was significantly below the prior two years as we were no

longer expanding capacity and spent only on areas that improved product performance, quality or capability. The principal component of our 2002 spending related to implementation of an integrated enterprise resource planning, or ERP, and factory management solution, based at our Abingdon and Caswell sites, that permits our systems to interface with the systems we acquired with the Nortel Networks businesses. In 2001 and 2000 we spent £41.6 million and £28.7 million, respectively, in capital expenditures. These expenditures were primarily to expand our production capacity and capability in our ASOC product line. We also acquired manufacturing facilities in Swindon and Columbia, Maryland, which were closed in 2002 due to the decrease in demand for optical components.

Acquisitions

On February 1, 2002 we acquired MOC for consideration of 12,891,000 ordinary shares, valued at £15,655,000 ($25,204,550) at the time of the transaction. In exchange, we received fixed assets, including equipment, land and buildings of £9.6 million ($15.5 million) and inventory of £7.4 million ($11.9 million). We assumed no liabilities and incurred no debt in connection with this transaction.

On November 8, 2002, we completed the acquisition of the acquired Nortel Networks businesses for consideration valued at the time at £92,092,000 ($153 million) satisfied by the issue of 61,000,000 ordinary shares, warrants over 9,000,000 ordinary shares, loan notes in the aggregate amount of $50 million and the payment of a cash consideration of $9.2 million. In exchange, we received intangible assets valued at £7.8 million, representing the patent portfolio for the amplifiers and active devices acquired from Nortel Networks; tangible fixed assets of £32.0 million, including equipment, land and buildings; and inventory of £26.4 million. We recorded £35.4 million as goodwill, representing the excess of the net value of the assets purchased over the purchase price. As part of the transaction we assumed certain liabilities falling due within one year of £4.5 million.

Sources of cash

In the past three years, we have funded our operations from the proceeds of our public offerings in 2000, in which we raised a total of approximately £297.4 million. As of December 31, 2002 we had £105 million ($169.1 million) in cash and equivalents, which represents our source of cash. We do not have any bank lending facilities, borrowings or lines of credit, except for the secured and unsecured

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loan notes we issued to affiliates of Nortel Networks in connection with the acquisition, and a loan in the principal amount of £301,000 that we assumed in connection with the Nortel Networks transaction. The loan notes are described below in "Item 10: Material Contracts".

Future cash requirements

We anticipate spending £12 to £15 million ($19.3 to $24.2 million) in capital expenditures in 2003. Although our cash flows from operations are currently not sufficient to cover our operating expenses and capital expenditure needs, we believe that we will have sufficient capital resources from cash flows from operations, existing cash balances and the net proceeds of our initial and follow-on offerings to meet our anticipated working capital and capital expenditure requirements for at least 12 months (excluding expenditures on acquisitions). Unanticipated events and opportunities may require us to sell additional equity or debt securities. From time to time, we have engaged in discussions with third parties concerning potential acquisitions of product lines, technologies and businesses. We continue to consider potential acquisition candidates. Any of these transactions could be material in size and could involve the issuance of a significant number of new equity securities, debt, and/or the payment of substantial cash consideration. We may also be required to raise additional funds to complete any such acquisition, either through the issuance of equity securities or borrowings. If we raise additional funds or acquire businesses or technologies through the issuance of equity securities, our existing shareholders may experience significant dilution.

Risk management—foreign currency risk

We are exposed to fluctuations in foreign currency exchange rates, interest rates and the prices of our ordinary shares and ADSs.

As our business has grown and become increasing multinational in scope, we have become more subject to fluctuations based upon changes in the exchange rates between the currencies in which we collect revenue and pay expenses. In the future we expect that a substantial portion of our revenues will be denominated in U.S. dollars, while the majority of our expenses will continue to be denominated in pounds sterling. Fluctuations in the exchange rate between these two currencies and, to a lesser extent, other currencies in which we collect revenue and pay expenses, could affect our operating results. In addition, the loan notes we issued in connection with the acquisition from Nortel Networks are denominated in U.S. dollars. We therefore anticipate engaging in currency hedging transactions in an effort to cover any exposure to such fluctuations, and we may be required to convert currencies to meet our obligations. Under certain circumstances, hedging transactions can have an adverse effect on our financial condition.

Contractual Obligations

Our contractual obligations at December 31, 2002, by nature of the obligation and amount due over certain periods of time, are set out in

the table below. This table does not include our purchase obligations, which consist of ordinary course of business purchase orders for goods and services. There have been no material changes in the obligations set forth in the table since December 31, 2002.

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Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements, as that term is defined in Item 5.E.2 of Form 20-F.

Recent Accounting Pronouncements

U.K. GAAP Pronouncements

Financial Reporting Standard, or FRS, 19 "Deferred Tax" applies for the first time in fiscal 2002. It requires full provision for deferred tax, subject to certain exceptions, arising from timing differences between the recognition of gains and losses in the financial statements and for tax purposes. The adoption of FRS 19 has had no impact on us in fiscal 2002 or in prior years.

Following the announcement by the Accounting Standards Board to defer the full implementation of FRS 17 "Retirement Benefits" to accounting periods beginning on or after January 1, 2005, we will continue to account for pensions under Statement of Standard Accounting Practice, or SSAP, 24 "Accounting for Pension Costs".

Other than the above, the financial statements have been prepared using accounting policies unchanged from fiscal 2001.

U.S. GAAP Pronouncements

SFAS No. 141 and SFAS No. 142. In July 2001, the Financial Accounting Standards Board issued SFAS No. 141, Business Combinations and SFAS No. 142, Goodwill and Other Intangible Assets. SFAS No. 141 requires the use of the purchase method of accounting for all business combinations initiated after June 30, 2001. SFAS No. 141 requires intangible assets to be recognized if they arise from contractual or legal rights or are "separable", in other words, where it is feasible that they may be sold, transferred, licensed, rented, exchanged or pledged. As a result, it is likely that more intangible assets will be recognized under SFAS No. 141 than its predecessor, Accounting Principles Board, or APB, Opinion No.16 although in some instances previously recognized intangibles will be subsumed into goodwill.

Under SFAS No. 142, goodwill will no longer be amortized on a straight-line basis over its estimated useful life, but will be tested for impairment on an annual basis and whenever indicators of impairment arise. The goodwill impairment test, which is based on fair value, is to be performed on a reporting unit level. A reporting unit is defined as a SFAS No. 131 operating segment or one level lower. Goodwill will no longer be allocated to other long-lived assets for impairment testing under SFAS No. 121, Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed Of. Additionally, goodwill on equity method investments will no longer be amortized; however, it will continue to be tested for impairment in accordance with APB Opinion No. 18, The Equity Method of Accounting for Investments in Common Stock. Under SFAS No. 142 intangible assets with indefinite lives will not be amortized. Instead they will be carried at the lower of cost or market value and tested for impairment at least annually. All other recognized intangible assets will continue to be amortized over their estimated useful lives. SFAS No. 142 is effective for fiscal years beginning after December 15, 2001 although goodwill on business combinations consummated after July 1, 2001 will not be amortized. In addition, goodwill on prior business combinations will cease to be amortized.

The adoption of SFAS No.141 and SFAS No. 142 has not had a material impact on our financial position or results of operations.

SFAS No. 144. In August 2001, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 144, "Accounting for the Impairment or Disposal of Long-Lived

Payments Due by Period

Contractual Obligations

Total

Less than 1 year

1-3 years

3-5 years

More than 5 years

(in thousands)

Long-Term Debt £31,359 £30 £18,695 £12,483 £151 Capital Lease Obligations — — — — —Operating Leases £2,545 £889 £169 £1,377 £110 Other Long-Term Obligations — — — — —Total Contractual Obligations £33,904 £919 £18,864 £13,860 £261

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Assets". SFAS No. 144 establishes a single accounting model for long-lived assets to be disposed of by sale consistent with the fundamental provisions of SFAS 121 "Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed Of". While it supersedes APB Opinion 30 "Reporting the Results of Operations—Reporting the Effects of Disposal of a Segment of a Business, and Extraordinary, Unusual and Infrequently Occurring Events and Transactions" it retains the presentation of discontinued operations but broadens that presentation to include a component of an entity (rather than a segment of a business). However, discontinued operations are no longer recorded at net realizable value and future operating losses are no longer recognized before they occur. Under SFAS No. 144 there is no longer a requirement to allocate goodwill to long-lived assets to be tested for impairment. It also establishes a probability weighted cash flow estimation approach to deal with situations in which there are a range of cash flows that may be generated by the asset being tested for impairment. SFAS No. 144 also establishes criteria for determining when an asset should be treated as held for sale. SFAS No. 144 is effective for fiscal years beginning after December 15, 2001 and interim periods within those fiscal years, with early application encouraged.

The adoption of SFAS No.144 has not had a material impact on our financial position or results of operations.

In August 2001, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 146, Accounting for Costs Associated with Exit or Disposal Activities, which addresses financial accounting and reporting for costs associated with exit or disposal activities and nullifies EITF Issue No. 94-3, Liability Recognition for Certain Employee Termination Benefits and Other Costs to Exit an Activity (including certain costs incurred in Restructuring). The principal difference between Statement 146 and Issue 94-3 relates to Statement 146's requirements for recognition of a liability for a cost associated with an exit or disposal activity. Statement 146 requires that a liability for a cost associated with an exit or disposal activity be recognized when the liability is incurred. Under Issue 94-3, a liability for an exit cost as generally defined in Issue 94-3 was recognized at the date of an entity's commitment to an exit plan. The provisions of this Statement are effective for exit or disposal activities that are initiated after December 31, 2002, with early application encouraged. We will adopt the provisions of Statement 146 for exit or disposal activities that are initiated after December 31, 2002.

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Item 6: Directors, Senior Management and Employees

Executive Officers and Directors

The following table sets forth information as of March 1, 2003, with respect to each of our executive officers and directors:

(1)

Name

Age

Position

Andrew G. Rickman(1) 42 Chairman David Simpson(1)(2)(3) 76 Vice Chairman of the Board of Directors Giorgio Anania 44 President, Chief Executive Officer and Director Stephen Abely 45 Chief Financial Officer Stephen Turley 49 Chief Commercial Officer Liam Nagle 40 Chief Operating Officer Michael Scott 54 Chief Technology Officer Lori Holland(1)(2)(3) 44 Director W. Arthur Porter(1)(2)(3) 61 Director Jack St. Clair Kilby 79 Director Robert J. Rickman 45 Director Joseph Cook 51 Director

Member of the Nomination Committee.

(2) Member of the Compensation Committee.

(3) Member of the Audit Committee.

Andrew G. Rickman founded Bookham Technology in 1988 and served as President and Chief Executive Officer until August 2000 when he ceased to be President and became Chairman of the Board of Directors, continuing as Chief Executive Officer. In February 2001, Dr. Giorgio Anania was appointed Chief Executive Officer and Dr. Rickman became Chairman. Prior to founding Bookham Technology, Dr. Rickman was employed by GenRad from 1984 to 1987 in applications engineering and product management, and was a consultant to

GenRad from 1987 to 1988 on signal processing projects. Dr. Rickman serves as a director of several privately-held companies and holds advisory positions with a number or organizations. In 2000, HM The Queen awarded Dr. Rickman the OBE for services to the telecommunications industry. Dr. Rickman is a Chartered Engineer and holds an honours degree in Mechanical Engineering from Imperial College, London, an MBA from Cranfield University in England and a PhD in integrated optics from the University of Surrey, England. Dr. Rickman is the brother of Robert J. Rickman.

David Simpson has served as a director of Bookham Technology since March 1995. Professor Simpson became the Vice Chairman of our Board of Directors in August 2000 and, before assuming that position, served as the Chairman of our Board. Prior to joining Bookham Technology, Professor Simpson was employed by the Gould Corporation, a manufacturer of electronic equipment and components, in Chicago, Illinois, from 1976 to 1986, serving as its President from 1980 to 1986, when he retired. Professor Simpson also serves as the Chairman of the Board of Environcom Ltd., a company in the recycling industry and as a director of several privately-held companies, including PFE Ltd., Isocom Components, Ltd., and Photonics Materials Ltd. In 1992, HM The Queen awarded Professor Simpson the CBE for services to the electronics industry. Professor Simpson has received honorary doctorates in science and technology from Heriot Watt, Abertay and Napier Universities, Scotland.

Giorgio Anania has served as President since August 2000. In February 2001, he was also appointed Chief Executive Officer and a Director. From October 1998, when he joined Bookham Technology,

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until August 2000, Dr. Anania was our Senior Vice President, Sales and Marketing. Prior to joining Bookham Technology, from 1993 to 1998, Dr. Anania was Vice President for Sales, Marketing and Business Development at Flamel Technologies, a French medical equipment company. Prior to that, Dr. Anania was employed as Strategic Marketing Manager, Telecoms, at Raychem Corporation in California, and as a strategy consultant with Booz Allen & Hamilton in New York. Dr. Anania has a BA(Hons) in Physics from Oxford University and an MA and PhD in Plasma Physics from Princeton University.

Stephen Abely has served as Chief Financial Officer since October 2001. From August 2000 until August 2001, Mr. Abely was the Chief Financial Officer of Arescom Technology, a private broadband access equipment provider based in California. Previously, Mr. Abely was an independent consultant from May 1999 to August 2000, during which time he served as interim Chief Financial Officer for two privately-held companies. He was Chief Financial Officer, from January 1992 to April 1999, and also served as President, from June 1998 to April 1999, of StorMedia, a component supplier to the disc drive industry. Mr. Abely holds a BS in Business Administration from Northeastern University in Boston.

Stephen Turley joined Bookham as Chief Commercial Officer in October 2001. From June 2000 to September 2001, he was Vice President, Strategic Partnerships, with Nortel Networks' High Performance Optical Component Solutions group. Previously, from September 1999 to June 2000, he was the Director, Strategic Business Development, of Nortel Networks. From September 1998 to September 1999, Dr. Turley was the Director, Marketing and Communications, of FCI, a worldwide connector company and, from June 1998 to September 1998, he held the position of Director, Industry Marketing, of Berg Components. From 1990 to 1998, Dr. Turley held various positions at Nortel Networks Optoelectronics, most recently as Director, Strategic and Business Alliances. Dr. Turley has a BA in Physics from Oxford University and a PhD in Semiconductor Laser Physics from Sheffield University.

Liam Nagle joined Bookham as Chief Operating Officer in November 2002. Prior to joining Bookham, Mr. Nagle was employed in various capacities by Nortel Networks Corporation from 1999 to October 2002. He was the Vice President Operations Optical Components of Nortel Networks from October 2000 to October 2002, the Vice President Operations from July 1999 to October 2000 and, from April 1999 to July 1999, was the VP Operations Europe. Prior to Nortel Networks, Mr. Nagle also worked with Bay Networks, Intel and Apple Computer in various senior roles. Mr. Nagle has a CIMA accounting qualification.

Michael Scott joined Bookham as our Chief Technology Officer in December 2002. Dr. Scott was previously employed by Nortel Networks Corporation in various capacities from October 1982 to December 2002, most recently as Vice President Technology and Product Development for the Optical Components business unit, a title he held from May 2000 to November 2002. From April 1998 to May 2000, Dr. Scott was the Vice President of Technology (Microelectronics) and, from April 1996 to March 1998, he served as Assistant Vice President of Hardware Technology. Dr. Scott has a Bachelors degree and a PhD in Material Science from the University of Cambridge.

Lori Holland has served as a director of Bookham Technology since April 1999. Ms. Holland is currently a consultant to various technology startups. Until December 2000, Ms. Holland was the Chief Financial Officer of Zaffire, Inc., a telecommunication company in California. Before that, from 1996 to December 1999, Ms. Holland also served as a consultant to various technology startups. From 1995 to 1996, she was the Vice President and Chief Financial Officer for NeoMagic Corporation. Prior to NeoMagic, Ms. Holland was the Vice President of Finance and Chief Financial Officer for Read-Rite Corporation from 1990 to 1995. Ms. Holland received a BS in Economics from California Polytechnic University.

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W. Arthur Porter has served as a director of Bookham Technology since February 1998. Dr. Porter is presently Dean of the College of Engineering and Vice President for Technology Development at the University of Oklahoma. From 1995 to 1998, Dr. Porter was President and Chief Executive Officer of Houston Advanced Research Center. He has a PhD in Interdisciplinary Engineering from Texas A&M University, is a fellow of the Institute of Electrical and Electronics Engineers, and a recipient of its Centennial Medal for extraordinary achievement.

Jack St. Clair Kilby has served as a director of Bookham Technology since January 2000. From 1958 to 1970, Mr. Kilby was employed by Texas Instruments, in Dallas, Texas. Mr. Kilby left Texas Instruments in 1970 to become a freelance inventor and was Professor of Electrical Engineering at Texas A&M University from 1978 to 1985. Mr. Kilby received the Nobel Prize in Physics in 2000. Mr. Kilby has also received numerous awards, notably the U.S. National Medal of Science in 1970 and is an inductee in the U.S. National Inventors Hall of Fame. Mr. Kilby holds a BS degree in Electrical Engineering from the University of Illinois, an MS degree in Electrical Engineering from the University of Wisconsin and holds more than 60 U.S. patents. Mr. Kilby is a member of the National Academy of Engineering and a Fellow of the Institute of Electrical and Electronics Engineers.

Robert J. Rickman has served as a director of Bookham Technology since September 1994. Mr. Rickman also served as a director of Bookham Technology from November 1988 to May 1990. Mr. Rickman is a director of a number of private companies and is also on the board of Highland Timber plc. Mr. Rickman has been the Chairman of the Board of Managers of CSC LLC since February 2003 and, until March 2001, was Managing Director of TFF Limited, a New Zealand registered company. Mr. Rickman received his MA and MSc degrees from Oxford University. Mr. Rickman is the brother of Dr. Andrew G. Rickman.

Joseph Cook became a director of Bookham Technology in February 2002. Mr. Cook is Senior Vice President of Engineering at WorldCom and has served in that position since 1999. From 1979 to 1999, he held various engineering and management positions at WorldCom. Mr. Cook is a member of the advisory boards of the University of Texas at Dallas and Oklahomo State University. Mr. Cook holds a BA and a Masters in Business Administration from Dallas Baptist University in Texas and an Associates degree in engineering from Prince George's Community College in Maryland. Mr. Cook holds a patent for narrowband optical DWDM devices.

There is no limit on the number of years any of our directors may serve as a director. At every Annual General Meeting, any director who was elected or last re-elected at or before the Annual General Meeting held in the third calendar year before is subject to retirement by rotation. A director retiring by rotation may be re-elected at any general meeting. Our three-year retirement by rotation system for directors is required by our articles of association and may have the effect of deterring or delaying changes in our control or management. However, this effect is mitigated to the extent the Companies Act provides that a director can be removed from office at any time by a majority vote of the shareholders. Our articles of association do not require directors to retire at a specific age.

We have letters of engagement with each of our directors, except Drs. Rickman and Anania (who have employment agreements with us). The letters of engagement may be terminated by either party on not less than six months' notice subject to our right to earlier termination in certain usual circumstances. In addition, we have a director's fee agreement with Ms. Holland, which became effective on August 1, 2002 and replaces the consulting agreement we entered into with Ms. Holland in 1998. The letters of engagement with our directors and Ms. Holland's director's fee agreement do not provide for any benefits upon termination of the individual as a director. Our employment agreements with Drs. Rickman and Anania do not provide for any benefits upon termination of employment.

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Employment Agreements

Each of Drs. Rickman, Anania, Turley and Scott and Messrs. Abely and Nagle has an employment agreement with us. These agreements describe the individual's salary, bonus and other benefits including medical and life insurance coverage, car allowance, vacation and sick days, and pension plan participation. The agreements also contain a prohibition on the use or disclosure of our confidential information, such as trade secrets, patents and customer information, for non-business purposes. There is also a non-competition clause in Drs. Rickman's and Anania's agreements prohibiting the individual from dealing with our customers or prospective customers after the individual has stopped working for us.

Our executive officers are elected by our Board of Directors and serve at its discretion, subject generally to a three or six-month notice provision, except for Drs. Rickman and Anania, whose employment agreements provide for a one-year notice period. The agreements provide that the notice period does not apply if the officer is being terminated for cause, which is defined to include gross misconduct, conduct which our Board of Directors determines brings the individuals or us into disrepute, or a serious breach of the employment agreement. Our agreements with Drs. Rickman and Anania automatically terminate when the individual reaches age 65 and the agreements with Drs. Turley and Scott and Messrs. Abely and Nagle automatically terminate when the individual reaches age 60.

Corporate Governance

Our Board of Directors has established an Audit Committee, a Compensation Committee and a Nomination Committee. The Audit

Committee is chaired by Lori Holland and its other members are David Simpson and W. Arthur Porter. The Audit Committee, which acts pursuant to a charter, meets not less than four times annually and has responsibility for, among other things, monitoring the planning and reviewing of our annual and quarterly reports and accounts. The committee involves our auditors in that process, focusing particularly on compliance with legal requirements and accounting standards and the requirements of the U.S. Securities and Exchange Commission, the NASDAQ National Market and the United Kingdom Financial Services Authority, and reviews the effectiveness of our systems of internal financial controls. It also advises the Board of Directors on the appointment and remuneration of our auditors for both audit and non-audit services. The ultimate responsibility for reviewing and approving our annual and quarterly reports and accounts remains with our Board of Directors.

The Compensation Committee is chaired by W. Arthur Porter and its other members are David Simpson and Lori Holland. This committee determines, pursuant to its charter, our policy on compensation of executive officers and specific remuneration packages for each of the executive directors, including pension benefits.

The Nomination Committee is responsible for nominating candidates to fill Board vacancies and for making recommendations on Board composition and balance. This committee is chaired by Andrew G. Rickman and its other members are Lori Holland, David Simpson and W. Arthur Porter.

Compensation of Executive Officers and Directors

The aggregate cash compensation, including salary, fees, bonuses and cash benefits, paid to our executive officers and directors as a group for the year ended December 31, 2002 was £1,050,598 ($1,691,463). The aggregate amount paid in the year ended December 31, 2002 to provide benefits in kind, including medical insurance, and pension contributions for our executive officers and directors as a group was £104,082 ($167,573). In the year ended December 31, 2002, a total of 2,482,360 options were granted to our executive officers and directors, at exercise prices ranging from £0.78 to £1.22 per share and expiration dates ranging from February 8, 2012 to November 14, 2012. Our executive

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directors do not receive any additional compensation for their services as members of our Board of Directors but are reimbursed for their reasonable out-of-pocket expenses incurred in attending meetings of our Board of Directors.

The following table sets out the compensation, excluding share options, paid to or accrued on behalf of our directors for the year ended December 31, 2002:

(1)

Name

Salary, Fees, Cash Benefits

Bonus

Benefits In Kind

Pension Contributions

Total 2002

Total 2001

(in thousands)

Andrew G. Rickman £166.7 £11.3 £16.7 £21.7 $348.4 £216.4 £274 David Simpson £6.5 — — — $10.5 £6.5 £7 Giorgio Anania £189.8 £172.0 £10.9 £15.9 $625.6 £388.6 £237 Lori Holland(1) £39.7 — — — $63.9 £39.7 £65 W. Arthur Porter £6.5 — — — $10.5 £6.5 £6 Jack St. Clair Kilby £5.6 — — — $9.0 £5.6 £6 Robert J. Rickman £6.5 — — — $10.5 £6.5 £6 Joseph Cook £1.9 — — — $3.0 £1.9 £6

Payments made to Ms. Holland pursuant to her director's fee agreement and consulting agreement with us are included in these figures.

Our executive directors and executive officers participate in a bonus scheme. The Compensation Committee agrees the bonus amounts and the performance criteria with each participant at the beginning of each fiscal year. The criteria include achievement of budgeted profits and revenue growth. Dr. Anania's bonus is capped at 100% of his base salary and bonus amounts for other participants in the scheme are capped at a percentage of base salary ranging from 15% to 50%, depending on the position of the participant within our organization.

Share Ownership and Option Information

The following table sets forth the number and percent of our ordinary shares held by each executive officer and director, and the grant date, exercise price, expiration date and number of ordinary shares subject to options held by each such officer and director, as of March 1, 2003. Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission and includes voting or investment power with respect to the securities. Except as indicated by footnote, and subject to applicable community property laws, to our

knowledge the individuals named in the table have sole voting and investment power with respect to all ordinary shares shown as beneficially owned by them. The number of shares outstanding includes the ordinary shares underlying

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options held by such shareholder that are exercisable within 60 days of March 1, 2003. Percentage of beneficial ownership is based on 204,950,872 ordinary shares outstanding at March 1, 2003.

*

Name

Number of Shares Held

Percentage

Number of Shares

Attributable to Exercisable

Options

Shares Underlying

Options Granted

Exercise Price (£)(1)

Date of Grant

Expiration Date

Andrew G. Rickman(2) 27,673,809 13.50 0 n/a n/a n/a n/a David Simpson 922,649 * 486,088 333,600

76,110 64,378 12,000

0.847 1.200 3.230 0.790

04/15/98 06/18/99 04/30/01 06/12/02

04/15/08 06/18/09 04/30/11 06/12/12

Giorgio Anania 1,662,804 * 1,425,174 280,000 180,000 600,000 180,000

1,000,000 224,000

1,207,360

(4) (4)

1.083 1.200 1.200

10.000 1.710 1.220 0.780

09/07/98 03/24/99 04/02/99 03/13/00 08/03/01 02/08/02 11/14/02

09/07/08 03/24/09 04/02/09 03/13/10 08/03/11 02/08/12 11/14/12

Lori Holland 408,826 * 408,826 256,338 76,110 64,378 12,000

1.083 1.200 3.230 0.790

01/20/99 06/18/99 04/30/01 06/12/02

01/20/09 06/18/09 04/30/11 06/12/12

Stephen Abely — * — — — — —Stephen Turley — * — — — — —Liam Nagle — * — — — — —Michael Scott — * — — — — —W. Arthur Porter 319,613 * 319,613 243,235

64,378 12,000

0.847 3.230 0.790

04/15/98 04/30/01 06/12/02

04/15/08 04/30/11 06/12/12

Jack St. Clair Kilby 128,346 * 128,346 76,110 40,236 12,000

4.322 3.230 0.790

01/31/00 04/30/01 06/12/02

01/31/10 04/30/11 06/12/12

Robert J. Rickman(3) 1,301,366 * 152,488 76,110 64,378 12,000

1.200 3.230 0.790

06/18/99 04/30/01 06/12/02

06/18/09 04/30/11 06/12/12

Joseph Cook 0 — n/a n/a n/a n/a n/a

Less than 1%.

(1) The exercise price of certain options is denominated in U.S. dollars. Such amounts have been converted to pounds sterling based on the exchange rate at the date of grant.

(2) Includes 9,000,000 ordinary shares held by the Rickman 1998 Accumulation and Maintenance Settlement Trust, of which Andrew G. Rickman is a trustee.

(3) Includes 999,000 ordinary shares held by Marion Rickman, the wife of Robert J. Rickman.

(4) The dates on which these options vest and become exercisable depends upon completion of certain performance criteria.

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Employees

As of December 31, 2002, we employed 1,945 persons, including 374 in research and development, 1,383 in manufacturing, 64 in sales and marketing, and 124 in finance and administration. Of those employees, 413 were based in our Abingdon headquarters, 346 were based in Caswell, 791 were based in Paignton, 273 were based in Canada, 104 were based in Switzerland and 18 were based in the United States. We also had, at December 31, 2002, sales representatives in Paris (1), Tokyo (3), China (2), and Italy (1). Our headcount increased significantly during 2002 from 643 at December 31, 2001 to 1,945 at December 31, 2002. This increase, which was partially offset by planned employee reductions, was primarily due to employees who transferred to us in connection with the MOC acquisition and the acquisition from Nortel Networks. None of our employees are subject to collective bargaining agreements. We believe that our relations with our employees are good.

The following tables indicate the average number of our employees during each of the last three fiscal years, broken down geographically and by activity:

Employee Share Schemes

Our Board of Directors and shareholders have approved several share schemes under which eligible employees and directors may obtain share options. The main features of these plans are summarized below.

2001 Approved Employee Share Option Scheme

The 2001 Approved Employee Share Option Scheme was adopted in February 2000 and approved by the U.K. Inland Revenue in 2001. Our executive directors and employees, including the employees of our subsidiaries, are eligible to participate in this scheme. We may grant options to those eligible employees selected by the Compensation Committee. Options may be subject to performance criteria. The option price is the market value of the shares on the date of grant. Options are normally exercisable, subject to any performance condition being satisfied, between the third and tenth anniversaries of grant. No option may be exercisable more than ten years after its grant. As of December 31, 2002 there were no options outstanding under this scheme.

2001 Approved Sharesave Scheme

Our Board of Directors and shareholders approved this scheme in 2000 and it was approved by the U.K. Inland Revenue in 2001. All of our employees and full-time directors and those of our subsidiaries with five years service (or such shorter period as the directors may determine) are eligible to participate in this scheme. Our Board of Directors may also offer participation to our other employees and directors at its discretion. All options issued under this plan must be linked to a

49

contractual savings scheme entered into by each participant. Participants may currently save between £10.00 and £250.00 per month and the savings contract requires either 36 or 60 monthly contributions by payroll deduction.

Options will not normally be exercisable for three or five years, and may be exercised only with an amount not exceeding the available proceeds of the savings contract. The exercise price is determined by the Board not later than the date of grant of an option and shall not in any event be less than the higher of the nominal value of a share and 85% of the mid-market price on the day preceding the date on which invitations to apply for options are issued. At December 31, 2002, there were options to purchase 722,785 ordinary shares outstanding under this scheme.

1998 Employee Share Option Scheme

Our 1998 Employee Share Option Scheme was adopted by the Board of Directors and the shareholders in September 1998 and has not been approved by the U.K. Inland Revenue. Unless terminated sooner, the 1998 scheme will terminate in 2008. The rules of the scheme

2002

2001

2000

Geographic Region United Kingdom 944 722 605 USA 40 36 6 Rest of World 67 20 4 Total 1,051 778 615 Activity

Research and development 283 266 169 Sales and marketing 55 48 33 Manufacturing 635 387 348 Finance and Administration 78 77 65 Total 1,051 778 615

provide for the grant of options and performance related options to our and our subsidiaries' employees, officers, directors or consultants. The Board of Directors may impose conditions or limitations on the exercise of any performance options granted under the 1998 plan, provided that those conditions or limitations relate to the performance of the option holder in connection with his or her employment or our financial condition.

Options granted under the 1998 scheme must generally be exercised within three months after the end of the option holder's status as an employee, officer, director or consultant, provided that the option was exercisable when the option holder ceased to be an employee, officer, director or consultant. If an option holder is terminated for cause, the option holder's options will immediately be cancelled. In the event that an option holder dies or becomes disabled, the option holder's estate or representative, or the option holder in the case of disablement, has one year to exercise any options that were exercisable on the date of death or disability. In any case, no options may be exercised after they have expired. Options granted under the 1998 scheme may not be transferred, assigned, pledged or charged. If an option holder purports to transfer, assign, or charge any options, they are automatically cancelled. As of December 31, 2002, options to purchase 20,460,658 ordinary shares were outstanding under this scheme.

1995 Employee Share Option Scheme

Our 1995 Employee Share Option Scheme was approved by the Board of Directors and the shareholders in July 1995 and has not been approved by the U.K. Inland Revenue. Options were issued under the 1995 scheme until September 29, 1998, when the Board of Directors decided not to issue any further options under this scheme. Options previously granted under the 1995 scheme, however, continue to be valid and governed by the rules. As of December 31, 2002 options to purchase 695,735 ordinary shares were outstanding under this scheme.

Employee Stock Purchase Plan

The Employee Stock Purchase Plan, or ESPP, was adopted in June 2002 and enables our U.S. employees to purchase our ordinary shares in the form of American Depositary Shares, or "ADSs". All of our U.S. employees, and any U.S. employees of any other subsidiary chosen by the board are eligible to participate in the ESPP. Options granted under the plan may be exercised at the expiration of the purchase period relevant to that option. The length of the purchase period is currently 12 months. Unless the participant notifies the Board to the contrary, options will be deemed to be exercised at the expiry of the relevant purchase period. During the purchase period, participants must agree to make regular savings which, following exercise of the option, will be used to meet the purchase price for the

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ADSs. Participants may save between $15 and the maximum sum necessary to purchase the maximum number of ADSs per pay period. The participant's employer will make appropriate deductions from salary. The option exercise price will be set at 85% of the closing price of our ADSs, which are quoted on the NASDAQ National Market, on the first day of the relevant purchase period. As of December 31, 2002, no ADSs had been purchased, and there were no options outstanding, under this plan.

Limitation on Shares Issued

On June 12, 2002, our shareholders adopted resolutions that have the effect of capping the number of shares which may be issued pursuant to the 2001 Approved Employee Share Option Scheme, the 2001 Approved Sharesave Scheme, the 1998 Employee Share Option Scheme, the Employee Stock Purchase Plan, and any other employee share scheme to be established by us, at an amount equal to 10% of our issued ordinary share capital within any ten year period, not counting for purposes of this limit any shares subject to options or rights granted before April 18, 2000, the date of our initial public offering.

Item 7: Major Shareholders and Related Party Transactions

Major Shareholders

The following table contains information with respect to each shareholder known by us to own, of record or beneficially, 3% or more of our ordinary shares as of March 1, 2003, based on 204,950,872 shares outstanding as of that date:

Shares Owned

Name of Shareholder

Number

Percent

Nortel Networks Corporation(1) 61,464,767 29.99 Andrew G. Rickman(2) 27,673,809 13.50 Nichola Rickman(3) 27,673,809 13.50 AMVESCAP(4) 22,032,596 10.75 Marconi Optical Components Limited 12,891,000 6.28

(1)

BNY (Nominees) Limited(5) 11,343,901 5.53 Rickman 1998 Accumulation and Maintenance Settlement Trust 9,000,000 4.39

These shares are held by the following direct or indirect wholly-owned subsidiaries of Nortel Networks Corporation in the following amounts: Nortel Networks Optical Components Limited, or NNOCL (37,675,352), and Nortel Networks Limited (23,789,415). These shares are subject to certain restrictions on voting. Includes 464,767 ordinary shares underlying warrants over 9,000,000 ordinary shares issued to NNOCL in connection with our acquisition of the acquired Nortel Networks businesses in November 2002. The warrants are immediately exercisable but the terms of the warrants prohibit their exercise to the extent such exercise would result in Nortel Networks and persons acting in concert with Nortel Networks holding 30% or more of our then-issued and outstanding ordinary shares. See "Item 10: Material Contracts".

(2) Includes 9,000,000 ordinary shares held by the Rickman 1998 Accumulation and Maintenance Settlement Trust, of which Andrew G. Rickman is a trustee.

(3) Includes 18,673,809 ordinary shares held by Andrew G. Rickman, the husband of Nichola Rickman, and 9,000,000 ordinary shares held by the Rickman 1998 Accumulation and Maintenance Settlement Trust, of which Nichola Rickman is a trustee.

(4) AMVESCAP is the record holder of these shares but does not have any beneficial ownership of the shares. The only 3% or greater beneficial owner within the AMVESCAP funds is Invesco

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Perpetual U.K. Growth Fund, which owns 8,543,750 ordinary shares registered in the name of Vidacos Nominees Ltd.

(5) BNY (Nominees) Limited is the record owner of our ordinary shares represented by ADSs in connection with the Bank of New York's service as our depositary for ADSs.

The percentage ownership of several of our major shareholders has changed since our initial public offering in April 2000 as a result of sales by these shareholders in conjunction with our initial public offering or our follow-on offering in September 2000 or sales made after our follow-on offering. In particular, Volendam Investeringen N.V., which was one of our 3% shareholders at the time of our initial public offering, sold 360,000 shares, or 12.25% of its holdings, in that offering and is no longer a holder of 3% or more of our shares. In addition, 3i Group plc sold 3,173,913 shares, or 40.42% of its holdings, and Scientific-Atlanta Strategic Investments, LLC sold 1,826,087 shares, or 30.43% of its holdings, in our follow-on offering. 3i Group and Scientific-Atlanta are no longer 3% shareholders. Celtic House Investment Partners Limited sold 434,783 shares in our follow-on offering and, as a result, ceased to be a 3% shareholder. Finally, Intel Corporation, which held 4.8% of our shares following our initial public offering and 4.5% after our follow-on offering, and Cisco Systems, Inc., which held 4.8% of our shares following our initial public offering and 4.5% after our follow-on offering, have since reduced their holdings to below 3% of our shares outstanding as of March 1, 2003. Morley Fund Management Limited, a subsidiary of CGNU plc, has at times over the past three years held more than 3% of our shares and is no longer a 3% shareholder. In February 2002, we issued 12,891,000 shares, comprising 9.9% of our outstanding shares at the time and 6.28% as of March 1, 2003, to Marconi Optical Components Limited in connection with the MOC acquisition. In November 2002, we issued 61,000,000 shares, comprising 29.78% of our outstanding shares at the time and 29.76% as of March 1, 2003, to Nortel Networks Corporation or its affiliates as consideration for the acquired Nortel Networks businesses.

As of March 1, 2003, we had approximately 90 record holders in the United States who held approximately 5.5% of our outstanding shares in the form of ordinary shares or ADSs.

We are not owned or controlled by any corporation or foreign government.

Related Party Transactions

On September 30, 2002, we entered into a director's fee agreement with Lori Holland, one of our directors and the Chair of our Audit Committee. That agreement, which became effective as of August 1, 2002, provides that Ms. Holland will serve both as a member and Chair of our Audit Committee. Ms. Holland's fees under this agreement are $40,000 per year. The director's fee agreement replaces our 1998 consulting agreement with Ms. Holland, which has been terminated. In 2002, Ms. Holland was paid $36,750 under the consulting agreement.

In connection with the MOC acquisition in February 2002, we entered into a non-exclusive supply agreement with Marconi Communications, Inc., a wholly-owned subsidiary of Marconi plc, under which Marconi Communications will purchase a minimum of £30 million ($48.3 million) of components from us over an eighteen-month period beginning in February 2002. Marconi Communications, Inc. is an affiliate of Marconi Optical Components Limited. In February 2003, we and Marconi Communications agreed to amend the supply agreement to extend its term from August 1, 2003 to December 31, 2003 and to adjust the timing of the minimum purchase requirements for 2003. The aggregate minimum purchase commitments under the agreement have not changed.

Item 8: Financial Information

See "Item 17: Financial statements" and pages F-1 through F-41.

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Litigation

We are not currently involved in any material legal proceedings. During the last 12 months we have not been involved in any legal arbitration proceedings that have had or may have a significant effect on our financial position. We are not aware of any threatened or potential legal or arbitration proceedings which could have a significant effect on our financial position.

On November 7, 2001, a Class Action Complaint was filed against Bookham and others in the United States District Court for the Southern District of New York. On April 19, 2002, the plaintiffs filed an Amended Class Action Complaint. The Amended Complaint names as defendants Bookham; Goldman, Sachs & Co. and FleetBoston Robertson Stephens, Inc., two of the underwriters of our initial public offering in April 2000; and Andrew G. Rickman, Stephen J. Cockrell and David Simpson, each of whom was an officer and/or director at the time of our initial public offering. The Amended Complaint asserts claims under certain provisions of the securities laws of the United States. It alleges, among other things, that the prospectus for our initial public offering was materially false and misleading in describing the compensation to be earned by the underwriters in connection with the offering, and in not disclosing certain alleged arrangements among the underwriters and initial purchasers of ordinary shares from the underwriters. The Amended Complaint seeks unspecified damages (or in the alternative rescission for those class members who no longer hold ordinary shares), costs, attorneys' fees, experts' fees, interest and other expenses. In October 2002, the individual defendants were dismissed, without prejudice, from the action. In July 2002, all defendants filed Motions to Dismiss the Amended Complaint. The motions were denied in February 2003. No responsive pleadings have been filed. We believe we have meritorious defenses and indemnification rights to the claims made in the Amended Complaint and we therefore believe that such claims will not have a material effect on our financial position.

Dividend policy

We have never paid dividends on our share capital. We currently intend to retain future earnings, if any, to fund the development and growth of our business and do not anticipate paying cash dividends. Any payment of future dividends will be at the discretion of our Board of Directors after taking into account various factors, including our financial condition, operating results, current and anticipated cash needs and plans for expansion.

Under English law, any payment of dividends would be subject to the Companies Act 1985, which requires that all dividends be approved by our Board of Directors and, in some cases, our shareholders. Moreover, under English law, we may pay dividends on our shares only out of profits available for distribution determined in accordance with the Companies Act and accounting principles generally accepted in the United Kingdom, which differ in some respects from United States generally accepted accounting principles. In the event that dividends are paid in the future, holders of our ADSs will be entitled to receive payments in U.S. dollars in respect of dividends on the underlying ordinary shares in accordance with the Deposit Agreement dated April 18, 2000, between us and The Bank of New York, as depositary.

For information regarding the taxation of dividends under United States tax law, see "Item 10: Additional Information—Taxation—United States Federal Income Tax Consequences".

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Item 9: The Offer and Listing

Our ordinary shares have been quoted on the Official List of the United Kingdom Listing Authority under the symbol "BHM" and our ADSs have been quoted on the NASDAQ National Market under the symbol "BKHM" since April 11, 2000. Each ADS represents one ordinary share. The following table sets forth information regarding the high and low market prices of our ordinary shares and ADSs for various time periods since the date of the offering:

Per ordinary share

Per ADS

High

Low

High

Low

(£)

(£)

($)

($)

Item 10: Additional Information

Memorandum and Articles of Association

A description of the material rights of holders of our ordinary shares under English law and the material provisions of our Memorandum and Articles of Association may be found in Amendment No. 1 to our registration statement on Form F-1 dated and filed with the Securities and Exchange Commission on September 19, 2000, under the headings "Description of Share Capital" and "Description of American Depositary Receipts". Our Memorandum and Articles of Association were filed as exhibits to that registration statement and our Memorandum of Association is incorporated herein by reference. In connection with our acquisition from Nortel Networks in November 2002, we amended our Articles of Association to add certain provisions related to the voting of shares by Nortel Networks. The Articles of Association, as amended, are included as an exhibit to this Form 20-F.

The purpose of the amendment to our Articles of Association was to reflect our agreement with Nortel Networks that it would abstain from voting its shares except in certain limited circumstances. Specifically, that amendment provides that, so long as Nortel Networks or its group members, defined as its subsidiaries or any other person of which Nortel Networks is able to exercise management control or is otherwise interested, or associates individually or collectively hold 5% or more of our issued ordinary share capital from time to time, if either Nortel Networks or any group members or associates exercise their voting rights in relation to the ordinary shares, the Chairman in his absolute discretion

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shall determine that: (i) on a show of hands such votes shall be counted as having abstained and therefore not counted in determining the result of the vote; or (ii) on a poll such votes shall be counted in the same proportions as the other shareholders voting on the poll shall have voted, regardless of how Nortel Networks or the relevant Nortel Networks group members or associates shall have actually exercised their voting rights. The amendment further provides that Nortel Networks, group members or associates shall be entitled to vote on any proposed resolution the effect of which would, if passed, be to vary or suspend any rights attaching to the ordinary shares it holds or as a result of which the rights attaching to the ordinary shares held by such shareholder would become different in any respect from the rights attaching to the ordinary shares held by any other shareholder.

Material Contracts

In November 2002, we entered into a several agreements with Nortel Networks or its affiliates in connection with our acquisition of the acquired Nortel Networks businesses. In addition to the 61,000,000 ordinary shares we issued as part of the consideration for the acquisition, we also issued warrants over 9,000,000 ordinary shares and secured and unsecured loan notes. The following is a brief description of each of these documents.

Relationship Deed: This agreement governs our ongoing relationship with Nortel Networks and provides, among other things, that

•

Year Ended 2000 (from April 11, 2000) 53.02 8.79 79.81 12.44 2001 14.89 0.79 22.56 1.18 2002 1.85 0.40 2.62 0.64 Quarter Ended March 31, 2001 14.89 3.20 22.56 4.44 July 1, 2001 4.74 2.05 6.79 2.88 September 30, 2001 2.11 0.79 2.90 1.18 December 31, 2001 1.93 0.84 2.83 1.18 March 31, 2002 1.80 0.96 2.57 1.36 July 1, 2002 1.14 0.68 1.55 0.95 September 30, 2002 0.83 0.43 1.35 0.65 December 31, 2002 0.95 0.40 1.55 0.64 Month Ended September 30, 2002 0.68 0.43 1.05 0.65 October 31, 2002 0.82 0.40 1.26 0.64 November 30, 2002 0.95 0.72 1.55 1.12 December 31, 2002 0.95 0.65 1.49 0.96 January 31, 2003 0.87 0.74 1.37 1.01 February 28, 2003 0.85 0.75 1.29 1.19

Nortel Networks will abstain from voting its shares for as long as it owns 5% or more of our issued and outstanding shares;

• all transactions between us and Nortel Networks (or any of its group members) are made at arm's length and on a normal

commercial basis;

• Nortel Networks shall not exercise its voting rights to procure any variation to our Articles of Association that is contrary to anything contained in the Relationship Deed; and

• Nortel Networks shall only be entitled to vote on any proposed shareholder resolution that would have the effect, if passed, of varying or suspending any rights attaching to Nortel Networks' ordinary shares or that would result in Nortel Networks' rights becoming different from the rights of other shareholders.

Supply Agreement: The terms of our Supply Agreement with Nortel Networks Limited, a wholly-owned subsidiary of Nortel Networks, are described elsewhere in this Form 20-F at "Item 4: Information on the Company—Principal Developments—Supply agreements".

Warrants: We issued to an affiliate of Nortel Networks warrants over 9,000,000 of our ordinary shares at an exercise price of 1/3p per share. The warrants are exercisable at any time until the tenth anniversary of completion (November 8, 2012) provided that no exercise is permitted if, as a result of the exercise, Nortel Networks and any person or entity acting in concert with Nortel Networks would own 30% or more of our issued and outstanding shares.

Loan Notes: As part of the consideration for our acquisition of the Nortel Networks businesses, we issued secured loan notes, in the aggregate amount of $30 million, and unsecured loan notes, in the aggregate amount of $20 million, to affiliates of Nortel Networks. These notes are guaranteed by a charge over the assets of our principal subsidiaries.

The secured notes bear interest at the rate of 7% per year, which will increase by 0.25% per quarter beginning three months after issue, to a maximum of 10% per year, and will be payable in full on the third anniversary of completion, or November 8, 2005. Our obligations under these notes are secured by certain collateral, including the assets of the acquired Nortel Networks businesses (other than inventory) and certain of our capital equipment. The notes must be repaid, in whole or part, at earlier times if certain events take place. In the event of an equity issue or equity-linked financing, we

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will have to prepay the secured notes as follows: 50% of the net proceeds on the first $50 million raised and 40% of the amount by which net proceeds exceed $50 million. In the event of an equity issue or equity-linked financing, we will also have to prepay the unsecured notes to the extent that the net proceeds exceed $100 million. If we sell any of the collateral that secures the secured loan notes, we will be required to prepay the notes to the extent that net proceeds of that sale exceed $30 million. If we experience a change in control, or default on any of our material debt obligations, we are required to prepay both the unsecured and secured notes in full. The unsecured notes bear interest at the rate of 4% per year and are payable in full on the fifth anniversary of completion, or November 8, 2007. These notes must also be repaid, in part or in full, upon the occurrence of the events described above.

In the event that Nortel Networks Limited's purchases of optical components from us pursuant to the Supply Agreement exceed a predetermined target amount in any quarter (initially $32 million for the first four quarters from completion and $37 million for the fifth quarter) then Nortel Networks will have the option to make payment of up to 30% of any amounts it owes for such purchases in excess of the applicable target amount by surrendering an equal amount in nominal value of the secured loan notes and, if the secured loan notes are no longer outstanding, Nortel Networks has the option to make payment of up to 30% of any amounts it owes for purchases in excess of $45 million by surrendering an equal amount in nominal value of the unsecured loan notes for the five quarters following completion.

Exchange Controls and other Limitations Affecting Shareholders

There are currently no foreign exchange control restrictions imposed by English law on the import or export of capital, including the availability of cash and cash equivalents for our use; or on our ability to pay dividends, interest or other payments to non-resident holders of our ordinary shares or ADSs; or on the conduct of our operations.

Taxation

The following discussion summarizes the material U.S. federal income tax consequences and U.K. tax consequences of the acquisition, ownership and disposition of our ordinary shares, including shares represented by ADSs evidenced by ADRs. This summary applies to you only if you are a beneficial owner of ordinary shares or ADSs and you are for U.S. federal income tax purposes:

• a citizen or resident of the United States;

• a corporation, partnership or other entity created or organized under the laws of the United States or any state thereof or the District of Columbia;

• a trust subject to the control of one or more U.S. persons and the primary supervision of a U.S. court; or

• an estate the income of which is subject to U.S. federal income tax regardless of its source.

This summary applies only to holders who will hold our ordinary shares or ADSs as capital assets for U.S. federal income tax purposes. This summary is based:

• upon current U.K. tax law and U.S. federal tax law, and U.K. Inland Revenue and U.S. Internal Revenue Service practice as of the date of this Form 20-F;

• upon the United Kingdom—United States Income Tax Convention (the Treaty) as in effect on the date of this Form 20-F and the United Kingdom—United States Convention relating to estate and gift taxes (the Estate Tax Treaty) as in effect on the date of this Form 20-F; and

• in part upon representations of The Bank of New York, as depositary,

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and assumes that each obligation provided for in or otherwise contemplated by the deposit agreement and any related agreement will be performed in accordance with its respective terms.

The following summary is of a general nature and does not address all of the tax consequences that may be relevant to you in light of your particular situation. For example, this summary does not apply to U.S. expatriates, insurance companies, regulated investment companies, tax-exempt organizations, financial institutions, persons subject to the alternative minimum tax, securities dealers, persons who are owners of an interest in a partnership or other pass-through entity that is a holder of ADSs or ordinary shares, holders who hold ADSs or ordinary shares as part of hedging, straddle or conversion transactions or holders who own directly, indirectly or by attribution, 10% or more of the voting power of our issued share capital and holders whose functional currency for U.S. tax purposes is not the United States dollar. In addition, the following summary of U.K. tax considerations does not, except where indicated otherwise, apply to you if:

• you are resident or, in the case of an individual, resident or ordinarily resident in the United Kingdom for U.K. tax purposes;

• your holding of ADSs or shares is effectively connected with a permanent establishment in the United Kingdom through which you carry on business activities or, in the case of an individual who performs independent personal services, with a fixed base situated therein; or

• you are a corporation which, alone or together with one or more associated corporations, controls, directly or indirectly, 10% or more of our issued voting share capital.

You should consult your own tax advisers as to the particular tax consequences to you under U.K., U.S. federal, state and local and other foreign laws, of the acquisition, ownership and disposition of ADSs or ordinary shares. For U.S. federal income tax purposes, holders of ADSs will be treated as owners of the underlying ordinary shares attributable thereto and the discussion of U.S. federal income tax consequences to holders of ADSs applies as well to holders of ordinary shares.

United Kingdom Tax Consequences

United Kingdom taxation of dividends and distributions. Under current U.K. taxation legislation, no tax will be withheld by us from cash dividend payments.

U.S. holders of ordinary shares or ADSs will not receive any payment from the U.K. Inland Revenue in respect of any tax credit on dividends paid by us. This is because the Treaty provides for a notional U.K. withholding tax, at the rate of 15%, which exceeds the tax credit of 10% of the gross amount of the dividend (being the dividend we have paid plus the tax credit) to which an individual resident in the U.K. would have been entitled had he received the dividend.

United Kingdom taxation of capital gains. You will not ordinarily be liable for U.K. tax on capital gains realized on the disposal of ordinary shares or ADSs, unless, at the time of the disposal, you carry on a trade, including a profession or vocation, in the U.K. through a branch or agency and those ordinary shares or ADSs are, or have been, used, held or acquired for the purposes of that trade or branch or agency.

A holder of ordinary shares or ADSs who is an individual and who has, on or after March 17, 1998, ceased to be resident or ordinarily resident for tax purposes in the U.K. but who again becomes resident or ordinarily resident in the U.K. within a period of less than five complete tax years and who disposes of ordinary shares or ADSs during that period may also be subject to U.K. tax on capital gains, notwithstanding that he/she is not resident or ordinarily resident in the U.K. at the time of the disposal.

United Kingdom inheritance tax. Subject to the discussion of the Estate Tax Treaty in the next paragraph, ordinary shares or (possibly) ADSs beneficially owned by an individual will be subject to

57

U.K. inheritance tax on the death of the individual or, in some circumstances, if the ordinary shares or ADSs are the subject of a gift, including a transfer at less than full market value, by that individual. Inheritance tax is not generally chargeable on gifts to individuals or on some types of settlement made more than seven years before the death of the donor. Special rules apply to ordinary shares or ADSs held in a settlement.

An ordinary share or ADS held by an individual whose domicile is determined to be the United States for the purposes of the Estate Tax Treaty, and who is not a national of the U.K., will not be subject to U.K. inheritance tax on the individual's death or on a lifetime transfer of the ordinary share or ADS except where the ordinary share or ADS:

• is part of the business property of a U.K. permanent establishment of an enterprise; or

• pertains to a U.K. fixed base of an individual used for the performance of independent personal services.

The Estate Tax Treaty generally provides a credit against U.S. federal tax liability for the amount of any tax paid in the U.K. in a case where the ordinary share or ADS is subject both to U.K. inheritance tax and to U.S. federal estate or gift tax.

United Kingdom stamp duty and stamp duty reserve tax (SDRT). U.K. stamp duty will (subject to specific exceptions) be payable at the rate of 1.5% (rounded up to the nearest £5) of the value of shares in registered form on any instrument pursuant to which shares are transferred:

• to, or to a nominee or agent for, a person whose business is or includes the provision of clearance services; or

• to, or to a nominee or agent for, a person whose business is or includes issuing depositary receipts. This would include transfers of ordinary shares in registered form to the Bank of New York, as depositary, for deposits under the ADR deposit agreement.

SDRT, at the rate of 1.5% of the value of the ordinary shares, could also be payable in these circumstances, and on issue to such a person, but no SDRT will be payable if stamp duty equal to that SDRT liability is paid. In circumstances where stamp duty is not payable on the transfer of ordinary shares to, or to a nominee or agent for, such person (including, for example, the Bank of New York, as depositary), such as where there is no chargeable instrument, SDRT will be payable at the rate of 1.5%. In accordance with the terms of the ADR Deposit Agreement, any tax or duty payable by the Bank of New York, as depositary, on any such transfers of ordinary shares in registered form will be charged by the Bank of New York, as depositary, to the party to whom ADRs are delivered against such transfers.

No U.K. stamp duty will be payable on the acquisition of any ADS or on any subsequent transfer of an ADS, provided that the transfer and any subsequent instrument of transfer remains at all times outside the U.K. and that the instrument of transfer is not executed in or brought into the U.K.. An agreement to transfer an ADS will not give rise to SDRT.

Subject to some exceptions, a transfer or sale of ordinary shares in registered form will attract ad valorem U.K. stamp duty at the rate of 0.5% (rounded up to the nearest £5) of the dutiable amount, usually the cash consideration for the transfer. Generally, ad valorem stamp duty applies neither to gifts nor on a transfer from a nominee to the beneficial owner, although in cases of transfers where no ad valorem stamp duty arises, a fixed U.K. stamp duty of £5 may be payable. SDRT at a rate of 0.5% of the amount or value of the consideration for the transfer may be payable on an unconditional agreement to transfer shares. If, within six years of the date of an unconditional agreement to transfer shares, an instrument transferring the shares is executed and stamped, any SDRT paid may be repaid or, if it has not been paid the liability to pay such tax, but not necessarily interest and penalties, would

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be cancelled. SDRT is chargeable whether the agreement is made or effected in the U.K. or elsewhere and whether or not any party is resident or situated in any part of the U.K.

United States Federal Income Tax Consequences

Taxation of dividends. Subject to the discussion below under "Passive foreign investment company considerations", the gross amount of a distribution paid on an ordinary share or ADS will be a dividend for U.S. federal income tax purposes to the extent paid out of our current or accumulated earnings and profits (as determined for U.S. federal income tax purposes). To the extent that a distribution exceeds our earnings and profits, it will be treated as a non-taxable return of capital to the extent of your adjusted basis in such shares and thereafter as a capital gain.

Dividends paid by us generally will be treated as foreign source income and will not be eligible for the dividends-received deduction generally allowed to corporate shareholders under the U.S. federal income tax law.

The amount of any distribution that you must include in income will equal the fair market value in U.S. dollars of the pounds sterling or other property received on the date received by you in the case of ordinary shares, or by The Bank of New York, as depositary, in the case of ADSs, based on the spot exchange rate on such date. You will have a basis in any pounds sterling distributed equal to the dollar value of pounds sterling on the date received by you, in the case of ordinary shares, or by The Bank of New York in the case of ADSs. Any gain or loss recognized upon a subsequent disposition of pounds sterling will generally be U.S. source ordinary income or loss.

Subject to complex limitations, under the current Treaty the U.K. notional withholding tax will be treated for U.S. tax purposes as a foreign tax that may be claimed as a foreign tax credit against your U.S. federal income tax liability. For example, if you receive a $90 dividend from us and claim the benefits of the Treaty with respect to this dividend, you generally will be treated as receiving a $100 dividend and will be able to claim a $10 foreign tax credit. Dividends, if any, distributed by us will generally be categorized as "passive income" or, in the case of some holders, as "financial services income", for purposes of computing allowable foreign tax credits for U.S. tax purposes. If you claim a foreign tax credit, you should file a completed U.S. Internal Revenue Service Form 8833 with your federal income tax return for the relevant year. The rules relating to the determination of the foreign tax credit are complex and you should consult your own tax advisers to determine whether and to what extent a credit would be available. In lieu of claiming a credit, you may claim a deduction of foreign taxes paid in the taxable year. A deduction generally does not reduce U.S. tax on a dollar-for-dollar basis like a tax credit.

Representatives of the United Kingdom and United States signed a new income tax convention on July 24, 2001, and a protocol to the new convention on July 19, 2002 (collectively, the "New Treaty"). The provisions of the New Treaty relating to dividends have not yet become effective, but it is expected that they will do so shortly. When these provisions become effective, you will generally no longer be entitled to the foreign tax credit benefits discussed above.

Taxation of capital gains. Upon the sale or exchange of an ordinary share or ADS, you will recognize a gain or a loss for U.S. federal income tax purposes in an amount equal to the difference between the amount realized and your adjusted tax basis in the ordinary share or ADS. Subject to the discussion below under "Passive foreign investment company considerations", such gain or loss will generally be a capital gain or loss and will generally be treated as U.S. source gain or loss. If you are an individual, any such capital gain will generally be subject to U.S. federal income tax at a maximum rate of 20% if you have held the ordinary share or ADS for more than one year. If you have held the ordinary share or ADS for one year or less, any such gain will be treated as short-term capital gain, taxed as ordinary income at your marginal income tax rate. Capital losses may only be used to offset capital gains, except that U.S. individuals may deduct up to $3,000 of net capital losses against ordinary income. You should consult your own tax advisers regarding the availability of this offset.

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The surrender of ADSs in exchange for ordinary shares and the surrender of ordinary shares in exchange for ADSs will not be a taxable event for U.S. federal income tax purposes. Accordingly, you will not recognize any gain or loss upon such surrender.

Passive foreign investment company considerations. We believe that we will not be treated as a passive foreign investment company, or PFIC, for U.S. federal income tax purposes for the taxable year 2002, our current taxable year, or for future taxable years. However, an actual determination of PFIC status is factual in nature and generally cannot be made until after the close of the applicable tax year. We will be a PFIC if either:

• 75% or more of our gross income in a taxable year is passive income, which includes dividends, interest, royalties, rents, annuities, and some types of gains; or

• the average percentage of the value of our assets that produce or are held for the production of passive income is at least 50%. The IRS has indicated that cash balances, even if held as working capital, are considered to be assets that produce passive income.

The application of the gross income test in our particular circumstances is uncertain, as the calculation is complex when a company's gross margin is negative and our calculation is based upon a U.S. Internal revenue Service ruling, issued to another taxpayer, that would not necessarily be applied by the IRS to us in any audit or review. This could result in our classification as a PFIC even in a year in which we have substantial gross revenues from product sales. In addition, the proportion of our cash balances compared to the value of our other assets may in the future lead to us being a PFIC. We intend to use reasonable efforts to avoid PFIC status, but can give no assurance that we will be successful. If we determine that we are a PFIC, we will take all reasonable steps to notify you.

If we were classified as a PFIC, unless you timely made one of specific available elections, a special tax regime would apply to both:

• any "excess distribution", which would be your share of distributions in any year that are greater than 125% of the average annual distributions received by you in the three preceding years or your holding period, if shorter; and

• any gain realized on the sale or other disposition of the ordinary shares or ADSs.

Under this regime, any excess distribution and realized gain would be treated as ordinary income and would be subject to tax as if the excess distribution or gain had been realized rateably over your holding period for the ordinary shares or ADSs. As a result of this treatment:

• the amount allocated to the taxable year in which you realize the excess distribution or gain would be taxed as ordinary income;

• the amount allocated to each prior year, with certain exceptions, would be taxed as ordinary income at the highest applicable tax rate in effect for that year; and

• the interest charge generally applicable to underpayments of tax would be imposed on the taxes deemed to have been payable in those previous years.

If you own shares or ADSs in a PFIC that are treated as marketable stock, you may make a mark-to-market election. If you make this election, you will not be subject to the PFIC rules described above. Instead, in general, you will include as ordinary income each year the excess, if any, of the fair market value of your shares or ADSs at the end of the taxable year over your adjusted basis in your shares or ADSs. You will also be allowed to take an ordinary loss in respect of the excess, if any, of the adjusted basis of your shares or ADSs over their fair market value at the end of the taxable year, but only to the extent of the net amount of income previously included as a result of the mark-to-market election. Your basis in the shares or ADSs will be adjusted to reflect any such income or loss amounts. Any gain realized upon disposition of your shares or ADSs will also be taxed as ordinary income.

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In addition, the special PFIC tax rules described above will not apply to you if you make a QEF election, that is, you elect to have us treated as a qualified electing fund for U.S. federal income tax purposes. If we determine that we are a PFIC, we will provide you with such information as you may require from us in order to make an effective QEF election.

If you make a QEF election, you will be required to include in your gross income for U.S. federal income tax purposes your pro rata share of our ordinary earnings and net capital gain for each of our taxable years that we are a PFIC, regardless of whether or not you receive any distributions from us. Your basis in your ordinary shares or ADSs will be increased to reflect undistributed amounts which are included in your gross income. Distributions of previously includible income will result in a corresponding reduction of basis in the ordinary shares or ADSs and will not be taxed again as a distribution to you.

You are urged to consult your own tax adviser concerning the potential application of the PFIC rules to your ownership and disposition of ordinary shares or ADSs.

United States information reporting and backup withholding. Dividend payments with respect to ordinary shares or ADSs and proceeds from the sale, exchange or redemption of ordinary shares or ADSs may be subject to information reporting to the Internal Revenue Service and possible U.S. backup withholding (currently at a 30% rate). Backup withholding will generally not apply to a holder, however, if such holder furnishes a correct taxpayer identification number or certificate of foreign status and makes any other required certification or if such holder is otherwise exempt from backup withholding. If a holder is required to establish its exempt status, such holder generally must provide such certification on IRS Form W-9 in the case of U.S. persons and on IRS Form W-8BEN (or suitable substitute form) in the case of non-U.S. persons.

Amounts withheld as backup withholding may be credited against a holder's U.S. federal income tax liability, and such holder may obtain a refund of any excess amounts withheld under the backup withholding rules by filing the appropriate claim for refund with the IRS and furnishing any required information.

Documents on Display

We are subject to the informational requirements of the Securities Exchange Act of 1934, as amended. In accordance with these requirements, we file reports and other information with the Securities and Exchange Commission. These materials, including this Form 20-F and the exhibits thereto, may be read and copied at the Commission's Public Reference Room at Room 1024 Judiciary Plaza, 450 Fifth Street NW, Washington DC 20549 and its regional reference rooms. You may request copies of the materials, upon payment of a duplicating fee, by writing to the Commission. You may obtain information on the operation of the Commission's Public Reference Room by calling the Commission in the United States at 1-800-SEC-0330. The Commission also maintains a web site at http://www.sec.gov that contains reports, proxy statements and other information regarding issuers that file electronically with the Commission.

We will furnish The Bank of New York, as the depositary, with copies of those reports and communications. We will also furnish to The Bank of New York in English all notices of shareholders' meetings and other reports and communications that are made generally available to our shareholders. The Bank of New York will make such notices, reports and communications available for inspection by registered holders of ADSs at its Corporate Trust office located at 101 Barclay Street, New York, New York 10286 and, upon our request, will mail to all record

holders of ADSs copies of such notices, reports and other communications.

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Item 11: Quantitative and Qualitative Disclosure About Market Risk

See "Item 5: Operating and Financial Review and Prospects" and note 26 of Notes to the Financial Statements included elsewhere in this Form 20-F.

Item 12: Description of Securities Other Than Equity Securities

Not applicable.

Item 13: Defaults, Dividend Arrearages and Delinquencies

None.

Item 14: Material Modifications to the Rights of Security Holders and Use of Proceeds

Material modifications to the rights of security holders

None.

Use of proceeds

In April 2000, we completed the initial public offering of our ordinary shares in the United Kingdom and our ADSs in the United States. The registration statement related to our initial public offering became effective on April 11, 2000 (registration number 333-11698). The net proceeds to us from our initial public offering, after deduction of underwriting discounts and commissions and offering expenses borne by us, totalled approximately £200.1 million. We have used all of these proceeds to fund capital expenditures, principally to expand our production, assembly and testing facilities, and for research and product development, strategic acquisitions, and general working capital purposes, including recruitment of new personnel. These payments were made to persons other than our directors, officers, their associates, owners of 10% or more of our share capital and our affiliates.

Item 15: Controls and Procedures

Evaluation of disclosure controls and procedures

Based on their evaluation of our disclosure controls and procedures (as defined in Rules 13a-14(c) and 15d-14(c) under the Securities Exchange Act of 1934) as of a date within 90 days of the filing date of this Amendment No. 1 to Annual Report on Form 20-F/A, our chief executive officer and chief financial officer have concluded that our disclosure controls and procedures are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms and are operating in an effective manner.

Changes to internal controls

There were no significant changes in our internal controls, or in other factors that could significantly affect these controls, subsequent to the date of their most recent evaluation.

Item 16A: Audit Committee Financial Expert

Not applicable.

Item 16B: Code of Ethics

Not applicable.

62

Item 16C: Principal Accountant Fees and Services

Not applicable.

Item 17: Financial Statements

The following financial statements, together with the reports of our independent auditors and independent accountants thereon, are filed as part of this Form 20-F. Any significant changes in our business or operations since December 31, 2002 are reported in note 28 of Notes to the Financial Statements.

Item 18: Financial Statements

Not applicable.

63

Item 19: Exhibits

Index to consolidated financial statements F-1 Report of independent auditors F-2 Report of independent accountants F-3 Consolidated profit and loss account F-4 Consolidated statement of total recognised gains and losses F-5 Consolidated balance sheet F-6 Consolidated cash flow statement F-7 Notes to the financial statements F-8

Exhibit number

Description of Exhibit

1.1 Memorandum of Association of Bookham Technology plc (previously filed as Exhibit 3.1 to Registration Statement on Form F-1, as amended (file no. 333-11698) dated April 11, 2000, and incorporated herein by reference).

1.2

Articles of Association of Bookham Technology plc, as amended through November 5, 2002 (previously filed as Exhibit 1.2 to Annual Report on Form 20-F for the year ended December 31, 2002, and incorporated herein by reference).

2.1

Specimen Ordinary Share Certificate (previously filed as Exhibit 4.1 to Registration Statement on Form F-1, as amended (file no. 333 -11698) dated April 11, 2000, and incorporated herein by reference).

2.2

Form of Deposit Agreement (previously filed as Exhibit 4.2 to Registration Statement on Form F-1, as amended (file no. 333 -11698) dated April 11, 2000, and incorporated herein by reference).

2.3

Form of ADR Certificate (included in Exhibit 2.2) (previously filed as Exhibit 4.3 to Registration Statement on Form F-1, as amended (file no. 333-11698) dated April 11, 2000, and incorporated herein by reference).

4.1

Acquisition Agreement dated as of October 7, 2002 between Nortel Networks Corporation and Bookham Technology plc (previously filed as Exhibit 1 to Schedule 13D filed by Nortel Networks Corporation on October 17, 2002, and incorporated herein by reference).

64

4.2*

Letter Agreement dated November 8, 2002 between Nortel Networks Corporation and Bookham Technology plc amending the Acquisition Agreement referred to in Exhibit 4.1.

4.3*

Optical Components Supply Agreement, dated November 8, 2002, by and between Nortel Networks Limited and Bookham Technology plc.

4.4

Relationship Deed dated November 8, 2002 between Nortel Networks Corporation and Bookham Technology plc (previously filed as Exhibit 4.4 to Annual Report on Form 20-F for the year ended December 31, 2002, and incorporated herein by reference).

4.5

Registration Rights Agreement dated as of November 8, 2002 among Nortel Networks Corporation, the Nortel Subsidiaries listed on the signature pages and Bookham Technology plc (previously filed as Exhibit 4.5 to Annual Report on Form 20-F for the year ended December 31, 2002, and incorporated herein by reference).

4.6

Series A Senior Unsecured Note Due 2007, as amended to change the identity of the Lender (previously filed as Exhibit 4.6 to Annual Report on Form 20-F for the year ended December 31, 2002, and incorporated herein by reference).

4.7

Series B Senior Secured Note Due 2005, as amended to change the identity of the Lender (previously filed as Exhibit 4.7 to Annual Report on Form 20-F for the year ended December 31, 2002, and incorporated herein by reference).

4.8

Agreement relating to the Sale and Purchase of the Business of Marconi Optical Components Limited, dated December 17, 2001, among Bookham Technology plc, Marconi Optical Components Limited and Marconi Corporation plc (previously filed as Exhibit 4.1 to Annual Report on Form 20-F for the year ended December 31, 2001, and incorporated herein by reference).

4.9

Supplemental Agreement to the Agreement relating to the Sale and Purchase of the Business of Marconi Optical Components Limited, dated January 31, 2002, among Bookham Technology plc, Marconi Optical Components Limited and Marconi Corporation plc (previously filed as Exhibit 4.2 to Annual Report on Form 20-F for the year ended December 31, 2001, and incorporated herein by reference).

4.10*

Global Procurement Agreement dated February 1, 2001 between Marconi Communications, Inc. and Bookham Technology plc (previously filed as Exhibit 4.3 to Annual Report on Form 20-F for the year ended December 31, 2001, and incorporated herein by reference).

4.11*

Letter Agreement dated January 10, 2003 between Marconi Communications, Inc. and Bookham Technology plc amending the Global Procurement Agreement referred to in Exhibit 4.10.

4.12

Service Agreement dated July 23, 2001, between Bookham Technology plc and Andrew G. Rickman (previously filed as Exhibit 4.4 to Annual Report on Form 20-F for the year ended December 31, 2001, and incorporated herein by reference).

4.13

Service Agreement dated July 23, 2001 between Bookham Technology plc and Giorgio Anania (previously filed as Exhibit 4.5 to Annual Report on Form 20-F for the year ended December 31, 2001, and incorporated herein by reference).

4.14

Lease dated May 21, 1997, between Bookham Technology plc and Landsdown Estates Group Limited, with respect to 90 Milton Park, Abingdon, England (previously filed as Exhibit 10.1 to Registration Statement on Form F-1, as amended (file no. 333-11698) dated April 11, 2000, and incorporated herein by reference).

4.15

Bonus Scheme 2002 (previously filed as Exhibit 4.12 to Annual Report on Form 20-F for the year ended December 31, 2001, and incorporated herein by reference).

8.1

List of Bookham Technology plc subsidiaries (previously filed as Exhibit 8.1 to Annual Report on Form 20-F for the year ended December 31, 2002, and incorporated herein by reference).

10.1

Consent of Ernst & Young LLP.

*

10.2

Consent of PricewaterhouseCoopers.

12.1

Rule 13a-14(a)/15(d)-14(a) Certification of Chief Executive Officer.

12.2

Rule 13a-14(a)/15(d)-14(a) Certification of Chief Financial Officer.

13.1

Section 1350 Certification of Chief Executive Officer.

13.2

Section 1350 Certification of Chief Financial Officer.

Confidential treatment requested as to certain portions, which portions have been omitted and filed separately with the Commission.

65

The Registrant hereby certifies that it meets all of the requirements for filing a Form 20-F and has duly caused and authorized the undersigned to sign this Amendment No. 1 to annual report on Form 20-F on its behalf.

Date: September 10, 2003

66

BOOKHAM TECHNOLOGY PLC INDEX TO CONSOLIDATED FINANC IAL STATEMENTS

F-1

REPORT OF INDEPENDENT AUDITORS

To the Board of Directors of Bookham Technology plc

We have audited the accompanying consolidated balance sheet of Bookham Technology plc at December 31, 2001 and 2002, and the related consolidated profit and loss account and consolidated statements of cash flows, and total recognised gains and losses for each of the two years in the period ended December 31, 2002. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with United Kingdom auditing standards and United States generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of

BOOKHAM TECHNOLOGY PLC

By:

/s/ GIORGIO S. ANANIA

Giorgio S. Anania President and Chief Executive Officer

Page

Report of independent auditors F-2 Report of independent accountants F-3 Consolidated profit and loss account for the years ended December 31, 2000, 2001 and 2002 F-4 Consolidated statement of total recognized gains and losses for the years ended December 31, 2000, 2001 and 2002 F-5 Consolidated balance sheet as at December 31, 2001 and 2002 F-6 Consolidated cash flow statement for the years ended December 31, 2000, 2001 and 2002 F-7 Notes to the financial statements F-8

material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Bookham Technology plc at December 31, 2001 and 2002, and the consolidated results of its operations and its consolidated cash flows for each of the two years in the period ended December 31, 2002, in conformity with accounting principles generally accepted in the United Kingdom which differ from those generally accepted in the United States (see Note 30 of Notes to the Financial Statements).

ERNST & YOUNG LLP

Reading, England March 18, 2003

F-2

REPORT OF INDEPENDENT ACCOUNTANTS

To the Board of Directors and Shareholders of Bookham Technology plc

In our opinion, the accompanying consolidated profit and loss account, statement of cash flows, and statement of total recognised gains and losses for the year ended December 31, 2000 present fairly, in all material respects, the results of operations and cash flows of Bookham Technology plc and its subsidiaries for the year then ended, in conformity with accounting principles generally accepted in the United Kingdom. These financial statements are the responsibility of the Company's management; our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit of these statements in accordance with auditing standards generally accepted in the United States of America, which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

Accounting principles generally accepted in the United Kingdom vary in certain important respects from accounting principles generally accepted in the United States of America. The application of the latter would have affected the determination of consolidated net loss for the year ended December 31, 2000 to the extent summarized in Note 30 to the consolidated financial statements.

PricewaterhouseCoopers West London, England March 14, 2001

F-3

BOOKHAM TECHNOLOGY PLC

CONSOLIDATED PROFIT AND LOSS ACCOUNT

for the year ended December 31,

Note

Before Exceptional Items

Exceptional Items (Note 3)

2002

2001

2000

£000

£000

£000

£000

£000

Turnover(1) Continuing operations Ongoing 6,630 — 6,630 21,921 26,301 Acquisitions: NNOC 12,779 — 12,779 — — 15,194 — 15,194 — —

(1)

Group turnover

1, 2

34,603

—

34,603

21,921

26,301

Cost of sales (52,653 ) (21,549 ) (74,202 ) (47,534 ) (31,850 ) Gross loss (18,050 ) (21,549 ) (39,599 ) (25,613 ) (5,549 ) Administrative expenses Research and development (33,527 ) (6,244 ) (39,771 ) (77,609 ) (17,355 ) National insurance on share options — — — 782 (1,070 )

Selling, general and administration expenses (17,387 ) (3,744 ) (21,131 ) (21,274 ) (13,875 )

Other (1,249 ) (5,126 ) (6,375 ) (527 ) (847 ) (52,163 ) (15,114 ) (62,277 ) (98,628 ) (33,147 ) Other operating income 6 175 — 175 76 61 Operating loss Continuing operations Ongoing (66,832 ) (36,663 ) (103,495 ) (99,015 ) (38,635 ) Acquisitions (NNOC) 19 (3,137 ) — (3,137 ) — — Discontinued operations 19 (69 ) — (69 ) (25,150 ) — Group operating loss 2 (70,038 ) (36,663 ) (106,701 ) (124,165 ) (38,635 ) Interest receivable 7 5,795 — 5,795 11,405 10,144 Interest payable 8 (454 ) — (454 ) (478 ) (574 ) Loss on ordinary activities before taxation 3 (64,697 ) (36,663 ) (101,360 ) (113,238 ) (29,065 ) Tax on loss on ordinary activities 9 — — — — — Loss on ordinary activities after taxation(1) (64,697 ) (36,663 ) (101,360 ) (113,238 ) (29,065 ) Loss per ordinary share (basic & diluted) (£)(2).

10

(0.43

) (0.24

) (0.67

) (0.88

) (0.25

)

Turnover has been analyzed between continuing activities and acquired activities. An analysis of operating loss between existing and Marconi Optical Components (MOC) acquired activities has not been given, as the directors do not believe that such an analysis would be meaningful or possible due to the integration of manufacturing facilities, research and development activities and administrative functions that has already taken place. The analysis of operating loss for the acquisition relates to the acquired activities of Nortel Networks Optical Components (NNOC) only.

(2) Loss on ordinary activities after taxation adjusted for the effects of significant differences between UK GAAP and US GAAP are set forth in Note 30 of the notes to the financial statements.

The accompanying notes form an integral part of these Consolidated Financial Statements.

F-4

BOOKHAM TECHNOLOGY PLC

CONSOLIDATED STATEMENT OF TOTAL RECOGNISED GAINS AN D LOSSES

(1)

Note

2002

2001

2000

£000

£000

£000

Loss for the financial year 21 (101,360 ) (113,238 ) (29,889 ) Exchange difference on translation of subsidiaries 21 44 1 (1 ) Total losses recognised in the year(1) (101,316 ) (113,237 ) (29,890 )

Total losses recognised in the year adjusted for the effects of the significant differences between UK GAAP and US GAAP are set forth in Note 30 of the notes to the financial statements.

The accompanying notes form an integral part of these Consolidated Financial Statements.

F-5

BOOKHAM TECHNOLOGY PLC

CONSOLIDATED BALANCE SHEET

as at December 31,

(1)

Note

2002

2001

£000

£000

Fixed Assets Intangible assets 11 42,553 1,666 Tangible assets 12 51,442 34,579 93,995 36,245 Current Assets Stocks 13 23,679 2,564 Debtors 14 21,405 5,001 Cash at bank and in hand 105,418 184,814 150,502 192,379 Creditors: amounts falling due within one year 15 (29,302 ) (17,675 ) Net current assets 121,200 174,704 Total assets less current liabilities 215,195 210,949 Creditors: amounts falling due after more than one year 16 (31,329 ) — Provisions for liabilities and charges 17 (3,428 ) (79 ) Net Assets 180,438 210,870 Capital and reserves

Called-up share capital 20, 21 683 434 Share premium account 21 404,187 338,576 Other reserves 21 10,740 5,716 Profit and loss account 21 (235,172 ) (133,856 ) Equity shareholders' funds(1) 21 180,438 210,870

Shareholders' funds adjusted for the effects of the significant differences between UK GAAP and US GAAP are set forth in Note 30 of the notes to the financial statements.

The accompanying notes form an integral part of these Consolidated Financial Statements.

F-6

BOOKHAM TECHNOLOGY PLC

CONSOLIDATED CASH FLOW STATEMENT

for the year ended December 31,

Note

2002

2001

2000

£000

£000

£000

Net cash outflow from operating activities 24 (61,684 ) (44,385 ) (38,167 ) Return on investments and servicing of finance: Interest received 5,776 11,405 10,144 Interest paid (391 ) (4 ) — Interest element of finance lease rentals (43 ) (301 ) (374 ) 5,342 11,100 9,770 Capital expenditure and financial investment Purchase of intangible fixed assets (95 ) (1,812 ) (486 )

(1)

Purchase of tangible fixed assets (10,102 ) (39,896 ) (28,280 ) Proceeds on disposal of fixed assets 44 96 31 (10,153 ) (41,612 ) (28,735 ) Acquisitions and disposals Sale of subsidiary undertaking — — — Net overdrafts disposed of with subsidiary undertaking (69 ) — — Purchase of subsidiary undertakings (12,060 ) (6,796 ) — Net cash outflow before management of liquid resources and financing (78,624 ) (81,693 ) (57,132 ) Management of liquid resources Reduction of short-term investments 25 — 1,525 5,690 Financing Issue of ordinary share capital 21 125 1,256 338,238 Expenses of share issues 21 — — (24,270 ) Capital element of finance lease rental payments 25 (897 ) (1,357 ) (1,377 ) (772 ) (101 ) 312,591 (Decrease)/increase in cash 25 (79,396 ) (80,269 ) 261,149 Reconciliation of net cash flow to movement in net funds

(Decrease)/increase in cash in the year 25 (79,396 ) (80,269 ) 261,149 Cash outflow from finance lease repayments 25 897 1,357 1,377 Cash inflow from decrease in liquid resources 25 — (1,525 ) (5,690 ) (Decrease)/increase in net funds resulting from cashflows 25 (78,499 ) (80,437 ) 256,836 Translation difference 25 — — (1 ) Loans arising on acquisition (31,359 ) — — (Decrease)/increase in net funds in the year 25 (109,858 ) (80,437 ) 256,835 Net funds at beginning of the year 25 183,917 264,354 7,519 Net funds at end of the year(1) 25 74,059 183,917 264,354

The significant differences between the cash flow statement presented above and that required under US GAAP are set forth in Note 30 of the notes to the financial statements.

The accompanying notes form an integral part of these Consolidated Financial Statements.

F-7

BOOKHAM TECHNOLOGY PLC

NOTES TO THE FINANCIAL STATEMENTS

1 Accounting policies

The financial statements contained in this Annual Report on Form 20-F have been prepared in accordance with accounting principles generally accepted in the United Kingdom (UK GAAP). UK GAAP differs in certain significant respects from US GAAP (see Note 30).

A summary of the principal accounting policies, which have been applied for all periods covered by this report, is set out below.

(1) Basis of accounting

The financial information in this report has been prepared under the historical cost convention and on a going-concern basis.

In preparing the financial statements for the current year, the Group has adopted FRS 19 "Deferred Tax" and the transitional arrangements of FRS 17 "Retirement Benefits" relating to accounting periods ending on or after 22 June 2002. The adoption of FRS 19 has resulted in a change in accounting policy for deferred tax. Deferred tax is recognised on a full provision basis in accordance with the accounting policy described below. Previously, deferred tax was provided for on a partial provision basis, whereby provision was made on all timing differences to the extent that they were expected to reverse in the future without replacement. Adoption of FRS 19 has not required any revisions to the financial statements in either the current or prior years.

(2) Group consolidation

The Group financial statements consolidate the accounts of Bookham Technology plc and all its subsidiary undertakings drawn up to 31 December each year.

Marconi Optical Components ("MOC") and Nortel Networks Optical Components ("NNOC") have been included in the Group financial statements using the acquisition method of accounting. Accordingly, the Consolidated Profit and Loss Account and Consolidated Statement of Cash Flows include the results and cash flows of MOC for the 11 month period from its acquisition on 1 February 2002, and NNOC for the 7 week period from its acquisition on 8 November 2002.

The Consolidated Profit and Loss Account and Statement of Cash Flows include the results and cash flows of Measurement Microsystems Inc. for the 7 month period until its disposal on 1 August 2002.

Intra-Group sales and profits are eliminated fully on consolidation.

(3) Turnover

Turnover represents the amounts (excluding value-added tax) derived from the provision of goods and services to third-party customers during the period.

Turnover is recognised upon shipment.

The Group uses the percentage-of-completion method, based on costs incurred and milestones accepted by the customer for recognizing revenues on fixed-fee, non-recurring engineering contracts.

F-8

(4) Research and development expenditure

Research and development expenditure is charged to the profit and loss account in the period in which the expenditure is incurred.

(5) Goodwill

Goodwill is calculated as the surplus of cost over fair value attributed to the net assets (excluding goodwill) of subsidiaries. Goodwill is amortized on a straight line basis over its estimated useful life. Goodwill is reviewed in accordance with FRS 10, any impairment loss is included in accumulative amortisation.

(6) Intangible fixed assets and amortisation

Intangible assets acquired separately from a business are capitalized at cost. Intangible assets acquired as part of an acquisition of a business are capitalized separately from goodwill if the fair value can be measured reliably on initial recognition, subject to the constraint that, unless the asset has a readily ascertainable market value, the fair value is limited to an amount that does not create or increase any negative goodwill arising on the acquisition.

Intangible fixed assets are stated at cost less amortisation. Amortisation is provided by the Group to write off the cost of intangible fixed assets on a straight-line basis over their estimated useful economic lives. Intangible fixed assets consist of patent licence fees payable to third parties and patents acquired from third parties.

(7) Tangible fixed assets and depreciation

Tangible fixed assets are stated at cost less depreciation. Depreciation is provided by the Group to write off the cost of tangible fixed assets on a straight-line basis over their estimated useful economic lives as follows:

No depreciation is provided for land or for assets in the course of construction.

Impairment reviews are performed periodically, when deemed appropriate.

Buildings Twenty years Plant and machinery Three to five years Fixtures, fittings and equipment Three to five years Computer equipment Three years

(8) Stocks

Stocks are stated at the lower of cost and net realizable value. Cost includes all direct costs of manufacture and a proportion of manufacturing overheads.

(9) Government grants

Government grants received in respect of research and development expenditure are credited to the profit and loss account in the period to which the relevant expenditure relates.

F-9

(10) Leases

Assets held under finance leases are capitalized and depreciated over their estimated useful lives or the term of the lease, whichever is shorter. Future installments under such leases, net of financial charges, are included in creditors. Rentals payable are apportioned between the finance element, which is charged to the profit and loss account, and the capital element, which reduces the outstanding obligations.

Costs in respect of operating leases are charged on a straight-line basis over the lease term.

(11) Foreign currency translation

In individual companies, balances denominated in foreign currencies are translated into reporting currencies at the rates ruling at the year end. Transactions in foreign currencies are translated into reporting currencies using rates of exchange ruling at the date of the transaction. Exchange differences are dealt with in the profit and loss account.

On consolidation, the balance sheets of the Group's overseas subsidiary undertakings are translated into sterling at rates of exchange ruling at the year end. The profit and loss accounts of the Group's overseas subsidiary undertakings are translated into sterling using average rates of exchange. Translation differences are taken to reserves.

(12) Deferred taxation

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date where transactions or events have occurred at that date that will result in an obligation to pay more, or a right to pay less or to receive more, tax, with the following exceptions:

• provision is made for tax gains arising from the fair value adjustments of fixed assets which were acquired through business acquisitions, and gains on disposal of fixed assets that have been rolled over into replacement assets, only to the extent that, at the balance sheet date, there is a binding agreement to dispose of the assets concerned. However, no provision is made where, on the basis of all available evidence at the balance sheet date, it is more likely than not that the taxable gain will be rolled over into replacement assets and charged to tax only where the replacement assets are sold;

• provision is made for deferred tax that would arise on remittance of the retained earnings of overseas subsidiaries, associates and joint ventures only to the extent that, at the balance sheet date, dividends have been accrued as receivable;

• deferred tax assets are recognised only to the extent that the directors consider that it is more likely than not that there will be suitable taxable profits from which the future reversal of the underlying timing differences can be deducted.

Deferred tax is measured on an undiscounted basis at the tax rates that are expected to apply in the periods in which timing differences reverse, based on tax rates and laws enacted or substantively enacted at the balance sheet date.

F-10

(13) Pension costs

The Group pays contributions into the Group defined contribution pension scheme for the executive directors and employees. In addition, the company has a defined contribution plan for the benefit of one director. The charge to the profit and loss account reflects those contributions payable in the period. The Group has no other liability in respect of these pension contributions.

(14) Share options issued to employees

The Group recognizes as a charge to the profit and loss account ("stock compensation expense") the amount by which the intrinsic value of any share options issued to employees exceeds their respective exercise prices at the date of grant. The intrinsic value is assessed by reference to the market value of the Company's shares. These costs are recognised over the vesting period. Amounts charged to the profit and loss account are included in other reserves.

(15) Warrants and share options issued to non-employees

Where share options or warrants are granted to non-employees in respect of services rendered, the fair value of the consideration received is recognised as a cost over the period to which the services relate. With the exception of costs related to fundraising, which are included in issue costs and charged to the share premium account, costs are charged to the profit and loss account.

2 Segmental analysis

Turnover represents the amounts derived from the provision of goods and services which fall within the ordinary activities of the Business, stated net of value added tax or similar taxes. The Group has one class of business: the design, development, manufacture and marketing of fibre-optic components. It operates in three geographic markets, the United Kingdom, the European Union (excluding UK) and North America.

Turnover profit/(loss) before taxation and net assets are analyzed below by geographical area:

Turnover

F-11

Profit/(loss) before taxation

2002

2001

2000

£000

£000

£000

Sales to third parties by destination: United Kingdom 21,273 13,306 20,474

North America 10,613 3,095 5,235

European Union (excl. UK) 2,373 375 415

Japan 59 3,862 24

Rest of the World 285 1,283 153 34,603 21,921 26,301

2002

2001

2000

£000

£000

£000

Sales to third parties by origin: United Kingdom 34,577 21,921 26,301

European Union (excl. UK) 24 — —

North America 2 — — 34,603 21,921 26,301

2002

2001

2000

£000

£000

£000

Continuing operations United Kingdom (103,764 ) (124,170 ) (38,635 )

North America (1,832 ) — —

European Union (excl. UK) (1,049 ) — —

Rest of the World 13 5 — (106,632 ) (124,165 ) (38,635 ) Discontinued operations

Net assets

F-12

3 Loss on ordinary activities before taxation

This is stated after charging/(crediting):

North America (69 ) — — (106,701 ) (124,165 ) (38,635 ) Net interest and income from activities 5,341 10,927 9,570 Total net assets (101,360 ) (113,238 ) (29,065 )

2002

2001

£000

£000

Continuing operations United Kingdom 183,617 210,853

North America (2,099 ) 421

European Union (excl. UK) (1,153 ) —

Rest of the World 73 66 180,438 211,340 Discontinued operations North America — (470 ) Total net assets 180,438 210,870

2002

2001

2000

£000

£000

£000

Auditors' remuneration: Audit 452 139 117

Other services* 107 91 88 Amortisation: Goodwill 442 1,679 —

Patents, licences and other 894 1,147 39 Depreciation: Owned assets 8,261 7,137 3,374

Assets held under finance leases 1,031 1,224 1,194 Loss/(gain) on disposal of fixed assets (44 ) (8 ) 20 Loss/(gain) on foreign exchange (500 ) 194 316 Amounts payable under operating leases: Hire of plant and machinery 665 166 143

Land and buildings 2,770 1,153 594 Exceptional items: Impairment of intangible fixed assets 1,005 22,396 —

Impairment of tangible fixed assets 27,052 32,597 —

Stock write-downs and order cancellation costs 980 4,653 —

Voluntary severance costs 2,499 3,190 —

Restructuring costs 5,127 — — 36,663 62,836 — Analyzed as:

Cost of sales 21,548 17,358 —

Research and development expenses 6,244 39,473 —

Selling, general and administrative expenses 3,744 6,005 —

Other operating expenses 5,127 — —

Total exceptional items 36,663 62,836 —

* In addition, during 2002 the Auditors received £1,013,000 for services in connection with their role as Reporting Accountants in accordance with UK Listing Authority requirements and due diligence relating to the acquisitions of MOC and NNOC. These amounts are included in the costs of acquisitions (Note 19).

F-13

4 Staff costs

The average number of persons employed by the Group (including executive directors) during the period, analyzed by category, was as follows:

Payroll costs exclude the unpaid portion of the provision for National Insurance liabilities on share options referred to in Note 17.

5 Directors' Remuneration

Retirement benefits under defined contribution pension schemes were accruing to two directors at December 31, 2002 and 2001, and to one director at December 31, 2000.

The emoluments of the highest paid director were £387,900 in 2002, £274,000 in 2001 and £234,000 in 2000.

6 Other operating income

F-14

2002

2001

2000

Administration 78 78 65 Sales 55 48 33 Research and development 283 266 169 Manufacturing 635 387 348 1,051 779 615

2002

2001

2000

£000

£000

£000

The aggregate payroll costs of these persons were as follows: Wages and salaries 23,250 26,306 13,856 Stock compensation expense 193 329 531 Social security costs 2,059 2,544 1,592 Other pension costs 1,437 999 88 26,939 30,178 16,067

2002

2001

2000

£000

£000

£000

Aggregate emoluments 611 514 301 Aggregate gains made on the exercise of share options — 1,809 5,566 Company contributions to defined contribution pension schemes 38 34 35 649 2,357 5,902

2002

2001

2000

£000

£000

£000

Grant income — — 43 Sale of scrap and other income 175 76 18 175 76 61

7 Other interest receivable and similar income

8 Interest payable and similar charges

Finance charges payable includes £83,000 (2001: £173,000) of amortisation in respect of warrants issued to a leasing company in 1999, as described in Note 20.

9 Taxation

Factors affecting current tax charge

The tax assessed on the profit on ordinary activities for the year is lower than the standard rate of corporation tax in the UK of 30% (2001—30%, 2000—20%). The differences are reconciled below:

F-15

10 Loss per ordinary share

Loss per ordinary share has been calculated by dividing the loss for the financial year by the weighted average number of ordinary shares in issue during the year, as set out below:

2002

2001

2000

£000

£000

£000

Bank interest 5,795 11,405 10,144

2002

2001

2000

£000

£000

£000

Finance charges payable in respect of finance leases 146 478 574 Interest on loans 308 — — 454 478 574

2002

2001

2000

£000

£000

£000

Tax on loss on ordinary activities: Current — — —

Deferred (Note 17) — — — — — —

2002

2001

2000

£000

£000

£000

Loss on ordinary activities before tax (101,360 ) (113,238 ) (29,065 ) Loss on ordinary activities multiplied by the tax rate above

(30,408

) (33,971

) (5,813

)

Effect of: Disallowed expenses and non-taxable income 192 111 103

Depreciation in excess of capital allowances 11,153 16,072 625

Tax losses not recognised 19,063 17,788 5,085 Current tax charge for the period — — —

2002

2001

2000

The Group had share options and warrants which are potential ordinary shares outstanding during the period. Conversion of these potential ordinary shares into ordinary shares would decrease the net loss per ordinary share and would not therefore be dilutive.

11 Intangible fixed assets

ASOC related patents and licences were impaired during the year due to a decline in market growth of the ASOC product line. These assets were being amortized over three and five years.

The goodwill and patents resulting from the 2001 acquisition of Measurement Microsystems A-Z Inc, which were fully written down at the beginning of the year, were disposed of as part of the divestment in the company during the year.

F-16

12 Tangible fixed assets

Loss for the financial year (£000) (101,360 ) (113,238 ) (29,065 ) Weighted average number of shares 150,996,196 128,533,108 116,231,841 Loss per ordinary share (basic and diluted) (£) (0.67 ) (0.88 ) (0.25 )

Goodwill

Patents & Licences

Total

£000

£000

£000

Cost At January 1, 2001 — 486 486 Additions during the year — 1,560 1,560 Acquisition (Note 19) 18,224 6,657 24,881 At December 31, 2001 18,224 8,703 26,927 Additions during the year — 92 92 Acquisitions (Note 19) 35,352 7,784 43,136 Disposals during the year (18,224 ) (6,657 ) (24,881 ) At December 31, 2002 35,352 9,922 45,274 Accumulated amortisation

At January 1, 2001 — 39 39 Charge during the year 1,679 1,147 2,826 Impairment during the year 16,545 5,851 22,396 At December 31, 2001 18,224 7,037 25,261 Charge during the year 442 894 1,336 Impairment during the year — 1,005 1,005 Disposals during the year (18,224 ) (6,657 ) (24,881 ) At December 31, 2002 442 2,279 2,721 Net book value at December 31, 2002

34,910

7,643

42,553

Net book value at December 31, 2001

—

1,666

1,666

Freehold land

Buildings

Plant and machinery

Fixtures, fittings

and equipment

Computer equipment

Total

£000

£000

£000

£000

£000

£000

Cost At January 1, 2001 12,324 — 33,129 3,820 3,962 53,235 Additions during the year — — 26,443 2,155 2,762 31,360 Disposals — — (52 ) (132 ) (62 ) (246 ) At December 31, 2001 12,324 — 59,520 5,843 6,662 84,349 Additions during the year — — 8,469 108 3,072 11,649 Acquisitions (Note 19) 4,113 7,645 28,471 759 571 41,559 Disposals — — (10,866 ) — (311 ) (11,177 ) At December 31, 2002 16,437 7,645 85,594 6,710 9,994 126,380

ASOC related equipment was impaired during the year due to a decline in market growth of the ASOC product line. These assets were being depreciated in line with the Group policy.

The net book value of assets held under finance leases was £Nil at 31 December 2002 (2001 £1,031,000). Assets held under finance leases are included in plant and machinery above.

Fixed assets include assets in the course of construction amounting to £nil at December 31, 2002 (2001 £7,569,000).

13 Stocks

The difference between purchase price or production cost of stocks and their replacement cost is not material.

F-17

14 Debtors

15 Creditors: amounts falling due within one year

Accumulated depreciation

At January 1, 2001 — — 7,550 384 1,037 8,971 Charge for the year — — 6,790 722 849 8,361 Disposals — — (48 ) (67 ) (44 ) (159 ) Impairment during the year 3,686 — 24,340 1,725 2,846 32,597 At December 31, 2001 3,686 — 38,632 2,764 4,688 49,770 Charge for the year — 1,088 6,856 795 553 9,292 Disposals — — (10,866 ) — (311 ) (11,177 ) Impairment during the year — — 23,722 — 3,331 27,053 At December 31, 2002 3,686 1,088 58,344 3,559 8,261 74,938 Net book value at December 31, 2002

12,751

6,557

27,250

3,151

1,733

51,442

Net book value at December 31, 2001

8,638

—

20,888

3,079

1,974

34,579

2002

2001

£000

£000

Raw materials 5,553 1,629 Work in progress 7,553 15 Finished goods 10,573 920 23,679 2,564

2002

2001

£000

£000

Trade debtors 17,781 822 Other debtors 1,864 1,791 Prepayments and accrued income 1,760 2,388 21,405 5,001

2002

2001

£000

£000

Current installments due on loans (Note 18) 30 —Obligations under finance leases (Note 23(3)) — 897 Trade creditors 11,913 9,324 Other creditors 4,826 911 Taxation and social security 1,149 565 Accruals and deferred income 11,384 5,978 29,302 17,675

16 Creditors: amounts falling due after more than one year

17 Provisions for liabilities and charges

Provision for warranties

A provision is recognised for expected warranty claims on products sold over the last year. It is expected that most of these costs will be incurred in the next financial year.

F-18

National Insurance on share options

Provision has been made at December 31, 2002 for UK National Insurance liabilities that are expected to crystallize upon the exercise of certain share options granted under unapproved schemes between April 6, 1999 and November 14, 2000. The provision comprises the difference between the exercise price and the estimated fair market value of the shares at the balance sheet date at the current NIC rate, and apportioned on a straight-line basis over the vesting period of the options. The Group becomes unconditionally liable to pay the National Insurance upon exercise of the options. In accordance with UK legislation introduced in 2001, certain options which had an exercise price in excess of the market price at November 7, 2000 will not give rise to any future liability for NIC. Details of the vesting of share options are given in note 20.

Environmental provision

The Group has provided for potential environmental liabilities at sites where there is a history of soil contamination. The Company is committed to an ongoing programme of monitoring and soil sampling, and has thus made a one-off provision relating to potential costs of future remediation works at the sites.

Other liabilities

Provision has been made for potential historic employee related costs following the acquisitions which are expected to be settled within the year.

Deferred tax

2002

2001

£000

£000

Loans (note 18) 31,329 —

Provision for

warranties

Environmental provision

National insurance on share options

Other liabilities

Total

£000

£000

£000

£000

£000

At January 1, 2001 — — 988 — 988 Payments — — (127 ) — (127 ) Arising during the year — — (782 ) — (782 ) At December 31, 2001 — — 79 — 79 Exchange adjustments — — — 29 29 Acquisitions (Note 19) 1,030 1,266 — 966 3,262 Arising during the year 58 — — — 58 At December 31, 2002 1,088 1,266 79 995 3,428

Provided

Unprovided

2002

2001

2002

2001

£000

£000

£000

£000

Depreciation in excess of capital allowances — — (23,695 ) (12,447 )

The above deferred tax assets have not been recognised, which is in accordance with the requirements of FRS 19.

18 Loans

F-19

Details of loans not wholly repayable within five years are as follows:

*

Trading losses — — (52,047 ) (32,371 ) Tax on loss on ordinary activities — — (75,742 ) (44,818 )

2002

2001

£000

£000

Amounts falling due: in one year or less or on demand 30 —

in more than one year but not more than two years 30 —

in more than two years but not more than five years 31,148 —

in more than five years 151 — 31,359 —Less: included in creditors: amounts falling due within one year (30 ) — 31,329 —

2002

2001

£000

£000

5% loan repayable by December 31, 2013* 151 —

This loan is repayable in equal monthly installments over the remaining 11 years until December 31, 2013 and these amounts have been reflected accordingly between the different repayment periods in the tables above.

The long-term loans are secured by fixed charges over various of the Group's properties.

19 Acquisitions and disposals

Marconi Optical Components (MOC)

On February 1, 2002 the Group acquired MOC for a consideration of £15,655,000 satisfied by the issue of 12,891,000 ordinary shares.

Analysis of the acquisition of MOC:

The adjustments from the book to fair values were based upon assessments of the resale values in open market conditions in a declining market sector.

Book Value

Adjustments

Fair Value

£000

£000

£000

Net assets at the date of acquisition: Tangible fixed assets 48,820 (39,219 ) 9,601 Stock 7,542 (182 ) 7,360 56,362 (39,401 ) 16,961 Analysis of consideration:

Costs associated with the acquisition 1,306 Bookham ordinary shares 15,655 16,961

MOC earned a loss in the period from 1 April 2001 to 31 January 2002 as shown in the table below:

There were no other recognised gains and losses.

F-20

Nortel Networks Optical Components (NNOC)

On November 8, 2002 the Group acquired NNOC for a consideration of £92,092,000 ($153 million) satisfied by the issue of 61,000,000 ordinary shares, 9,000,000 ordinary share warrants, loan notes to the value of £31,642,000 ($50 million) and the payment of a cash consideration of £5,848,000. The 9,000,000 warrants, which expire on November 8, 2012, are immediately exercisable at the option of Nortel Networks with an exercise price of 0 pence each, provided that no exercise is permitted if, as a result of such exercise, Nortel Networks and any person or entity acting in concert with Nortel Networks would own 30% or more of the Company's issued and outstanding shares.

Analysis of the acquisition of NNOC:

The adjustments from the book to fair values were based upon assessments of the resale values in open market conditions in a declining market sector.

NNOC contributed £(5.2) million to the Group's net operating cash flows, paid £nil in respect of net returns on investments and servicing of finance, paid £nil in respect of taxation and utilized £(0.5) million for capital expenditure and financial investment.

NNOC made a loss after tax of £220,604,000 in the year ended December 31, 2002 (2001 £385,700,000), of which £216,404,000 arose in the period from January 1, 2001 to November 8, 2002.

F-21

£000

Turnover 7,930 Operating loss

(35,756

)

Loss on fixed asset disposal (54,201 ) Other exceptional costs (3,080 ) Loss before tax (93,037 ) Taxation — Loss for the 10 months ended January 31, 2002 (93,037 )

Book Value

Adjustments

Provisional Fair Value

£000

£000

£000

Net assets at the date of acquisition: Intangible fixed assets — 7,784 7,784 Tangible fixed assets 57,768 (25,810 ) 31,958 Stock 33,727 (7,338 ) 26,389 Creditors falling due within one year — (4,493 ) (4,493 ) 91,495 (29,857 ) 61,638 Goodwill arising on acquisition

35,369

97,007 Analysis of consideration:

Cash 5,848 Bookham ordinary shares 47,580 Bookham ordinary share warrants 7,020 Loan notes 31,642 Costs associated with the acquisition 4,917 97,007

The summarized profit and loss account for the period from January 1, 2002 to the effective date of acquisition is as follows:

There were no other recognized gains or losses.

Measurement Microsystems (A-Z) Inc

On February 25, 2001 the Group acquired the entire share capital of Measurement Microsystems A-Z Inc for a consideration of £6,796,000 ($10 million) and 2,108,957 ordinary shares, including 702,986 ordinary shares contingent upon certain performance milestones being achieved. In 2001, the performance milestones for 421,792 of these shares were met and in 2002 it was determined to deem the performance milestones met for a further 85,349 of these shares. The remaining 195,845 such shares will not now be issued.

Net assets at the date of acquisition:

The revaluation of intangible fixed assets represents the fair value of separately identifiable patents valued by a suitably qualified independent valuer.

In the period from February 25, 2001 to December 31, 2001 Measurement Microsystems A-Z Inc. made no sales outside of the Group and all of its costs were reimbursed by Bookham Technology plc. Measurement Microsystems A-Z Inc incurred a loss of £411,000 in the year ended September 30, 2000 and a loss of £194,000 from October 1, 2000 to February 24, 2001.

F-22

During 2001 the goodwill and intangible fixed assets were impaired to £nil and £nil, respectively, due to a decline in market growth and obsolescence of the intellectual property.

On August 1, 2002, the Group disposed of Measurement Microsystems A-Z Inc. to its former management, and retained a 25% interest in the enterprise, without Board representation. The disposal is analyzed as follows:

£000

Turnover 64,784 Operating loss

(56,804

)

Restructuring charges (159,600 ) Loss before tax (216,404 ) Taxation 13,923 Loss for the 10 1 / 2 months ended November 8, 2002 (202,481 )

Book Value

Revaluation

Fair value to Group

£000

£000

£000

Intangible fixed assets 45 6,612 6,657 Tangible fixed assets 42 — 42 Debtors 108 — 108 Stock 10 — 10 Creditors falling due within one year (340 ) 45 (295 ) Creditors falling due after more than one year (73 ) — (73 ) Net assets (208 ) 6,657 6,449 Goodwill arising on acquisition 18,224 24,673 Analysis of consideration Cash 6,796 Bookham Ordinary Shares 17,877 24,673

Fair Value

£000

The loss attributable to members of the parent company includes losses of £69,000 incurred by Measurement Microsystems A-Z Inc. up to its date of disposal on 1 August 2002. In the period to December 2001 a loss of £25,150,000 was incurred, split as follows: charge for impairment of intangible fixed assets of £22,396,000, amortization of intangible assets of £2,485,000 and other research and development expenditure of £269,000.

During the year Measurement Microsystems A-Z Inc. utilized £0.2 million of the Group's net operating cash flows, paid £nil in respect of net returns on investments and servicing of finance, and utilized £nil for capital expenditure and financial investment.

20 Share capital

Called-up share capital

2000

On February 23, 2000, the Company's shareholders approved an increase in the authorized share capital of the Company by approving the creation of 200,000 Series A Convertible Preference Shares ("Preference Shares") of US$100 nominal value each. On February 25, 2000, the directors issued 200,000 Preference Shares for consideration of US$20,000,000. In April 2000, all of the issued Preference Shares were automatically converted to 1,263,423 ordinary shares at the conversion rate of US$15.83 per ordinary share. All of the unissued Preference Shares were also cancelled at that time and the authorized share capital was reduced accordingly.

On March 13, 2000, the Company's shareholders approved an increase in the authorized share capital of the company by approving the creation of an additional 6,000,000 ordinary shares of 2p nominal value each. On the same date, the Company's shareholders approved a subdivision of each authorized and issued 2p ordinary share of the Company into six ordinary shares of 1 / 3 p each.

F-23

On April 11, 2000, the Company issued 21,900,000 ordinary shares of 1 / 3 p each for a total cash consideration of £200,060,000 net of issuance costs.

On September 19, 2000, the Company issued 3,064,548 ordinary shares of 1 / 3 p each for a total cash consideration of £97,332,000 net of issuance costs.

During 2000, the Company also issued 2,413,145 ordinary shares of 1 / 3 p each under the 1995 and 1998 Employee Share Option Schemes, including 47,274 shares to consultants upon the exercise of options as described below under "Ordinary share warrants and options issued to non-employees".

During 2000, the Company issued 1,410,972 shares to warrantholders upon the exercise of warrants as described below under "Ordinary shares warrants and options issued to non-employees".

On June 5, 2000, the Company issued 63,171 shares to Goldman Sachs International as payment of $1,000,000 of fees owed by the company in connection with financial advisory services performed by them.

With the exception of shares issued to warrantholders, all shares issued during the period have been issued at fair market price.

2001

On April 26, 2001, the Company's shareholders approved an increase in the authorized share capital of the company by approving the

Net Assets 69 Loss on disposal (69 ) Consideration —

2002

2001

2000

£000

£000

£000

Authorised 300,000,000 ordinary shares of 1 / 3 p each (2001 200,100,000; 2000 160,500,000) 1,000 667 535 Allotted, issued and fully paid 204,950,872 ordinary shares of 1 / 3 p each (2001 130,160,413; 2000 127,317,473) 683 434 424

creation of an additional 39,600,000 ordinary shares.

During 2001, the Company also issued 1,558,136 ordinary shares under the 1995 and 1998 Employee Share Option Schemes.

On January 25, 2001, the Company agreed to issue at a future date up to 2,108,957 ordinary shares to the shareholders of Measurement Microsystems A-Z Inc. ("MM") as consideration for the acquisition of the entire share capital of MM. Issue of 702,986 shares was contingent upon the achievement of performance milestones by MM employees. At December 31, 2001, 1,282,304 ordinary shares had been issued under the agreement and 826,653 remained to be issued.

2002

During 2002, the Company issued 320,657 ordinary shares under the 1995 and 1998 Employee Share Option Schemes and 1,559 ordinary shares under the 2001 Approved Share Save Scheme.

During 2002, the Company issued 577,243 ordinary shares to the shareholders of Measurement Microsystems A-Z Inc. Following the determination that 195,845 ordinary shares subject to performance milestones will not be issued, a total of 53,565 shares remain to be issued under the agreement with the MM shareholders dated January 25, 2001.

On February 1, 2002, the Company issued 12,891,000 ordinary shares of 1 / 3 p each, at £1.21 each, to Marconi plc in consideration for the acquisition of the Marconi Optical Component Business.

On November 5, 2002, the Company's shareholders approved an increase in the authorized share capital of the Company by approving the creation of an additional 99,900,000 ordinary shares.

F-24

On November 11, 2002, the Company issued 61,000,000 ordinary shares of 1 / 3 p each, at £0.78 each, to Nortel Networks Corporation in consideration for the acquisition of the Optical Amplifier and Optical Transmitter and Receiver Businesses.

Employee share option schemes

At December 31, 2002, the Group had four employee share option schemes, details of which are set out below.

1995 Scheme

Pursuant to the 1995 Employee Share Option Scheme (the "1995 Scheme"), options to purchase ordinary shares were granted to employees during the period from July 10, 1995 to September 29, 1998. At December 31, 2001 there were no options authorized for future issuance under this scheme and there were 695,735 share options outstanding. The options expire ten years after the date of grant and are exercisable to the extent vested. Vesting generally occurs at the rate of one-third each at 18 months, 30 months and 42 months after the date of grant. All share options were granted for nil consideration. The scheme is unapproved by the UK Inland Revenue.

1998 Scheme

At December 31, 2002 there were 20,460,658 share options outstanding. The options expire ten years after the date of grant and are exercisable to the extent vested. Except as set out below, vesting generally occurs at the rate of one-third each at 18 months, 30 months and 42 months after the date of grant.

Included in the above are a total of 3,754,882 performance options that were outstanding at December 31, 2002 under the 1998 Scheme. Certain of these options vest at the rate of one-quarter every six months based on the achievement of specific targets. Where targets are exceeded by a defined percentage, there is a potential for one-half of the options to vest at the end of each six-month period. Other options will only vest if specific highly defined performance criteria are met.

If these targets are not met, these options will vest in full in four to seven years after the date of grant as specified in the individual option certificates. The total amount of shares subject to options granted does not vary as a result of the potential earlier vesting.

All share options granted under the 1998 Scheme have been granted for nil consideration. The scheme is unapproved by the UK Inland Revenue.

2001 Approved Employee Share Option Scheme

The 2001 Approved Employee Share Option Scheme was approved by shareholders in February 2000. All executive directors and employees are eligible to participate. Options are granted at no cost at the discretion of the board, and vesting may include performance conditions. The option price is the market value of the Group's shares on the date of the grant, and options vest between three and ten years from date of grant. At December 31, 2002, the total options authorized for future issuance under this scheme, when combined with the 1998 Scheme and the 2001 Approved Sharesave Scheme, did not exceed 10% of the issued ordinary share capital of the Company, excluding shares

F-25

subject to rights granted under any of the Company's employee share schemes prior to April 18, 2000. The scheme has been approved by the Inland Revenue.

2001 Approved Sharesave Scheme

The Approved Sharesave Scheme was approved by shareholders in February 2000. All full time directors and all employees with five years service or such shorter period as the board determines and those that the board deems appropriate, are eligible to participate in the scheme. Options to be issued under the scheme are dependent on the savings made by the employee and the option price determined by the board, which shall be not less than 85% of the mid-market price on the date preceding the date which the employees are invited to apply for options. Options will normally be exercisable for three to five years from the commencement of the savings contract established by the employee. At December 31, 2002, the total options authorized for future issuance under this scheme, when combined with the 1998 Scheme and the 2001 Approved Employee Share Option Scheme, did not exceed 10% of the issued ordinary share capital of the Company, excluding shares subject to rights granted under any of the Company's employee share schemes prior to April 18, 2000. There were 722,785 options outstanding under the scheme. The scheme has been approved by the Inland Revenue.

Stock compensation expense

The Group has granted share options to certain employees at exercise prices below the fair market value of the underlying ordinary shares at the date of grant. The differences have been charged to the profit and loss account over the vesting period of the options. The stock compensation expense was £193,000 in the year ended 31 December 2002 (2001 £329,000; 2000 £531,000).

Ordinary share warrants and options issued to non-employees

During 1997 and 1998, the Company issued warrants to purchase 99,466 and 21,000 ordinary shares respectively to non-employees in connection with the issuance of share capital. These warrants were immediately exercisable at prices between £6.50 and £9.20 per share and expired on October 3, 2000. 1,000 warrants were subsequently cancelled. All the remaining warrants were exercised during 2000.

During 1999, the Company issued a warrant to purchase 137,988 ordinary shares to a leasing company. The warrant was immediately exercisable at £7.20 per share and expires on April 11, 2004. During 2001, no warrants were exercised and warrants in respect of 131,262 shares were exercisable as of December 31, 2002.

During 1999, the Group granted share options to three consultants to purchase 57,600 ordinary shares under the 1998 Scheme. These options vested upon the completion of specified performance requirements, all of which were met in the year ended 31 December 2000. Options over 48,000 shares are exercisable at £6.50 per share and options over 9,600 shares are exercisable at £7.20 per share. During 2001 no options were exercised. During 2002 the Group granted share options to one consultant to purchase 400,000 ordinary shares under the 1998 Scheme. 25,000 of these shares vested immediately and the remaining 375,000 vest upon completion of specified performance criteria. During 2002, no options were exercised. The remaining options expire ten years from the date of grant.

F-26

The profit and loss account includes a charge of £83,000 (2001 £173,000) in respect of warrants and options granted to non-employees.

During the 2002, the Company issued a warrant to purchase 9,000,000 ordinary shares to Nortel Networks Inc as part of the purchase price for the acquisition of NNOC, which is exercisable at the option of Nortel Networks. The warrant was immediately exercisable and expires on November 8, 2012.

No shares have been authorized for future issuance of warrants. The number of shares reported in this note does not reflect the six-for-one share split approved on March 13, 2000.

A summary of the share option movements is given below:

F-27

21 Reconciliation of movements in shareholders' funds

Other reserves comprise of shares issued to warrant holders and non-employees in consideration for services performed (£2,232,000), shares reserved for issue in connection with the acquisition of NNOC (£7,018,000), shares issued to employees at values below the fair market value at date of issue (£1,377,000), and shares reserved for issue in connection with the acquisition of Measurement Microsystems A-Z Inc.(£113,000).

22 Pensions

The Group pays contributions into the Group's defined contribution pension scheme for directors and employees.

Range of exercise prices

Options outstanding

Weighted average exercise

price

£

Outstanding as at January 1, 2000 £0.003-£3.10 11,180,394 1.03 Granted £4.322-£36.05 3,354,210 12.56 Exercised £0.003-£1.36 (2,413,145 ) 0.68 Cancelled £0.75-£36.05 (93,074 ) 3.17 Outstanding as at December 31, 2000 £0.003-£36.50 12,028,385 4.28 Granted £1.12-£7.03 6,559,192 2.09 Exercised £0.003-£1.083 (1,556,338 ) 0.35 Cancelled £1.20-£36.50 (2,960,913 ) 7.51 Outstanding as at December 31, 2001 £1.083-£36.50 14,070,326 3.31 Granted £0.70-£1.22 10,715,413 0.86 Exercised £0.186-£1.083 (322,216 ) 0.39 Cancelled £0.70-£36.05 (2,584,345 ) 3.59 Outstanding as at December 31, 2002 £0.70-£36.05 21,879,178 1.86

Share capital

Share premium account

Other reserve

Profit and loss account

Total shareholders'

funds

£000

£000

£000

£000

£000

At January 1, 2000 324 7,420 695 8,487 16,926 Loss for the year — — — (29,065 ) (29,065 ) Shares issued 100 338,238 — — 338,338 Share issue costs — (24,270 ) — — (24,270 ) Translation adjustment — — — (1 ) (1 ) Stock compensation expense — — 531 — 531 Warrant/non-employee option expense — — 1,603 — 1,603 At December 31, 2000 424 321,388 2,829 (20,579 ) 304,062 Loss for the year — — — (113,238 ) (113,238 ) Shares issued/to be issued 10 16,764 2,385 — 19,159 Refund of share issue costs — 424 — — 424 Translation adjustment — — — (39 ) (39 ) Stock compensation expense — — 329 — 329 Warrant/non-employee option expense — — 173 — 173 At December 31, 2001 434 338,576 5,716 (133,856 ) 210,870 Loss for the year — — — (101,360 ) (101,360 ) Arising on share issues 249 63,291 — — 63,540 Warrants issued relating to acquisition — — 7,020 — 7,020 Shares issued in respect of conversion of warrants — 2,272 (2,272 ) — — Refund of share issue costs — 48 — — 48 Translation adjustment — — — 44 44 Stock compensation expense — — 193 — 193 Warrant/non employee option expense — — 83 — 83 At December 31, 2002 683 404,187 10,740 (235,172 ) 180,438

The Group also has a defined contribution plan for the benefit of one director.

The Group's contributions to the plans are charged to the profit and loss account in the year to which they relate. The Group does not accept any responsibility for the benefit gained from these schemes. Accordingly, the Group has no other liability in respect of these pension arrangements. There were no amounts outstanding in respect of payments due to pension plans at December 31, 2002 (2001 £nil).

F-28

23 Commitments

(1) Capital commitments

Amounts contracted for but not provided in the financial statements amount to £nil for the Group at December 31, 2002 (2001: £2,795,000).

(2) Operating leases

Annual commitments under non-cancellable operating leases are as follows:

(3) Finance lease commitments

Commitments for future minimum payments under finance leases are as follows:

24 Reconciliation of operating loss to net cash flow from operating activities

2002

2001

£000

£000

Land and buildings Operating leases which expire: Within one year 651 679

In the second to fifth years inclusive 1,419 49

After the fifth year 110 1,803 2,180 2,531 Other

Operating leases which expire: Within one year 238 13

In the second to fifth years inclusive 127 112 365 125

2002

2001

£000

£000

Within one year — 897

2002

2001

2000

£000

£000

£000

Operating loss (106,701 ) (124,165 ) (38,635 ) Loss on disposal of subsidiary undertaking 69 — — Depreciation, amortisation and impairment charge 38,678 66,180 4,607 Stock compensation expense 193 329 531 Warrant/non-employee option expense 137 — 1,403 (Profit)/loss on sale of fixed assets (44 ) (8 ) 20 Decrease/(increase) in stocks 12,635 4,397 (6,204 ) Decrease/(increase) in debtors (17,833 ) 8,238 (10,511 ) Increase in creditors 11,078 1,553 9,723

F-29

25 Analysis of net funds

26 Financial instruments

The Group's financial instruments comprise finance leases, cash and liquid resources, loans and various items, such as debtors and creditors, that arise directly from its operations. It is, and has been throughout the period under review, the Group's policy that no trading in financial instruments shall be undertaken. The main risks arising from the Group's financial instruments are interest rate risk and foreign currency risk. The Group's current policy is not to enter into forward currency contracts or hedges, and to centrally manage and invest surplus cash in a variety of money management securities.

Interest rate risk

The Group finances its operations through a mixture of shareholders' funds, loan notes, finance leases and working capital. Throughout the period, the Group's only exposure to interest rate fluctuations was on its cash deposits.

The Group monitors its interest rate risk on cash balances primarily through cash flow forecasting. Cash which is surplus to immediate requirements is invested in short-term deposits with banks with maturity dates of up to three months and invested in overnight money market accounts.

Foreign currency risk

As the Group has grown and become increasingly multinational in scope, it has become more subject to fluctuations based upon changes in the exchange rates between the currencies in which it collects revenue and pays expenses. In the future it is expected that a substantial portion of the revenues will be denominated in U.S. dollars, while the majority of expenses will continue to be denominated in pounds sterling. In addition, the loan notes issued in connection with the acquisition from Nortel Networks are denominated in U.S. dollars. The Group therefore anticipates engaging in currency hedging transactions in an effort to cover any exposure to such fluctuations, and may be required to convert currencies to meet its obligations.

F-30

Short-term debtors and creditors

Short-term debtors and creditors have been excluded from all the following disclosures, other than currency risk disclosures.

Interest rate risk profile of financial assets and liabilities

Financial assets

Increase/(decrease) in provisions for liabilities and charges 104 (909 ) 899 Net cash outflow from operating activities (61,684 ) (44,385 ) (38,167 )

Cash at bank and in hand

Restricted cash

Short investments

Finance leases

Loans

Total

£000

£000

£000

£000

£000

£000

At January 1, 2000 1,685 2,250 7,215 (3,631 ) — 7,519 Cash flow 262,949 (1,800 ) (5,690 ) 1,377 — 256,836 Translation difference (1 ) — — — — (1 ) At December 31, 2000 264,633 450 1,525 (2,254 ) — 264,354 Cash flow (79,819 ) (450 ) (1,525 ) 1,357 — (80,437 ) At December 31, 2001 184,814 — — (897 ) — 183,917 Cash flow (79,396 ) — — 897 — (78,499 ) Loans arising on acquisitions — — — — (31,359 ) (31,359 ) At December 31, 2002 105,418 — — — (31,359 ) 74,059

The currency profiles of the Group's financial assets were:

Interest earned on floating rate financial assets varies according to changes in bank deposit account interest rates.

Financial liabilities

The currency profile of the Group's financial liabilities at 31 December is as follows:

Currency exposure of net monetary assets/liabilities

The below shows the Group's currency exposures; in other words, those transactional (or non-structural) exposures that give rise to the net currency gains and losses recognised in the profit and

F-31

loss account. Such exposures comprise the monetary assets and monetary liabilities of the Group that are not denominated in the operating (or "functional') currency of the operating unit involved.

Functional currency of Group operations

2002

2001

£000

£000

Floating rate financial assets: Sterling 102,879 180,465

Canadian dollars 1,464 51

US dollars 802 3,471

Swiss francs 247 —

Euro 22 824

Japanese yen 4 3 105,418 184,814

2002

2001

£000

£000

Fixed rate financial liabilities: US dollars 31,058 —

Swiss francs 301 — 31,359 —

Fixed Rate financial liabilities

Currency

Weighted average Interest rate

Weighted average period for which

rate is fixed

%

years

US dollars 5.6 3.8 Swiss francs 5.0 10

Net foreign currency monetary assets/(liabilities)

Sterling

US Dollar

Euro

Other

Total

£000

£000

£000

£000

£000

2002 Sterling — (20,812 ) (439 ) (318 ) (21,569 ) Canadian dollars — (108 ) — — (108 )

Maturity of financial liabilities

Fair value

In the opinion of the directors, there was no difference between the fair value of the Group's financial instruments and their carrying value. Fair values are assessed by reference to market values and discounted cash flows.

Borrowing facilities

At December 31, 2002 the Group had no undrawn lines of credit or other borrowing facilities in place.

27 Related party transactions

During 1998, the Group entered into a contract with Lori Holland for the provision of consultancy services. Lori Holland became a director in 1999. In respect of her consultancy services, Lori Holland received £23,000 (2001 £59,000).

During 2002, £nil (2001 £nil) was charged to the profit and loss account on revaluation of the options received in respect of consultancy services which vested in 2000. Lori Holland exercised none

F-32

of these options during 2002. All options had vested and 42,723 options were outstanding at December 31, 2002.

During the year the Group entered into transactions, in the ordinary course of business, with other related parties. Transactions entered into, and trading balances outstanding at December 31, are as follows:

28 Subsequent events

Subsequent to year-end the Company announced significant reductions in manufacturing and development activities in the ASOC product

Swiss francs (23 ) (24 ) (12 ) — (59 ) Total (23 ) (20,944 ) (451 ) (318 ) (21,736 ) 2001

Sterling — 3,461 654 (61 ) 4,054

2002

2001

£000

£000

In one year or less or on demand 30 —In more than one year but not more than two 30 —In more than two years but not more than five 31,148 —In more than five years 151 — 31,359 —

Sales to related party

Purchases from related party

Amounts owed from

related party

Amounts owed to

related party

£000

£000

£000

£000

Related party Marconi Communications 2002 13,179 1,346 6,919 —

2001 3,205 4 — — Nortel Networks 2002 10,845 526 8,425 (524 )

2001 8,989 1,606 433 (121 ) Marconi Communications has a 6.3% interest in the Company Nortel Networks has a 29.9% interest in the Company

line, further reducing the Company's overhead structure and reducing the level of revenue required to reach the breakeven point for the Company.

An impairment of £27 million and £1.2 million relating to tangible fixed assets and inventory respectively relating to the closure, have been included in the results for the year.

29 Claims and Litigation

On 7 November 2001, a class action complaint was filed against the Company and others in the United States District Court for the Southern District of New York. The complaint names as defendants the Company, Goldman, Sachs & Co. and FleetBoston Robertson Stephens Inc., two of the underwriters of the Company's initial public offering in April 2000 (the "Underwriters"), and Andrew G. Rickman, Stephen J. Cockrell and David Simpson, each of whom was an officer and/or Director at the time of the initial public offering. The complaint asserts claims under certain provisions of the security laws of the United States.

The complaint alleges, among other things, that the prospectus for the Company's initial public offering was materially false and misleading in describing the compensation to be earned by the Underwriters in connection with the offering, and in not disclosing certain alleged arrangements among the Underwriters and initial purchasers of ordinary shares from the Underwriters. The complaint seeks unspecified damages (or in the alternative rescission for those class members who no longer hold Ordinary Shares), costs, attorneys' fees, experts' fees, interest and other expenses. The Company believes it has meritorious defences and indemnification rights to such claims and therefore believes that such claims will not have a material effect on the Company.

F-33

30 Differences between UK GAAP and US GAAP

The consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United Kingdom ("UK GAAP") which differ in certain material respects from US generally accepted accounting principles ("US GAAP"). The differences applicable to the Group are presented below.

The following table provides a reconciliation of the loss for the financial year, total assets and equity shareholders' funds prepared under UK GAAP to the equivalent information prepared under US GAAP:

2002

2001

2000

£000

£000

£000

Loss for the financial year under UK GAAP (101,360 ) (113,238 ) (29,065 ) US GAAP Adjustments: National insurance contributions on stock options (a) — (907 ) 1,073

Decrease amortisation of goodwill (b) 442 340 —

Additional amortisation of intangible assets (b) (1,684 ) — —

Decrease impairment of intangible assets (b) — 6,114 —

Decrease depreciation of tangible assets (b) 1,453 — —

In-process research and development (b) (8,810 ) (6,454 ) — Net loss as adjusted to accord with US GAAP (109,959 ) (114,145 ) (27,992 )

2002

2001

2000

£000

£000

£000

Equity shareholders' funds under UK GAAP 180,438 210,870 304,062 US GAAP Adjustments: Goodwill

Cost (b) (35,352 ) (17,169 ) —

Amortization (b) 442 17,169 —

Net — (34,910 ) — —

Intangible assets

Cost (b) 19,460 (6,085 ) —

Amortization (b) (680 ) 6,085 —

Net 18,780 — —

(a) National Insurance contributions on share option gains Under UK legislation, National Insurance Contributions are payable by employers on gains made by employees under certain share option schemes. The payment only falls due when the employee realizes a gain on the exercise of a share option. Under UK GAAP, provision is made for the potential future cost to the Company by

F-34

charging the expected future cost on a straight-line basis over the vesting period of the options, making adjustment at each balance sheet date for changes in value of the expected gain. Under US GAAP, provision for National Insurance liabilities on share options is only made during the period to the extent that the options have been exercised.

(b) Acquisition accounting

(i) Determination of cost of investment, fair value of assets acquired and treatment of identifiable intangible fixed assets. Under UK GAAP the total consideration, including contingent consideration, has been recorded as an investment by Bookham Technology plc. The fair value of consideration in the form of ordinary shares is measured at the completion (closing) date. The identifiable assets acquired and liabilities assumed are those of the acquired entity that existed at the date of acquisition. Identifiable assets and liabilities are those that are capable of being disposed of or settled separately, without disposing of the business of the entity, and are measured at fair values that reflect the condition at acquisition. Separately identifiable intangible fixed assets are only recognised to the extent that they do not increase or create negative goodwill. Under US GAAP, the consideration paid, excluding the contingent consideration that has not been earned, has been recorded as an investment. The fair value of consideration in the form of ordinary shares is measured at the date of announcement, rather than the date of completion, of the acquisition. The consideration is allocated to all identifiable assets acquired and liabilities and independent valuations are used as an aid in determining estimated fair values. If negative goodwill arises after the initial allocation of the consideration to all identifiable assets and liabilities, then the values of the tangible assets are reduced proportionally so as to eliminate the negative goodwill arising.

In the case of the acquisition of Measurement Microsystems A-Z Inc. in 2001, under UK GAAP additional consideration in excess of that recorded under US GAAP was recognized, representing the expected contingent consideration at the date of acquisition. This additional consideration was fully impaired in 2001 along with all of the cost of investment in Measurement Microsystems A-Z Inc.

In the case of the acquisition of MOC in 2002, no difference arose on the value of the consideration under UK GAAP and US GAAP; however, different fair values were ascribed to the intangible and tangible assets acquired under UK GAAP to those under US GAAP due to the different asset recognition criteria described above. Although identical economic useful lives are used under both UK GAAP and US GAAP, as a result of these different asset values, a difference arises between UK GAAP and US GAAP on the amortization and depreciation charged on the assets.

In the case of the acquisition of NNOC in 2002 under UK GAAP consideration in excess of that recorded under US GAAP was recognized due to the increase in Bookham Technology plc's share price between the date of announcement of the acquisition and the date of completion of the acquisition. Different fair values were ascribed to the intangible and tangible assets acquired under UK GAAP to those under US GAAP due to the different asset recognition criteria described above. Although identical economic useful lives are used under both UK GAAP and US GAAP, as a result of these different asset values, a difference arises between UK GAAP and US GAAP on the amortization and depreciation charged on the assets.

(ii) In-process research and development (IPR&D). Under UK GAAP the excess of the total consideration over the fair value of the net assets acquired represents goodwill and is included in intangible assets on the balance sheet. Under US GAAP the excess of the total consideration over the

F-35

fair value of the net assets and in-process research and development (IPR&D) represents goodwill and is included in intangible assets on the balance sheet. IPR&D is charged to the profit and loss account at the date of the acquisition.

Tangible assets

Cost (b) (60,598 ) (32,957 ) —

Amortization (b) 50,626 (32,957 ) —

Net (9,972 ) — —

Provision for liabilities and charges

National insurance contributions on stock options (a) 79 79 988

Shareholders' equity under US GAAP 154,415 210,949 305,050

(iii) Impairment charges Under UK and US GAAP intangible fixed assets and tangible fixed assts are reviewed for impairment if events or changes in circumstances indicate that the carrying value may not be recoverable. Under UK GAAP the assessment is carried out using discounted cash flows whereas under US GAAP discounted cash flows are only used in the event that undiscounted cash flows indicate an impairment may exist. In the event that an impairment charge is required, this is reflected through an increase in accumulated amortisation/depreciation for the asset but under US GAAP, this is reflected through a reduction in the cost element of the asset.

The overall differences between UK GAAP and US GAAP arising from (i), (ii) and (iii) above as they relate to each acquisition and the impact on the net loss as adjusted to accord with US GAAP is summarised below:

F-36

The overall differences between UK GAAP and US GAAP arising from points (i), (ii) and (iii) above as they relate to each acquisition and the impact on shareholders equity under US GAAP is summarised below:

2002

2001

2000

£000

£000

£000

Decrease amortisation of goodwill Measurement Microsystems A-Z Inc. (i) — 340 —

NNOC (i) 442 — — 442 340 — Additional amortisation of intangible assets MOC (i) (1,294 ) — —

NNOC (i) (390 ) — — (1,684 ) — — Decrease impairment of intangible assets Measurement Microsystems A-Z Inc. (iii) — 6,114 — — 6,114 — Decrease depreciation of tangible assets MOC (i) 1,351 — —

NNOC (i) 102 — — 1,453 — — In-process research and development Measurement Microsystems A-Z Inc. (ii) — (6,454 ) —

MOC (ii) (4,197 ) — —

NNOC (ii) (4,613 ) — — (8,810 ) (6,454 ) —

2002

2001

2000

£000

£000

£000

Goodwill Cost

Measurement Microsystems A-Z Inc. (i) — (7,056 ) —

Measurement Microsystems A-Z Inc. (iii) — (10,113 ) —

NNOC (i) (35,352 ) — — (35,352 ) (17,169 ) —

F-37

(c) Non-employee compensation Under US GAAP, the fair value of warrants and options issued to non-employees is recognised as an asset and credited to a separate capital reserve on issue and taken to the profit and loss account over the period in which the related services are received. The non-employee stock compensation attributable to research and development, cost of net revenues, and selling and general administrative expenses is disclosed on the face of the financial statements. Under UK GAAP, the fair value is charged to the profit and loss account on the same basis as for US GAAP but the full credit is not immediately recognised in shareholders' equity. The charge to the profit and loss account is credited to other reserves each year.

(d) Consolidated statement of cash flows The US GAAP cash flow statement reports changes in cash and cash equivalents, which include short-term highly liquid investments. Only three categories of cash flow are reported: operating activities (including tax and interest); investing activities (being capital expenditure, acquisitions and disposals); and financing activities. Under UK GAAP cash does not include short term deposits and investments which cannot be withdrawn without notice, and without incurring a penalty. Such items are shown as short term investments. Under US GAAP, deposits with a maturity of less than three months at inception which are convertible into known amounts of cash are included as cash and cash equivalents except amounts held in collateral accounts as security for outstanding obligations which are classified as restricted cash.

(e) Comprehensive income statement The requirement of FAS 130 to provide a comprehensive income statement is met by the Statement of total recognised gains and losses (page F-5). If comprehensive income were presented in accordance with US GAAP, the

Amortization

Measurement Microsystems A-Z Inc. (i) — 7,056 —

Measurement Microsystems A-Z Inc. (iii) — 10,113 —

NNOC (i) 442 — — 442 17,169 — Intangible assets Cost

Measurement Microsystems A-Z Inc. (i) — 879 —

Measurement Microsystems A-Z Inc. (iii) — (6,993 ) —

MOC (i) 6,173 — —

NNOC (i) 14,292 — — 20,465 (6,114 ) — Amortization Measurement Microsystems A-Z Inc. (i) — (879 ) —

Measurement Microsystems A-Z Inc. (iii) — 6,993 —

MOC (i) (1,294 ) — —

NNOC (i) (390 ) — —

Net (1,684 ) 6,114 — Tangible assets Cost

MOC (i) (6,173 ) — —

NNOC (i) (5,252 ) — —

Impairment of other tangible fixed assets (iii) (32,957 ) (32,957 ) — (44,382 ) (32,957 ) —

Amortization

MOC (i) (1,351 )

NNOC (i) (102 ) — —

Impairment of other tangible fixed assets (iii) 32,957 32,957 — 34,410 32,957 —

difference would be the difference between the loss for the financial year under UK GAAP and the net loss under US GAAP as described above.

Condensed consolidated US GAAP financial information in UK sterling and US dollars

The following information is provided for the convenience of US shareholders. The sterling amounts have been translated solely for the convenience of the reader at US$1.61 = £1.

F-38

BOOKHAM TECHNOLOGY PLC

CONDENSED CONSOLIDATED PROFIT AND LOSS ACCOUNTS UNDER US GAAP

for the year ended December 31,

2002

2002

2001

2000

$000

£000

£000

£000

Net revenues: 55,711 34,603 21,921 26,301 Cost of net revenues 88,125 54,736 36,109 (31,989 ) Gross loss (32,414 ) (20,133 ) (14,14,269 ) (5,687 ) Operating expenses Research and development 55,622 34,548 39,152 17,355 Selling, general and administrative 28,339 17,602 15,830 13,875 IPR&D 14,184 8,810 6,454 — Impairment loss 45,172 28,057 48,879 — Closure costs 8,254 5,127 — — National insurance on stock options — — 127 171 Stock-based compensation 230 143 242 393 Total costs and expenses 151,882 94,337 110,771 31,932 Operating loss (184,215 ) (114,420 ) (124,953 ) (37,481 ) Other income/(expense) Grant and other income 283 176 76 61 Interest income 9,330 5,795 11,405 10,144 Interest expense (731 ) (454 ) (478 ) (574 ) Gain/(loss) on foreign exchange (1,700 ) (1,056 ) (195 ) (316 ) Total other income, net 7,182 4,461 10,808 9,315 Loss before income taxes (177,033 ) (109,959 ) (114,145 ) (28,166 ) Provision for income taxes — — — — Net loss before effect of change in accounting policy (177,033 ) (109,959 ) (114,145 ) (28,116 ) Cumulative effect of change in accounting policy — — — 174 Net loss (177,033 ) (109,959 ) (114,145 ) (27,992 ) Before cumulative effect of change in accounting policy and net loss per ordinary share and ADS (basic and diluted) (£)

(1.17

) (0.73

) (0.89

) (0.24

)

Weighted average ordinary shares outstanding 150,996,196 150,996,196 128,533,108 116,231,841 Stock-based compensation, as below is excluded from the following categories: Research and development 26 16 36 37 Selling, general and administrative expenses 204 127 206 356 Total 230 143 242 393 Stock-based compensation, as below is included in the following categories: Cost of net revenues 81 50 87 138 Total 81 50 87 138

F-39

BOOKHAM TECHNOLOGY PLC

CONDENSED CONSOLIDATED BALANCE SHEETS UNDER US GAAP

as at December 31,

F-40

BOOKHAM TECHNOLOGY PLC

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW UNDE R US GAAP

for the year ended December 31,

2002

2002

2001

$000

£000

£000

Assets Current assets Cash and cash equivalents 169,723 105,418 184,814 Accounts receivable 28,627 17,781 822 Inventories 38,123 23,679 2,564 Prepaid expenses and other current assets 5,835 3,624 4,179 Total current assets 242,308 150,502 192,379 Intangible assets, net 42,541 26,423 1,666 Property and equipment, net 66,767 41,470 34,579 351,616 218,395 228,624 Liabilities and shareholders' equity

Current liabilities Accounts payable 19,180 11,913 7,093 Short-term capital lease obligations — — 897 Accrued expenses and other liabilities 27,996 17,389 9,685 47,176 29,302 17,675 Loans 50,440 31,329 — Other long-term liabilities 5,392 3,349 — Total liabilities 103,008 63,980 17,675 Shareholders' equity: Ordinary shares:

1 / 3 p nominal value; 200,100,000 and 300,000,000 authorized; 130,160,413 and 204,950,872 issued and outstanding 1,100 683 434

Ordinary share warrants and options issued to non-employees 9,489 5,894 3,939 Additional paid-in capital 702,813 436,530 385,630 Deferred compensation — — (276 ) Accumulated other comprehensive income 10 6 (39 ) Accumulated deficit (464,804 ) (288,698 ) (178,739 ) Total shareholders' equity 248,608 154,415 210,949 351,616 218,395 228,624

2002

2002

2001

2000

$000

£000

£000

£000

Cash flows used in operating activities: Net loss (177,034 ) (109,959 ) (114,145 ) (27,992 )

Adjustments to reconcile net loss to net cash used in operating

F-41

EXHIBIT INDEX

activities: In-process research and development 14,184 8,810 6,454 — Depreciation, amortisation and impairment 61,932 38,467 59,726 4,607 Stock-based compensation 311 193 329 531 Expense related to warrants issued for services 134 83 173 1,603 Loss/(gain) on sale of property and equipment (71 ) (44 ) (8 ) 20 Assets and liabilities: Restricted cash — — 450 1,800 Accounts receivable, net (22,785 ) (14,152 ) 8,187 (7,193 ) Inventories, net 20,342 12,635 4,397 (6,204 ) Prepaid expenses and other current assets (5,926 ) (3,681 ) 51 (3,320 ) Accounts payable 7,760 4,820 (3,136 ) 8,202 Accrued expenses and other liabilities 10,331 6,417 4,687 1,623 Deferred revenue — — — (276 ) Net cash used in operating activities (90,822 ) (56,411 ) (32,835 ) (26,599 ) Cash flows used in investing activities Purchase of intangible assets (153 ) (95 ) (1,812 ) (486 ) Purchase of property and equipment (16,264 ) (10,102 ) (39,896 ) (28,280 ) Proceeds from sale of property and equipment 71 44 96 31 Acquisitions of business—net cash acquired (19,417 ) (12,060 ) (6,796 ) — Net cash used in investing activities (35,763 ) (22,213 ) (48,408 ) (28,735 ) Cash flows provided by financing activities Proceeds from issuance of ordinary shares 201 125 1,256 338,238 Issuance costs — — — (24,270 ) Share subscriptions receivable — — — 2 Repayment of capital lease obligations (1,444 ) (897 ) (1,357 ) (1,377 ) Net cash (used in) provided by financing activities (1,243 ) (772 ) (101 ) 312,593 Effect of exchange rate on cash — — — (1 ) Net (decrease)/increase in cash and cash equivalents (127,828 ) (79,396 ) (81,344 ) 257,258 Cash and cash equivalents at beginning of year 297,551 184,814 266,158 8,900 Cash and cash equivalents at end of year 169,723 105,418 184,814 266,158 Supplemental disclosure of non-cash transactions

Warrants and share options issued for services — — — 1,076 Warrants and shares issued for acquisitions 85,906 53,358 29,993 — Supplemental cash flow disclosure Interest paid 731 454 281 374

Exhibit number

Description of Exhibit

1.1

Memorandum of Association of Bookham Technology plc (previously filed as Exhibit 3.1 to Registration Statement on Form F-1, as amended (file no. 333-11698) dated April 11, 2000, and incorporated herein by reference).

1.2

Articles of Association of Bookham Technology plc, as amended through November 5, 2002 (previously filed as Exhibit 1.2 to Annual Report on Form 20-F for the year ended December 31, 2002, and incorporated herein by reference).

2.1

Specimen Ordinary Share Certificate (previously filed as Exhibit 4.1 to Registration Statement on Form F-1, as amended (file no. 333 -11698) dated April 11, 2000, and incorporated herein by reference).

2.2

Form of Deposit Agreement (previously filed as Exhibit 4.2 to Registration Statement on Form F-1, as amended (file no. 333 -11698) dated April 11, 2000, and incorporated herein by reference).

2.3 Form of ADR Certificate (included in Exhibit 2.2) (previously filed as Exhibit 4.3 to Registration Statement on Form F-1, as amended (file no. 333-11698) dated April 11, 2000, and incorporated herein by reference).

4.1

Acquisition Agreement dated as of October 7, 2002 between Nortel Networks Corporation and Bookham Technology plc (previously filed as Exhibit 1 to Schedule 13D filed by Nortel Networks Corporation on October 17, 2002, and incorporated herein by reference).

4.2*

Letter Agreement dated November 8, 2002 between Nortel Networks Corporation and Bookham Technology plc amending the Acquisition Agreement referred to in Exhibit 4.1.

4.3*

Optical Components Supply Agreement, dated November 8, 2002, by and between Nortel Networks Limited and Bookham Technology plc.

4.4

Relationship Deed dated November 8, 2002 between Nortel Networks Corporation and Bookham Technology plc (previously filed as Exhibit 4.4 to Annual Report on Form 20-F for the year ended December 31, 2002, and incorporated herein by reference).

4.5

Registration Rights Agreement dated as of November 8, 2002 among Nortel Networks Corporation, the Nortel Subsidiaries listed on the signature pages and Bookham Technology plc (previously filed as Exhibit 4.5 to Annual Report on Form 20-F for the year ended December 31, 2002, and incorporated herein by reference).

4.6

Series A Senior Unsecured Note Due 2007, as amended to change the identity of the Lender (previously filed as Exhibit 4.6 to Annual Report on Form 20-F for the year ended December 31, 2002, and incorporated herein by reference).

4.7

Series B Senior Secured Note Due 2005, as amended to change the identity of the Lender (previously filed as Exhibit 4.7 to Annual Report on Form 20-F for the year ended December 31, 2002, and incorporated herein by reference).

4.8

Agreement relating to the Sale and Purchase of the Business of Marconi Optical Components Limited, dated December 17, 2001, among Bookham Technology plc, Marconi Optical Components Limited and Marconi Corporation plc (previously filed as Exhibit 4.1 to Annual Report on Form 20-F for the year ended December 31, 2001, and incorporated herein by reference).

4.9

Supplemental Agreement to the Agreement relating to the Sale and Purchase of the Business of Marconi Optical Components Limited, dated January 31, 2002, among Bookham Technology plc, Marconi Optical Components Limited and Marconi Corporation plc (previously filed as Exhibit 4.2 to Annual Report on Form 20-F for the year ended December 31, 2001, and incorporated herein by reference).

4.10*

Global Procurement Agreement dated February 1, 2001 between Marconi Communications, Inc. and Bookham Technology plc (previously filed as Exhibit 4.3 to Annual Report on Form 20-F for the year ended December 31, 2001, and incorporated herein by reference).

4.11*

Letter Agreement dated January 10, 2003 between Marconi Communications, Inc. and Bookham Technology plc amending the Global Procurement Agreement referred to in Exhibit 4.10.

4.12

Service Agreement dated July 23, 2001, between Bookham Technology plc and Andrew G. Rickman (previously filed as Exhibit 4.4 to Annual Report on Form 20-F for the year ended December 31, 2001, and incorporated herein by reference).

4.13

Service Agreement dated July 23, 2001 between Bookham Technology plc and Giorgio Anania (previously filed as Exhibit 4.5 to Annual Report on Form 20-F for the year ended December 31, 2001, and incorporated herein by reference).

4.14

Lease dated May 21, 1997, between Bookham Technology plc and Landsdown Estates Group Limited, with respect to 90 Milton Park, Abingdon, England (previously filed as Exhibit 10.1 to Registration Statement on Form F-1, as amended (file no. 333-11698) dated April 11, 2000, and incorporated herein by reference).

4.15

Bonus Scheme 2002 (previously filed as Exhibit 4.12 to Annual Report on Form 20-F for the year ended December 31, 2001, and incorporated herein by reference).

8.1

List of Bookham Technology plc subsidiaries (previously filed as Exhibit 8.1 to Annual Report on

*

Form 20-F for the year ended December 31, 2002, and incorporated herein by reference).

10.1

Consent of Ernst & Young LLP.

10.2

Consent of PricewaterhouseCoopers.

12.1

Rule 13a-14(a)/15(d)-14(a) Certification of Chief Executive Officer.

12.2

Rule 13a-14(a)/15(d)-14(a) Certification of Chief Financial Officer.

13.1

Section 1350 Certification of Chief Executive Officer.

13.2

Section 1350 Certification of Chief Financial Officer.

Confidential treatment requested as to certain portions, which portions have been omitted and filed separately with the Commission.

QuickLinks

EXPLANATORY NOTE TABLE OF CONTENTS FORWARD-LOOKING STATEMENTS

Item 1: Identity of Directors, Senior Management and Advisers Item 2: Offer Statistics and Expected Timetable Item 3: Key Information

Selected Consolidated Financial Data EXCHANGE RATE INFORMATION RISK FACTORS

Item 4: Information on the Company

Item 5: Operating and Financial Review and Prospects

Item 6: Directors, Senior Management and Employees

Item 7: Major Shareholders and Related Party Transactions Item 8: Financial Information

Item 9: The Offer and Listing Item 10: Additional Information

Item 11: Quantitative and Qualitative Disclosure About Market Risk Item 12: Description of Securities Other Than Equity Securities Item 13: Defaults, Dividend Arrearages and Delinquencies Item 14: Material Modifications to the Rights of Security Holders and Use of Proceeds Item 15: Controls and Procedures Item 16A: Audit Committee Financial Expert Item 16B: Code of Ethics Item 16C: Principal Accountant Fees and Services Item 17: Financial Statements Item 18: Financial Statements Item 19: Exhibits

BOOKHAM TECHNOLOGY PLC INDEX TO CONSOLIDATED FINANCIAL STATEMENTS REPORT OF INDEPENDENT AUDITORS REPORT OF INDEPENDENT ACCOUNTANTS BOOKHAM TECHNOLOGY PLC CONSOLIDATED PROFIT AND LOSS ACCOUNT for the year ended December 31, BOOKHAM TECHNOLOGY PLC CONSOLIDATED STATEMENT OF TOTAL RECOGNISED GAINS AND LOSSES BOOKHAM TECHNOLOGY PLC CONSOLIDATED BALANCE SHEET as at December 31,

BOOKHAM TECHNOLOGY PLC CONSOLIDATED CASH FLOW STATEMENT for the year ended December 31, BOOKHAM TECHNOLOGY PLC NOTES TO THE FINANCIAL STATEMENTS BOOKHAM TECHNOLOGY PLC CONDENSED CONSOLIDATED PROFIT AND LOSS ACCOUNTS UNDER US GAAP for the year ended December 31, BOOKHAM TECHNOLOGY PLC CONDENSED CONSOLIDATED BALANCE SHEETS UNDER US GAAP as at December 31, BOOKHAM TECHNOLOGY PLC CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW UNDER US GAAP for the year ended December 31, EXHIBIT INDEX QuickLinks -- Click here to rapidly navigate through this document

Exhibit 4.3

EXECUTION COPY

Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions.

SUPPLY AGREEMENT

Nortel Networks Agreement No: 011634

OPTICAL COMPONENTS

SUPPLY AGREEMENT

By and Between

Nortel Networks Limited

And

Bookham Technology plc

TABLE OF CONTENTS

1. DEFINITIONS 1

2.

SCOPE

5

3.

PRODUCTS

9

4.

NORTEL'S PRODUCT QUALIFICATION AND ACCEPTANCE PROGRAM

12

5.

PRODUCT AND PROCESS CHANGES

14

6.

CERTIFICATION, QUALITY CONTROL AND RELIABILITY REQUIREMENTS, CAPACITY PLANNING, SUPPLY MANAGEMENT AND NORTEL'S AUDITING RIGHTS

18

7.

ORDERING

20

8.

DELIVERY

22

9.

PRICES AND PAYMENTS

25

10.

INSURANCE, TITLE, AND RISK OF LOSS

27

11.

ACCEPTANCE OR REJECTION

28

i

EXHIBITS

ii

This Optical Components Supply Agreement (this " Agreement ") is entered into by and between Nortel Networks Limited, (hereinafter collectively referred to as " NNL ") and Bookham Technology plc (hereinafter referred to as " BT ").

WITNESSETH that the Parties agree as follows:

1. DEFINITIONS

12. WARRANTY 29

13.

REPAIR PROCEDURES

30

14.

REPAIR SERVICES

32

15.

CONTINUING AVAILABILITY OF PRODUCT

35

16.

DOCUMENTATION

35

17.

CONFIDENTIAL INFORMATION

36

18.

INDEMNIFICATION

37

19.

HAZARDOUS MATERIALS

38

20.

COUNTRY OF ORIGIN, INTERNATIONAL TRADE

39

21.

COMPLIANCE WITH LAWS

40

22.

CONSEQUENTIAL DAMAGES AND LIMITATION OF LIABILITY

41

23.

FORCE MAJEURE

41

24.

TERM

41

25.

TERMINATION AND CONTINUING RIGHTS

41

26.

NOTICES

43

27.

GOVERNING LAW

43

28.

DISPUTE RESOLUTION

44

29.

GRANT OF LICENSE

44

30.

GENERAL

46

Exhibit A —Product Lists, Share Allocation and Custom Products Exhibit A-1 —Minimum Commitment Exhibit A-2 —Products in Development Exhibit B —Specifications Exhibit C —Demand Pull Exhibit D —Monthly Reports Exhibit E —Procedures for Electronic Communication Exhibit F —Certification Exhibit G —Prohibited Manufacturers

1.1 As used herein: (a) " Acceptance Date " has the meaning specified in Section 4.1.

(b) " Acceptance Program " has the meaning specified in Section 4.1.

(c) " Acquisition Agreement " means the Acquisition Agreement between the Parties, dated as of the Effective Date hereof.

(d) " AMPS Family " means components or subsystems that amplify an optical signal in digital optical communication systems.

(e) " ARO " means after receipt of a Purchase Order or Release.

(f) " Assist " mean goods and services supplied directly or indirectly, by Nortel or Nortel Affiliates to Supplier free of charge or at a reduced cost for use in connection with the production of imported goods, such as: raw materials, components, parts used or incorporated into imported goods; tools, dies, moulds and other equipment used to produce the finished goods; any materials used to produce the finished goods being imported; engineering, development work, art work, designs, plans, sketches undertaken anywhere other than the county of import.

(g) " Blanket Purchase Order " means an internal Nortel mechanism issued for Products to support the Demand-Pull Program. Blanket Purchase Orders (i) do not indicate a Delivery Date, (ii) may be issued by Nortel or Nortel Affiliate under the Demand Pull Program of this Agreement, and (iii) are non-binding except to the extent Releases are subsequently issued for specific quantities of the Products.

(h) " Business " means the Business as defined in the Acquisition Agreement.

(i) " Business Continuity Plan " means a plan to be put into effect if a site becomes unable to produce Products for any reason, including Force Majeure, for a period of more than five (5) continuous days.

(j) " Business Day " means any day other than a Saturday, Sunday, or any statutory holiday observed in the jurisdiction where a right is to be exercised or an obligation to be executed hereunder.

(k) " Change " has the meaning specified in Section 5.1.

(l) " Closing " means the Closing as defined in the Acquisition Agreement.

(m) ' Closing Date " means the Closing Date as defined in the Acquisition Agreement.

(n) " Committed Delivery Dates " means, as applicable, (i) the dates specified by Supplier for delivery of Products covered under each Nortel Forecast pursuant to the Demand-Pull Program; or (ii) the dates specified by Supplier for delivery of Products ordered by Nortel pursuant to a Purchase Order.

(o) " Delivery Date " means the date specified in a Release or as mutually agreed upon pursuant to a Purchase Order, in either event, when the Products are to be delivered.

1

(p) " Demand-Pull Program " means Nortel's ordering process as described in Section 7 (Ordering) and Exhibit C hereto.

(q) " Documentation " means the documentation as described in Section 16.

(r) " Effective Date " means the Closing Date as defined in the Acquisition Agreement.

(s) " Epidemic Failure " means that a [**] Product (whether in the installed base or in stock at Nortel, Nortel Affiliate, Nortel customers or distributors) has experienced in any [**] period a FIT rate, measured on Field Returns, in excess of [**] times the FIT rate as specified in the applicable Specification for the Product and such failure affects Product functionality.

(t) " Failures in Time (FIT) " means number of failures in one billion 1,000,000,000 (10 9 ) hours of device operation.

(u) " Field-Replaceable Unit (FRU) " means replacement Product, parts, sub-assemblies, circuit cards, modules and other electronic and mechanical assemblies that may be replaced at an end-user location.

(v) " Flex " has the meaning specified in Section 7.1.6.

(w) " Forecast " has the meaning specified in Section 7.1.1.

(x) " FCA " has the meaning set forth in the International Chamber of Commerce document, "INCOTERMS 2000".

(y) " Intellectual Property License Agreement " means the Intellectual Property License Agreement between the Parties,

dated as of the Effective Date.

(z) " Material Cycle Time " means the period which begins once Nortel receives seed stock; such period continues while Nortel ships to seed stock to customer, customer changes out unit, customer ships returned unit to Nortel, Nortel receives unit and ships to Supplier, and such period ends when Supplier receives unit.

(aa) " Mature Product " means a Product that has been accepted, in accordance with Section 4, for more than six (6) months.

(bb) " Nortel " means collectively NNL and Nortel Subsidiaries.

(cc) " Nortel Subsidiary " means a corporation or other legal entity in which NNL or Nortel Networks Corporation effectively owns or controls, and continues to own or control, directly or indirectly, more than fifty percent (50%) of the voting stock or shares, or other indices of ownership.

(dd) " No Fault Found (NFF) " means a Product returned or rejected by Nortel, due to a suspected fault but where Supplier does not detect a fault through testing and the Parties mutually agree to designate the returned component NFF.

(ee) " Party " means either of NNL and BT, as the context requires and "Parties" means both NNL and BT.

(ff) " Pre-Closing Design " means a design for a Product as it existed on or prior to Closing.

(gg) " Pre-Closing Process " means a Process qualified for manufacturing Products as it existed on or prior to Closing.

(hh) " Pre-Closing Products " means components manufactured and sold by the Business, prior to Closing, to Nortel and Nortel Affiliates; and in Nortel's, Nortel Affiliates' and other third party's stockrooms and customer locations.

2

(ii) " Prices " means the prices applicable to the Products and Repair Services determined in accordance with Section 9 and Exhibit A, which Prices are in US Dollars.

(jj) " Primary Sourced Products " means Products for which Nortel relies on Supplier for [**]% or more of its Product requirements, and which are indicated as such in Exhibit A hereof or as may be otherwise agreed.

(kk) " Process " means a set of interrelated resources, techniques and methods used in manufacturing the Products, which are specified and designed by designers/developers of the Products.

(ll) " Product and Process Technical Information " shall mean that technical information necessary for the manufacture of Products, including without limitation, all design, technical, and manufacturing information (including, drawings, specifications and circuit schematics) of assemblies, sub-assemblies and parts, sole source and other components (including the part number, name and location of the supplier), associated test requirements and lists of associated manufacturing tools and test equipment, as well as, repair and maintenance specifications and test procedures, as are used by Supplier for the manufacturing of Products.

(mm) " Product " means any component listed in Exhibit A, which may be modified, from time to time, by written agreement of the Parties; and "Products" means some or all of such Products. Whenever the term "product" is used in this Agreement with respect to any component, such term designates: a) other products of Supplier not yet accepted by Nortel in accordance with Section 4 (Nortel's Product Qualification and Acceptance Program); or b) products in development listed on Exhibit A-2. The term "products" means some or all of such products. For the avoidance of doubt, the term "product" shall not be deemed to include the term "Nortel product" or "NNL product" referred to anywhere in this Agreement.

(nn) " Purchase Order " means any discrete written purchase order issued by any means of transmission in respect of any Products or products. For greater clarity a Purchase Order does not include a Blanket Purchase Order or Release.

(oo) " Release " means a written release, including electronic release, issued pursuant to Section 7.1 or Exhibit C by any means of transmission, that is initiated by Nortel pursuant to a Blanket Purchase Order, and which specifies the Delivery Date for a specified Product. Each release shall include, at a minimum, the following information consistent with the

terms and conditions of this Agreement: (i) the identity of the Products required and the quantity of each such Product, (ii) the Delivery Date(s) and delivery address(es) for each such Product and (iii) the agreed Price for each such Product (in accordance with Section 9 and Exhibit A).

(pp) " Repair Date " means the date on which the repair of a Product is completed and which is stamped on the Product according to Section 13.5.

(qq) " Repair Service " means, in the case of Products, the upgrade, the repair or replacement of defective Products as set forth in Section 14 (Repair Services) to be performed during and after the applicable Product Warranty Period (as defined in Section 12) in accordance with the provisions of this Agreement.

(rr) " Repair Services Pool " means a stock of FRU's that will be maintained by Supplier during the Term, as further described in Section 14.

(ss) " Series A Notes " means the Series A Notes as defined in the Acquisition Agreement.

3

(tt) " Series B Notes " means the Series B Notes as defined in the Acquisition Agreement.

(uu) " Services " means collectively assembly, customization, manufacturing, analysis, and test services, as may be agreed to from time to time, and Repair Services.

(vv) " Share Allocation " has the meaning specified to such term in Section 2.1 and Exhibit A hereof.

(ww) " [**] Products " means Products for which Nortel relies on Supplier for [**]% of its Product requirements and which are indicated as such in Exhibit A hereof or as otherwise may be agreed by the Parties.

(xx) " Specifications " means the technical specifications and the other requirements listed, described or referred to in Exhibit B, including the certifications listed in Exhibit F, acceptance test specifications, which are required to be met by the Products, and the Documentation, including any modifications or waivers of those specifications and requirements to which both Parties have agreed in writing.

(yy) " BT Subsidiary " means a corporation or other legal entity in which BT effectively owns or controls, and continues to own or control, directly or indirectly, more than fifty percent (50%) of the voting stock or shares, or other indices of ownership.

(zz) " Supplier " means BT and BT Subsidiaries.

(aaa) " Term " has the meaning specified to such term in Section 24 (Term) of this Agreement.

(bbb) " TxRx Family " means components or subsystems that convert an electrical signal into an optical signal or convert an optical signal into an electrical signal in digital optical communication systems.

1.2 Any reference in this Agreement to another agreement shall mean such other agreement as executed by the Parties thereto and all subsequent amendments to such agreement, unless otherwise explicitly stated.

4

2. SCOPE

2.1 Share Allocations and Minimum Commitment. 2.1.1 The Parties have had and continue to have a business relationship, which entails the cooperative sharing of information,

and the development and manufacture of Products and products by Supplier for purchase by Nortel. The Parties are now entering into a series of agreements relating to the Business intended to bind the Parties to a closer working relationship. As partial consideration for entering into this closer relationship, each Party desires to commit to and bind the other to certain obligations, including those set forth in this Agreement. This Agreement requires that NNL purchase from Supplier a specific percentage of its requirements for specific Products, as specified in Exhibit A, (" Share Allocation "), as well as certain specific commitments as set out in Exhibit A-1 (" Minimum Commitment "). Except with respect to the products listed on Exhibit A-2 (" Products in Development "), NNL agrees to purchase from Supplier the specific percentage of its requirements for each specific Product as set out on Exhibit A, at Closing, during the initial three

(3) years of the Term. Subject to the provisions of Section 2.1.2, NNL agrees to maintain the Share Allocation percentages specified in Exhibit A for the period commencing on January 1, 2004 until the end of the initial three (3) year term. The Share Allocation for Products in Development shall be as set forth in Exhibit A-2; provided however, that Supplier acknowledges that the Share Allocation for such Products in Development will be reduced, as specified in Exhibit A-2, when NNL develops second sources for such products. The Share Allocation for new products and Products in Development that are accepted as Products will be agreed to by the Parties at the time such new products are added to Exhibit A.

2.1.2 NNL's obligations with respect to the Share Allocation for a given Product are conditional upon the following: a) Supplier is not in breach of a material provision of this Agreement which affects or which is anticipated to affect such Product, which breach remains uncured for more than thirty (30) calendar days after receipt of notice, b) Supplier remains competitive with its competitors on the basis of Product price, Product performance, quality (return rate), delivery and customer service level with respect to such Product, and c) Supplier has Product available to meet the Target Product Total Stock for each Product in accordance with the terms of Exhibit C. Supplier acknowledges that the allocation of risk under the terms and conditions of this Agreement will have an impact on the cost of the Products to Nortel. For the purposes of clarity, the Parties agree that any cost that can be reasonably associated with the additional level of risk that Nortel has been required to assume under this Agreement (as compared to the level of risk that Nortel has assumed in its agreements with other suppliers, which agreements shall be of similar scope and shall be for products comparable to the affected Products in technical sophistication and manufacturing complexity) will be factored into the Price for the purposes of determining whether such Price is competitive.

5

2.1.3 For the avoidance of doubt, except as specified in Exhibit A and Exhibit A-1, this Agreement does not bind Nortel to purchase any particular Product or to purchase a specific quantity of Products, but requires that NNL purchase the Share Allocation of its total requirement for the Products as listed in Exhibit A, as such requirements are modified by the Forecasts. For the avoidance of doubt, NNL agrees and acknowledges that (a) the Share Allocation and Minimum Commitment are separate and distinct obligations of NNL, each of which must be satisfied and (b) purchases made to satisfy the Share Allocation shall be applied to satisfy the Minimum Commitment for the corresponding time period, if applicable, and vice versa. Exhibit A contains the estimated Product requirements of Nortel as of the date of this Agreement which is based upon the scenario Nortel currently expects for the 12 months following Closing. The Share Allocations specified in Exhibit A are the percentage of Nortel's Product purchases from Supplier, without regard to any changes in Nortel's estimated or forecasted amounts.

2.1.4 If in a given calendar half year, measured from January 1 to June 30 and July 1 to December 31 respectively, Nortel's aggregate purchases of a Product are less than [**] ([**]%) percent, but more than or equal to [**] ([**]%) percent, of the Share Allocation percentage set out in Exhibit A for such Product and Supplier is not in breach of the a material provision of this Agreement which affects or which is anticipated to affect such Product, which breach remains uncured for more than [**] ([**]) calendar days after receipt of notice, then NNL will purchase, in the next calendar quarter immediately following such half year, a quantity of that Product equal to the difference between the quantity of that Product actually purchased from Supplier by Nortel and Nortel Affiliates in that calendar half year and the quantity that Nortel and Nortel Affiliates would have purchased from Supplier in that calendar half year, if NNL had complied with the Share Allocation percentage.

2.1.5 If in a given calendar half year, measured in accordance with Section 2.1.4, Nortel's aggregate purchases of a given Product are less than [**] ([**]%) percent of the Share Allocation Percentage set out in Exhibit A for such Product and Supplier is not in breach of a material provision of this Agreement which affects or which is anticipated to affect such Product, which breach remains uncured for more than [**] ([**]) calendar days after receipt of notice, then NNL may at its option: a) purchase, in the first month of the next calendar quarter immediately following such half-year, a quantity of that Product equal to the difference between the quantity of that Product actually purchased from Supplier by Nortel in that calendar half-year and the quantity of Product that Nortel would have purchased from Supplier in that calendar half-year, if Nortel had met the Share Allocation percentage; or b) provide notice to Supplier, of its intent to pay and pay Supplier, within [**] ([**]) days of receipt of an invoice from Supplier, [**] ([**]%) percent of the aggregate value of the difference between the quantity that Nortel would have purchased from Supplier in that calendar half year if Nortel had met the Share Allocation percentage and the quantity of that Product actually purchased from Supplier by Nortel in that calendar half year, based on the Price for such Product during the calendar half year in question.

2.1.6 The remedies set out in Sections 2.1.4 and 2.1.5 shall be Supplier's sole remedies in the event of NNL's failure to meet the required Share Allocation.

2.1.7 As a general principle, subject to the Share Allocations set out in Exhibit A, Nortel is permitted to second source any of its needs from a third party.

2.2 Target Allocations

6

2.2.1 Provided Supplier is not in breach of a material provision of this Agreement with respect to the supply of any Product within the product family at issue, which breach remains uncured for more than thirty (30) calendar days after receipt of notice, during the first three (3) years of the Term, NNL will endeavor to purchase from Supplier a percentage of NNL's product family requirements as set out in the table below (" Target Allocations "):

The Target Allocation will be measured on a calendar half-year basis on the aggregate value of Nortel and Nortel Affiliates purchases from Supplier for each product family during each calendar year, as a function of the aggregate purchases by Nortel and Nortel Affiliates, from all vendors of products, within each product family, that: a) Supplier is capable of manufacturing during the measurement period; b) Supplier has the capacity to manufacture during the measurement period; and c) Supplier's products have passed the Acceptance Program, in accordance with Article 4 (" Target Product ").

2.2.2

2002

2003

2004

2005

TxRx Family 80% 80% 70% 60% AMPS Family 65% 60% 50% 50%

Target Allocation (By Product Family)

= 100% ×

Value of Nortel's and Nortel Affiliates' purchases from Supplier of Target Product Target

Value of Nortel's and Nortel Affiliates' purchases from all vendors of Target Product

With respect to the foregoing Target Allocations, Nortel and Nortel Affiliates will be deemed to have purchased from Supplier the value of any Product that Nortel and Nortel Affiliates purchased from other sources solely because the Supplier did not offer, during the relevant period, a Product that was competitive in terms of price, performance and availability.

2.2.3 The Parties will compare Nortel's and Nortel Affiliates' actual and deemed purchases under this Agreement against the Target Allocations on a calendar half-year basis. If NNL fails to meet the Target Allocations, such a failure will not constitute a breach of this Agreement and in the event of such a failure the Parties shall discuss actions to avoid similar occurrences in the future. NNL will have no liability or obligation if the Target Allocations are not met.

7

2.3 Nortel Subsidiaries and Nortel Affiliates 2.3.1 Supplier and NNL intend that NNL's contract manufacturers, non-controlled subsidiaries and such other third parties as

may be designated by NNL from time to time, with the prior written approval of Supplier (collectively, " Nortel Affiliates ") be permitted to purchase Products pursuant to the terms of this Agreement. In such event this Agreement shall be deemed to extend to and for the benefit of Nortel Affiliates as set forth in this Agreement. The Parties agree that each Nortel Subsidiary and Nortel Affiliate purchasing Products, including Custom Products, will agree in writing to be bound by the terms and conditions of this Agreement, and will have the rights and obligations of Nortel set forth herein with respect to the purchase of Products, including, without limitation, the right to place Purchase Orders together with the rights and obligations which accrue in respect of the Products or in respect of the ordering payment or delivery of such Products. For the purposes of giving effect to the above, where a Nortel Subsidiary or Nortel Affiliate purchases Products pursuant to this Agreement, where the context so admits, references to Nortel herein shall be deemed to be references to the relevant Nortel Subsidiary or Nortel Affiliate which is ordering and/or purchasing Products in accordance with the terms of this Agreement. In addition, where the context so admits, reference to Supplier herein shall be deemed to be references to the relevant BT Subsidiary, which is supplying Products in accordance with the terms of this Agreement. Each Blanket Purchase Order and release thereunder, and Purchase Order shall create rights and obligations solely between BT or BT Subsidiary which fulfils, and the Nortel Subsidiary or Nortel Affiliate which issues, the Blanket Purchase Order, and related Release and the Purchase Order. BT or BT Subsidiary is entitled to refuse any Blanket Purchase Order, Release or Purchase Order from a Nortel Subsidiary or Nortel Affiliate that does not meet BT's or BT Subsidiary's normal and commercially reasonable customer credit requirements for such a transaction, or for which BT and/or BT Subsidiary have a good-faith basis for believing that such Nortel Subsidiary or Nortel Affiliate will not or cannot comply with a material provision of this Agreement. Product purchases made by a Nortel Affiliate or Nortel Subsidiary will be counted toward the Minimum Commitment, Share Allocations in Exhibit A of this Agreement,

and Target Allocations.

2.3.2 In the event that a dispute arises between Supplier and a Nortel Subsidiary or Nortel Affiliate, NNL will provide reasonable assistance to Supplier in enforcing the terms of this Agreement, as well as any Blanket Purchase Order, and related Release, or Purchase Order, as against such Nortel Subsidiary or Nortel Affiliate. Further, to the extent practicable, NNL will use diligent efforts to enforce any relevant contractual provisions NNL may have with such Nortel Subsidiary or Nortel Affiliate, to require such Nortel Subsidiary or Nortel Affiliate to comply with the terms of this Agreement.

2.4 The following Exhibits are an integral part of this Agreement and are incorporated by reference:

Exhibit A—Product Lists, Price, Share Allocation, and Custom Products Exhibit A-1—Minimum Commitment Exhibit A-2—Products in Development Exhibit B—Specifications Exhibit C—Demand Pull Program Exhibit D—Monthly Reports Exhibit E—Procedures for Electronic Communication Exhibit F—Certification Exhibit G—Prohibited Manufacturers

8

3. PRODUCTS

3.1 Custom Products 3.1.1 NNL and Supplier agree that the Products marked with a "C" in Exhibit A, as such Exhibit may be amended from time to

time by agreement of the Parties, (" Custom Products ") form a subset of the Products and are of special importance for Nortel to maintain its competitive position in the market place. It is agreed that: (a) these Custom Products shall be manufactured by Supplier for supply to Nortel only and (b) NNL will order [**]% of its requirements for Custom Products exclusively from Supplier and will not order such Custom Products from a second source, from the date any such Product is designated as a Custom Product until [**] ([**]) months after such Product ceases to be designated as a Custom Product; provided that NNL will not be prohibited from engaging a second source if Supplier is not fulfilling its obligations with respect to delivery or Product quality for such Custom Product.

3.1.2 Nortel may request Supplier to customize or modify any Product, product or Documentation. Supplier and Nortel will enter into good faith negotiations with respect to any request for customization including the establishment of a mutually acceptable price. Customization requirements, if any, shall be incorporated in the Specifications and the sale and purchase of any customized Product or Documentation shall be in accordance with the terms and conditions of this Agreement and Exhibits. For the avoidance of doubt, the Parties agree that a Product customized in accordance with this Section 3.1.2 shall not be deemed a Custom Product unless (a) the Product was previously designated a Custom Product pursuant to Section 3.1.1 above, or (b) the Parties otherwise mutually agree in writing.

3.1.3 In the event that, after a reasonable time and reasonable discussion between the Parties, an agreement cannot be reached on the customization or Supplier declines to carry out the customization, then subject to the term of Section 29, Nortel will be free to engage a third party to carry out the customization and Supplier agrees to reasonably cooperate with Nortel and such third party to effect the customization, including offering a license on commercially reasonable terms to such third party to effect the customization as more particularly set out in Section 29. In that event, Nortel may purchase any product that has been customized by a third party in accordance with this Section 3.1.3, directly from that third party, together with any required support for such product and the Share Allocation percentages for the affected Product shall be adjusted to take into consideration the fact that the Supplier declined such customization.

3.2 Branding

The Products will incorporate Nortel's branding requirements, which includes without limitation, Nortel's name, trademark and logotype, Nortel's color, Nortel's part number, Nortel's bar-codes and/or CLEI codes, and Nortel's technical handbook (standard gray color binder), all in accordance with the Specifications. Further, the packing material for each Product will incorporate Nortel's logotype and Nortel's box bar coding, applicable to each shipment. Nortel shall be solely responsible for supplying all the information required by Supplier to comply with the foregoing obligations.

3.3 Modifications; New Products

9

3.3.1 Nortel and Supplier may from time to time, by mutual agreement, modify the Product Lists contained in Exhibit A to add other products offered for sale by Supplier and/or to incorporate therein enhancements or new features introduced in Products by Supplier. Supplier shall advise Nortel and offer and make available to Nortel for incorporation in this Agreement, any new product or Product enhancement or new feature that Supplier makes generally available to third parties (collectively, " New Product "). The Share Allocation for such New Product will be agreed to by the Parties at the time such New Product is added to Exhibit A, giving consideration to applicable product family Target Allocation, NNL's then-current sourcing arrangements, and such New Product's competitiveness based on technology, quality, delivery and price.

3.3.2 With respect to any modifications (including enhancements or new features) introduced to a Product made specifically to Nortel specifications, Supplier will give Nortel notice of such modifications as per the terms of Section 26 of this Agreement.

3.3.3 With respect to New Products introduced that perform the same basic function as a Product and which Supplier makes generally available to third parties, Supplier will use its commercially reasonable efforts to give Nortel notice of such New Product within [**] ([**]) Business Days, but in no event later than [**] ([**]) Business Days, after Supplier's decision that such New Product meets Supplier quality, reliability and other standards for the sale of such products. If Nortel accepts Supplier's offer, the actual qualification of any such New Product under this Agreement will take place only after it complies with Nortel's acceptance requirements under Section 4. At the time any New Product is qualified as a Product under this Agreement, Exhibit A shall be amended to add the Prices, Share Allocation and the availability date applicable to such New Product.

3.4 Preferred Supplier Status 3.4.1 For present and future optical components (including Products in Development) required by NNL during the Term,

which Supplier is capable of manufacturing, NNL and Supplier agree to take the necessary steps to add each such component as a Product under this Agreement and NNL agrees, upon completion of those steps, to purchase from Supplier a greater share of each such Product, than NNL purchases from any other supplier measured by Product volume over successive six month periods during the Term, ("Preferred Supplier Status"), giving consideration to the Target Allocations and NNL's then-current sourcing arrangements with other suppliers; provided, however, that (i) Supplier is able to provide NNL's volume capacity requirements for such Product; (ii) Supplier is able to deliver such Product on a timely basis in accordance with this Agreement; (iii) there are no material quality problems or issues with such Product; and (iv) the price for such Product, is competitive with other actual or potential sources of such component, taking into consideration any cost that can be reasonably associated with any additional level of risk that Nortel has been required to assume under this Agreement, as compared to the level of risk that Nortel has assumed in its agreements with other suppliers, (which agreements shall be of similar scope and shall be for products comparable to the Products in technical sophistication and manufacturing complexity).

3.4.2 If Supplier has Preferred Supplier status for a given Product pursuant to Section 3.4.1 and thereafter no longer satisfies one or more of the criteria described in subparts (i) through (iv) of Section 3.4.1 for such Product, NNL shall be relieved from giving Supplier Preferred Supplier Status for such Product and may adjust its purchases of such Product to levels appropriate to protect NNL's security of supply of such Product based on the severity and expected continuation of such issues.

10

3.4.3 Notwithstanding that Supplier meets all the conditions for Preferred Supplier Status outlined in Section 3.4.1 for a particular Product, NNL will not be in violation of its obligation to accord Supplier Preferred Supplier Status with respect to such Product to the extent that NNL has existing binding contractual commitments with other suppliers which are inconsistent with such Preferred Supplier Status for such Product. However, NNL will use reasonable commercial efforts to reduce such commitments to a sufficient level so that Supplier is accorded Preferred Supplier Status with respect to such Product as reasonably promptly as possible, so long as such reductions do not result in liability by NNL for liquidated damages, cancellation charges or similar liabilities or do not create a material risk of disruption to NNL's security of supply of the applicable components.

3.4.4 The parties shall hold periodic reviews at least quarterly and establish a communications mechanism to give each other early visibility into opportunities to work together as development collaborators or in a supplier-customer relationship. These opportunities shall include, in the case of Supplier, its new and potential product offerings and, in the case of NNL, opportunities for which Supplier might be considered as a potential supplier or a potential collaborator to engage in cooperative product definition or development activities.

3.4.5 For those opportunities for which Supplier wishes to be considered as a development collaborator or supplier and for

which NNL reasonably concurs, NNL undertakes to make available to Supplier reasonable and appropriate NNL resources to work with Supplier to facilitate its analysis of such opportunities and Supplier's suitability to participate in such opportunities.

3.4.6 NNL will allow Supplier, with respect to all new components required by NNL which Supplier is reasonably qualified to provide and has or is expected to have the capability of manufacturing, to have at least an equal opportunity to submit a bid or proposal (a) for the initial supply of such components to NNL; and (b) to work with NNL to design Supplier's components offering into NNL's products and to engage in the requisite development with NNL to achieve such design.

3.4.7 The Parties shall set up reasonable mechanisms to publicize internally and otherwise facilitate the cooperative undertakings contemplated in Section 3.4.4, provided that such mechanisms will be designed so as not to place unreasonable demands on the resources or systems of either Party. Notwithstanding the undertakings of the Parties under the preceding sentence, if NNL through inadvertence fails to meet its obligations under Section 3.4.4, such a failure will not constitute a breach of Section 3.4.4 and in the event of such a failure the Parties shall discuss actions to avoid similar occurrences in the future. Nothing in Section 3.4.4 shall (i) obligate NNL to accept any Supplier bid; or (ii) prevent NNL, during or after the bidding process with Supplier, from soliciting and considering alternative bids from other suppliers; or (iii) prevent NNL from engaging in joint product definition or development activities with other parties.

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4. NORTEL'S PRODUCT QUALIFICATION AND ACCEPTAN CE PROGRAM

4.1 Supplier shall supply Products that comply with the Specifications. Except as otherwise set forth herein, prior to being purchased by Nortel, any new product, product listed in Exhibit A-2 as not having passed the acceptance program or a Product subject to a Change, as set out in Section 5, will undergo a program of evaluation, qualification and acceptance by Nortel, in consultation with Supplier (" Acceptance Program ") to verify its compliance with the Specifications. With respect to each product that will be subject to an Acceptance Program in order to become a Product hereunder, the parties will agree on the date on which such Acceptance Program is to be completed and the product accepted (" Acceptance Date "). Products listed in Exhibit A have been accepted by Nortel, unless otherwise identified.

4.2 It is acknowledged by Supplier that circumstances may arise where Nortel will desire to purchase one or more products prior to acceptance in accordance with this Section 4. Such circumstances will be examined in good faith by the Parties on a case-by-case basis. In the event that Nortel requests to purchase such product and Supplier agrees to sell such products prior to its Acceptance Date, Nortel will issue Purchase Order(s) covering same. Purchase Orders for any product will be subject to this Agreement and all terms and conditions applicable to Products in this Agreement will apply to the products ordered by Nortel, unless otherwise agreed in writing.

4.3 Acceptance by Nortel of a product(s) will take place upon successful completion by Nortel of its verification that the product complies with the Specifications. The verification process shall be developed by Nortel, in consultation with Supplier. Nortel's development department will notify Supplier in writing of its acceptance of the products within [**] ([**]) Business Days from successful verification. Once such products have been accepted; and the Parties have agreed to Price and Share Allocation for same; such products shall become Products under this Agreement and shall be deemed to be included in Exhibit A. Once Nortel accepts a Product under this Acceptance Program for a specific application, the Product shall be qualified for supply to Nortel pursuant to the terms of this Agreement and Nortel will not impose any additional requirements on the Product in order for such Product to remain qualified hereunder, for such specific application, except pursuant to Section 5 of this Agreement (Product and Process Changes).

4.4 In the event that in the course of carrying out the Acceptance Program, Nortel reasonably determines that a product fails to comply with the Specifications, Nortel will promptly notify Supplier in writing of such failure, providing reasonable detail of the basis therefore. Upon receipt of such notice, Supplier will, take prompt and effective action, at its expense, to correct the notified deficiencies by the applicable Acceptance Date. In such case, acceptance of the product will take place upon verification by Nortel that the notified deficiencies have been corrected, and the accepted product shall become a Product hereunder and shall be deemed to be included in Exhibit A in accordance with Section 4.3.

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4.5 In the event that acceptance of a product does not take place on or before the Acceptance Date, or in the event Nortel and Supplier, acting reasonably, do not expect that acceptance will take place on the Acceptance Date, then either Party may request that a design review be held between Supplier's and Nortel's engineers in order to determine a revised timeline for the product to achieve acceptance (the " Revised Acceptance Date "). In addition, if and to the extent that, the failure to accomplish

acceptance by Supplier on the Acceptance Date is due to a failure by Supplier to diligently pursue the Acceptance Program, then Nortel may recover from Supplier the damages that Nortel is legally obligated to pay to its customer(s) as a direct result of the products not being accepted by the Acceptance Date; provided that: (a) Supplier had written notice of such damages prior to Supplier's agreement on the Acceptance Date; and agreed in writing

to be responsible for such damages after Supplier's agreement on the Acceptance Date; and

(b) in no event shall Supplier's liability per occurrence under this Section 4.5 exceed the lesser of (i) [**] percent ([**]%) of any such damages, or (ii) [**] Dollars ($[**]).

4.6 In the event that the product is not accepted by the Acceptance Date, or the Revised Acceptance Date, as the case may be, for reasons not attributable to Nortel, or Nortel Affiliate and Supplier has accepted Nortel's Purchase Order(s) for the product, Nortel may, in addition to its rights under this Section 4.6, request that Supplier provide, and in such event, Supplier will use diligent efforts to provide as an alternate solution, for purchase by Nortel, a functionally equivalent product acceptable to Nortel's customer(s) (if and to the extent that such functionally equivalent product is available). Supplier shall invoice Nortel for the price of such functionally equivalent product, which invoice shall be subject to this Agreement, and the terms and conditions applicable to Products in this Agreement shall apply to such functionally equivalent Products. Supplier will continue to use diligent efforts to make such functionally equivalent products available until the Product has successfully completed the Acceptance Program and has been successfully phased into Nortel's production. Once the Product has passed the Acceptance Program, and if Nortel desires to replace the functionally equivalent products with the Product, Supplier shall, at its own cost, supply to Nortel a sufficient amount of Product to enable Nortel to replace the functionally equivalent product with the Product. In the event that the amount paid by [**] for the functionally equivalent product [**], Supplier shall [**] of the Product being delivered to Nortel. In the event that the Price of the Product [**] for the functionally equivalent product, [**] of the Product being delivered to Nortel. For the purposes of clarity, [**] the amount paid by Nortel for the functionally equivalent product. Further, the purchases of the functionally equivalent product [**] for the applicable product family. The Parties shall work in good faith to minimize the cost to the other Party if a product is not accepted by the Acceptance Date.

4.7 In the event that either Party decides to terminate any Acceptance Program for any product prior to the Acceptance Date (or Nortel decides not to market or integrate into a Nortel system product, a Product which has successfully completed the Acceptance Program), the terminating party (or Nortel if Nortel decides not to market or integrate into a Nortel system product, a Product as described above) will reimburse [**]% of the out-of-pocket expenses, and [**]% of the labor costs that the other party has reasonably incurred or is reasonably obligated to incur, as a direct result of the Acceptance Program and its termination; provided, however, that no such payment will be made if the termination results from a breach by the non-terminating Party of any written commitment it has made to the terminating Party with respect to the Acceptance Program for such Product.

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5. PRODUCT AND PROCESS CHANGES

5.1 Supplier shall notify Nortel in writing of all Supplier proposed modifications and changes that may affect processes, form, fit, function, reliability or performance to the Products, Nortel's products and/or Processes (including source changes that affect the performance of subcomponents or a change in manufacturing location) (" Change(s) "). Such notification shall be made by Supplier to Nortel within the duration specified in the relevant section of the Nortel's Specification Document NPS25268 covering supplier product change notifications, a copy of which has been provided by NNL to Supplier. Without limiting the generality of the foregoing notice requirements, any proposed Change to the Products in accordance with the classifications described in Telcordia (formerly Bellcore) GR-209-CORE (herein " GR-209 ") require that a notice be forwarded to Nortel; except, however, that no notice will be required for Class D Changes under GR-209 which do not affect form, fit, function or performance of the Product. Supplier shall comply with GR-209 only to the extent expressly set forth in this Section. Supplier's Change notifications shall be sufficiently detailed so as to disclose adequately the Change to Nortel.

5.2 Supplier's written Change notifications shall be numbered in a single sequential numbering scheme and shall include the information specified in GR-209 including the following: a detailed list of the Products and/or Processes affected and associated Changes that must be implemented in conjunction with or prior to the notified Change, the compatibility of the Change with the Products and/or Processes currently deployed, a detailed description of the reason for the Change, the effect on the Products and/or Processes once the Change is implemented and a summary of the procedure for implementation. In addition, a detailed description of the Change, the consequences if the Change is not implemented and the planned implementation date of the Change shall be included in the Change notification. Nortel will propose a disposition plan for Nortel's and its customers' stockrooms. Nortel will notify Supplier of the type and quantity of Products it requires for the implementation of the Change and the locations where such Products should be delivered, and the Parties will agree on the quantity of the Products to be supplied on the understanding that Nortel must be made whole as soon as practical. Supplier will stamp any changed Product with a serial number that clearly distinguishes it from the previous Product.

5.3 Nortel reserves the right to request reasonable test data associated with any Product Changes. Furthermore, in the event Nortel determines it is necessary to verify the Change prior to acceptance, under Section 4, Supplier shall supply, on loan and without

charge, a sufficient production level quality Products for such verification, or offer some other alternative arrangement, reasonably satisfactory to Nortel, for such verification. All such Products furnished on loan will remain the property of Supplier, and will not be resold by Nortel, unless those Products are subsequently purchased by Nortel from Supplier.

5.4 Supplier shall not implement a Change without the prior written consent of Nortel, which consent may not be unreasonably withheld or delayed, however, any such consent will be conditioned on the Product or Processes affected by the Change being qualified in accordance with an Acceptance Program. If Supplier implements a Change without Nortel's prior consent, Nortel will have no obligations with respect to the changed Product. Supplier will make the unchanged Product available for purchase until the changed Product has successfully completed the Acceptance Program and has successfully been phased into Nortel's production, unless the Parties otherwise agree. Notwithstanding the foregoing, nothing in this Agreement shall be determined to prevent Supplier from making any changes to any Products, excluding Custom Products, for the benefit of any third parties not subject to this Agreement.

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5.5 In the event that, during the Product Warranty Period [**], a Product experiences an Epidemic Failure, Nortel and Supplier shall, as expeditiously as possible, meet in good faith to decide if a Change is necessary and how the cost of such Change shall be allocated according to each Party's fault. In the event the Parties agree that a Change is necessary and the failure has been caused by a fault in a Pre-Closing Design or a Pre-Closing Process, Nortel and Supplier [**]. Where the Parties have agreed that a Change is necessary and to the extent that the failure has been caused by a fault in a Process or Product design other than a Pre-Closing Design or Pre-Closing Process, the cost of the Change [**]. If Nortel and Supplier mutually agree that a Change is necessary, Supplier shall, as expeditiously as possible, generate a Class A or AC Change, as defined in GR-209, to eliminate the defect and supply such Change to Nortel. If mutually agreed by the Parties to be required, Nortel and Supplier will develop a plan for a retrofit program for units of the failed Product. A retrofit program is a program that allows the Change to be implemented in all of Nortel's, Nortel Affiliate's and other third parties' stockrooms and customer locations within a period not to exceed [**] ([**]) calendar days from the date of Supplier's first knowledge or notice of the defect. A retrofit can only exceed [**] calendar days ([**]) if agreed to by Nortel's affected customers. The retrofit plan will be implemented by Nortel [**]; provided, however, that Supplier will [**] as determined above, [**] such retrofit program in the field, which costs shall consist of [**] the Field Replacement Units. The remedies set out in Sections 5.5 and 5.6 for Epidemic Failure are in addition to any other remedies available to Nortel at law or under this agreement.

5.6 Supplier shall provide, Class A seed stock units to support a retrofit program completion within said [**] calendar ([**]) days as set forth above in Section 5.5. The number of seed stock units will be calculated as follows:

Seed Stock Units = Material Cycle Time (Weeks) × Retrofit Rate

Upon completion of the retrofit program, Nortel will have no obligation to purchase any of the seed stock units. Further, Nortel may return seed stock units to Supplier and Supplier will treat such seed stock units as Product removed from the field during the retrofit program. The cost of providing such Class A seed stock units will be allocated according to the Parties relative liability as determined under Section 5.5 above.

5.7

Retrofit Rate = Number of units to be retrofitted Change Completion Date — Implementation Date

Nortel shall provide Supplier with Nortel's Customer Product Code, the release number of the Product and the CLEI code of the Product, if required, for each Product Change under this Section. At Nortel's request, this information shall be placed on the Products incorporating the Change by Supplier in accordance with the Specifications.

5.8 Supplier shall provide Nortel with a field baseline report covering the Products which will include: part number, Current Revision Level, New Revision Level, Reason for Change, Parts affected by Change, Old and New Revision of printed circuit board (" PCB "), if applicable. This report will be updated whenever a Change to the Products is generated by Supplier. Supplier will use its diligent efforts to produce these updates within five (5) Business Days of each Change date.

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5.9 Throughout the Term, Supplier shall, at Nortel's request, furnish to Nortel all Supplier data showing that a Product will continue to meet the original Specifications, if a proposed Change is made to a Product. If Nortel determines that such data is insufficient to determine such compliance with the Specifications, Supplier and Nortel will agree to any additional testing or qualification procedures that may be required to do so provided, however, that such testing or qualification procedures shall not impose any new requirements for compliance, in addition to those that were imposed under the original Acceptance Program for such Product, as it relates to the original application under Section 4.

5.10 Return Rate

5.10.1 Product Returns consist of three categories

(a) "Field Returns" means the number of units, within a product family, returned by Nortel's customers, excluding

Other Returns;

(b) "Factory Returns" means the number of units, within a product family, returned for out-of-Specification performance prior to the said units being delivered to Nortel customers, excluding Other Returns and NFF;

(c) "Other Returns" means the number of units, within a product family, returned for out-of-Specification performance which is not caused by Supplier, including, but not limited to damaged connectors and damage due to shipping.

5.10.2 Supplier agrees that the Total Return Rate for a given Product (as determined by Supplier in accordance with the formula set out below) will not exceed the return rate set out in Exhibit A, or if applicable in the Product Specification (" Target Return Rate "). The Total Return Rate for a given Product will be calculated as follows:

5.10.3

Total Return Rate = Field Returns + Factory Returns over a six (6) month period Total units within a product family shipped during the same 6 month period

For the avoidance of doubt the provisions relating to Total Return Rate (including this section 5.10 and section 5.11) shall only apply to Mature Products.

Supplier will track the Total Return Rate on a monthly basis, and provide Nortel with monthly reports.

5.11 High Total Return Rate 5.11.1 (a) If the Total Return Rate for a given Product (as defined in Section 5.10 hereof) is higher than [**] ([**]) times the

Target Return Rate, (a "High Total Return Rate"), Supplier and NNL shall confer to determine the cause of the High Total Return Rate, and Supplier shall promptly develop and adopt, in consultation with NNL, corrective measures to resolve the problem. NNL may take such interim action as is reasonably required to protect its source of supply of the Product, based on the severity and expected continuation of such issues and NNL's obligations with respect to Share Allocation for the affected Product will be reduced, to the extent Nortel is required to obtain the Product from an alternate source.

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(b) If Supplier fails to promptly develop and adopt such mutually agreed corrective measures, or such corrective measures fail to reduce the High Total Return Rate for a Mature Product to an acceptable Total Return Rate within [**] ([**]) Business Days of adoption of such corrective measures, then NNL may reduce the Share Allocation for such Mature Product, by a further [**] ([**]%) percent per month, while the Total Return Rate exceeds the specified level, up to a maximum reduction of [**]%. For the purposes of clarity, the Share Allocation reduction set out in the previous sentence, is in addition to any Share Allocation reduction which occurs as a result of Nortel being required to obtain the Product from an alternate supplier to protect its security of supply.

5.11.2 Any occurrence of a High Total Return Rate may result in the cancellation of all orders, including Releases, for Products affected by the default in quality requirements (without Nortel incurring any liability or affecting Nortel's other remedies under this Agreement).

5.11.3 Once the High Total Return Rate issue giving rise to actions under Section 5.11.1 has been corrected, and the actual Total Return Rate does not exceed the Target Return Rate for the affected Product, then NNL will undertake to return the Share Allocations with respect to the affected Product to the original levels that existed prior to NNL exercising its rights under Section 5.11.1, taking into consideration, among other things, any binding contractual commitments NNL has made to alternate suppliers because of the prior reduction of the Supplier's Share Allocation for the Product. NNL shall endeavor not to enter into any agreement with an alternate supplier binding NNL to purchase a quantity or share of Products that is or will be in conflict with NNL's Share Allocation set forth in Exhibit A hereof.

5.11.4 In the event that Section 5.11.1 applies to a [**] Product, once the High Total Return Rate issue giving rise to actions under Section 5.11.1 has been corrected, and the actual Total Return Rate does not exceed the Target Return Rate for the affected Product, a [**] ([**]%) percent reduction in Price will be applied to the number of units purchased by Nortel

equal to the number of defective units affected by the High Total Return Rate.

5.11.5 If NNL elects to reduce the Share Allocation for a particular Product, in accordance with Section 5.11.1(b), such reduction of the Share Allocation will be NNL's sole remedy for Supplier's failure to comply with the provisions of Section 5.10 of this Agreement. However, if NNL does not elect to reduce the Share Allocation in accordance with Section 5.11.1(b), NNL shall have the right to take any action or exercise any other right pursuant to this Agreement or applicable law.

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6. CERTIFICATION, QUALITY CONTROL AND RELIABIL ITY REQUIREMENTS, CAPACITY PLANNING, SUPPLY MANAGEMENT AND NORTEL'S AUDITING RIGHTS

6.1 Certification 6.1.1 Nortel represents that on the Effective Date it has received ISO 9001 certification for the Business and TL 9000

certification for the Paignton facility. Supplier shall maintain the foregoing ISO 9001 and TL 9000 certifications in effect throughout the Term. Further Supplier undertakes to have all other facilities used by Supplier to manufacture Products, certified under ISO 9001 and TL 9000 on or before June 30, 2003 and shall maintain such ISO 9001 and TL 9000 certification for as long as such facilities are being used for manufacture of any Products under this Agreement.

6.1.2 Supplier will obtain the certifications set out in Exhibit F.

6.2 Quality Control and Reliability Requirements 6.2.1 It is acknowledged that Supplier will be taking over the operation of the Business at Closing and Supplier agrees that it

will at least maintain Nortel's quality programs existing at the time of Closing in relation to the Business and will strive to improve performance with respect to those programs to meet Nortel's quality and reliability target metrics for the Products, such metrics to include, without limitation, mean time between failure, return rate and supplier product quality level.

6.2.2 Products furnished by Supplier shall be tested and inspected by Supplier prior to shipment in accordance with testing and inspection procedures mutually agreed, in writing, by Supplier and Nortel. Inspection records shall be maintained by Supplier and made available to Nortel upon request.

6.2.3 Supplier shall provide Nortel with a monthly report covering the items shown in Exhibit D and any other items reasonably required by Nortel in a format reasonably acceptable to Nortel.

6.2.4 Supplier shall report to Nortel in writing, within five (5) Business Days of becoming aware of an actual failure of any Product to conform to the Specifications.

6.3 Capacity Planning 6.3.1 Supplier shall implement a capacity plan to meet Nortel's and Nortel Affiliates' Products requirements and as such

requirements are modified in the Forecast.

6.4 Supply Management and Business Continuity 6.4.1 The Parties will have monthly and quarterly business review meetings. During the regular monthly meetings which shall

review capacity planning, Product cost road maps, competitiveness, supply management, Flex requirements and Forecasts with Nortel, Supplier will provide Nortel with a list of its suppliers (throughout the entire supply chain) of sole-source and critical components so that Nortel may have input and raise any concerns it may have with respect to such suppliers. Prior to these meetings, Nortel will provide Supplier with Nortel's 12 month view of its requirements for Products, anticipated new products, Product mix and any other significant matters that may impact Nortel's Forecast. The quarterly business review meetings will be a senior level review of the business between the Parties, including capacity and security of supply reviews. It is also agreed that Supplier will supply appropriate on-site personnel at Nortel's sites to facilitate this Agreement.

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6.4.2 During the quarterly business reviews, Supplier will identify to Nortel in writing any sole source/critical components incorporated into the Products.

6.4.3 In the event Supplier desires to subcontract to a third party a part of its obligations under this Agreement, Supplier shall

notify Nortel, including the name of the proposed subcontractor and the scope of the subcontract. Nortel will, as promptly as possible, but no later than five (5) Business Days after receipt of such notice, advise Supplier of any issues or concerns regarding such proposed subcontract and its impact on Supplier's performance of this Agreement. In the event Nortel raises issues or concerns about a proposed subcontract, the Parties shall meet and seek in good faith to agree on actions to be taken by Supplier to resolve Nortel's issues or concerns. Supplier will not implement a subcontract (a) without notifying Nortel and giving Nortel reasonable period of time to identify issues or concerns; and (b) if issues or concerns are identified by Nortel, without resolving them to the reasonable satisfaction of Nortel.

6.4.4 Supplier, in cooperation with NNL, shall develop and implement a Business Continuity Plan for each manufacturing site used to manufacture Products. Where a recent Business Continuity Plan exists on Closing for the Business, Supplier agrees to maintain the Business Continuity Plan currently in place. Supplier's goal is to be able to continue to produce Products in accordance with the time schedules required under this Agreement. Such Business Continuity Plan is expected to contain, at a minimum, provisions for documentation storage (product, process, fixture, tools), information systems technology redundancy, a demonstration of Supplier's capability to recover in an emergency if one of its own manufacturing facilities or processes becomes unable to produce Products and if one of its component suppliers or subcontractors experiences such an emergency.

6.4.5 Throughout the Term of this Agreement, Supplier shall provide NNL with access to the Business Continuity Plan and shall provide NNL with notification of any changes in the Business Continuity Plan to NNL within ten (10) Business Days of any change. Supplier shall put the Business Continuity Plan into effect if a site becomes unable to produce products for any reason, including Force Majeure, for a period of more than five (5) days. A period of Force Majeure or other event causing inability to produce Products shall be deemed to commence on the date that the event of Force Majeure or other such event first occurs.

6.4.6 NNL and Supplier shall review Supplier's Business Continuity Plan annually.

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6.5 Nortel's Inspection Rights 6.5.1 Nortel employees whose job responsibilities encompass the responsibility to audit quality management, control and/or

assurance of Nortel suppliers (" Quality Auditors ") may inspect or test, at all reasonable times during Supplier's normal business hours and at Supplier's locations, any Products covered by this Agreement upon not less than five (5) Business Days prior written notice, but no more than six (6) times per calendar year, unless there are quality problems in which case NNL may inspect the problem location as many times as the Parties determine appropriate in order to rectify such quality issues. Supplier shall provide at no additional cost such facilities, labor, data, specifications, manuals and information as are reasonably required to allow Nortel Quality Auditors to perform a full range of quality assurance functions without unduly interfering with Supplier's normal day-to-day operations. Inspection of Products may be performed in whole or in part prior to final assembly and/or completion of manufacturing or repair Processes. Testing of Products may be performed only in the event that either Party has detected quality problems or failures relating to the Product being tested. Supplier will reasonably cooperate with Nortel to ensure that any contract manufacturer used by Supplier in relationship to the manufacturing or assembly of any Product will be subject to a similar standard of inspection and test as related to those Products as consistent with good commercial practice in that industry. NNL's Quality Auditors shall observe all of Supplier's site rules regarding safety, security, environment, health and other working practice, NNL shall have and maintain in force general liability insurance with limits of either (i) $5,000,000 combined single limit per occurrence for bodily injury and property damage or (ii) $3,000,000 bodily injury per occurrence and $2,000,000 property damage per occurrence.

6.5.2 Subject to the provisions of Section 4 hereof, any exercise of or failure by Nortel to inspect Products, Processes and Supplier's manufacturing locations shall not constitute, or be construed as acceptance of the Products and Processes by Nortel or as relieving Supplier from its obligation to furnish all Products under this Agreement.

7. ORDERING

7.1 Demand-Pull Program 7.1.1 For Products in the Demand-Pull Program, Nortel shall provide each week a twelve (12) month rolling forecast report ("

Forecast ") of its Products requirements. The first three (3) months of each Forecast will be detailed on a weekly basis. Supplier will respond on a monthly basis with a plan for the Committed Delivery Dates for the first three (3) months of a Forecast. The remaining nine (9) months of each Forecast will be detailed on a monthly basis. Releases under clause 7.1.5(a) below will be issued by Nortel on the basis of the then current Forecast.

7.1.2 Except as set out in Exhibit A and A-1, Supplier acknowledges and agrees that the Forecasts and Blanket Purchase Orders are issued for convenience only, and Nortel's issuance of a Forecast and/or Blanket Purchase Order is not a purchase of Products or commitment to purchase any quantity of the Products identified in the Forecast and/or Blanket Purchase Order. Neither Party is legally bound to purchase or sell Product on the basis of a Blanket Purchase Order. Releases will be issued by Nortel in accordance with Nortel's requirements. On a quarterly basis the Parties will agree upon targeted Product stocking requirements for Supplier stated on a Finished Goods (" FG ") and Work-In-Process (" WIP ") basis, (collectively, " Target Product Total Stock ") which Target Product Total Stock will be set out in Exhibit C.

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7.1.3 Nortel shall purchase all FG and WIP, held in stock at Supplier, as agreed by the Parties. In the event Nortel is required to purchase WIP, it will be valued at [**]% of the Product Price. If Products constituting FG are not purchased by Nortel within [**]([**]) days of becoming FG, both parties shall negotiate to arrive at a mutually acceptable disposition of such FG. If such disposition is not agreed to by Supplier and Nortel within [**] ([**]) days after the beginning of negotiations, the FG shall be shipped and invoiced to Nortel.

7.1.4 FG will be maintained at a delivery location (the " Proximity Warehouse ") in a close and mutually agreeable proximity to Nortel System Houses or other Nortel designated destinations, such as but not limited to Nortel Affiliates locations or facilities under Nortel's Vendor Managed Inventory Program. All inventory, logistic costs (including but not limited to freight, duty, customs brokerage), taxes and other charges associated with delivering the Products to the Proximity Warehouse will be borne by Supplier.

7.1.5 With respect to the Demand-Pull Program: (a) Supplier shall manufacture Product as per weekly Forecasts, but shall ship Products only per latest Release from

Nortel. A Release will not exceed the Forecast plus Flex (as defined below).

(b) Supplier shall maintain FG and WIP stocking quantities as agreed, such FG and WIP quantities to be updated monthly as Forecast requirements change.

(c) Supplier shall provide to Nortel's designated purchasing department representative a weekly report of Supplier's FG and WIP status.

7.1.6 Supplier will make reasonable efforts, to target NNL's schedule flexibility objectives (" Flex "), NNL Flex objectives will be updated at each Quarterly Business Review. NNL's short term Flex objectives through to [**] are as follows: (a) [**]% increases in Product demand, within [**] weeks of request by Nortel;

(b) [**]% increases in Product demand within [**] weeks of request by Nortel; and

(c) [**]% increases in Product demand within [**] weeks of request by Nortel.

NNL's long term Flex objectives will be discussed at each Quarterly Business Review. NNL's long term Flex objectives, as of the Effective Date, for 2004 and the remainder of the Term are as follows:

(a) [**]% increases in Product demand, within [**] weeks of request by Nortel;

(b) [**]% increases in Product demand within [**] weeks of request by Nortel; and

(c) [**]% increases in Product demand within [**] weeks of request by Nortel.

All percentages are based on increases or decreases from the current Forecasted demand.

Where the Supplier has acquired inventory as part of the Acquisition Agreement, Supplier will use such inventory to provide additional flexibility.

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7.2 Notwithstanding that a Blanket Purchase Order, a Release or a Purchase Order issued in respect of Products does not refer to this

Agreement, any such Blanket Purchase Order, Release or Purchase Order issued by Nortel during the Term shall be deemed to have been issued pursuant to this Agreement and shall be deemed to incorporate and be governed solely by the terms and conditions set forth in this Agreement unless the Parties expressly agree in writing to the contrary. Subject to the following sentence, any standard and pre-printed terms and conditions contained in any Blanket Purchase Order, Release or Purchase Order or in any Supplier's acknowledgment, invoice or other documentation shall be deemed deleted and of no force or effect. Any additional typed and/or written terms and conditions contained in any Purchase Order or Release and any Supplier's acknowledgment, invoice or other documentation shall be for administrative purposes only, i.e., to identify the types and quantities of Products to be supplied, line item Prices and total Price, delivery schedule, and other similar ordering data, all in accordance with the provisions of this Agreement.

7.3 Nortel shall not be obligated to purchase any quantities of Products hereunder, except that Nortel will be obligated to purchase: (a) the Share Allocation and Minimum Commitment for Products as shown in Exhibits A and A-1; and (b) any quantities required in order to satisfy Nortel's obligations to purchase Products pursuant to the Demand-Pull Program as expressly set forth in Section 7.1; provided, however, that any quantities purchased to satisfy such Demand-Pull Program obligations will also be considered in determining whether NNL has satisfied its Share Allocation and Minimum Commitment as set out in Exhibits A and A-1. Supplier acknowledges that no minimum line item value or minimum order values shall apply in order for Supplier to ship Products to Nortel.

7.4 Supplier shall supply to Nortel the Products contained in the first three months of the Forecast. Supplier shall acknowledge receipt of: each Release within two (2) hours ARO if received during normal business hours; and each Blanket Purchase Order or Purchase Order within two (2) Business Days ARO if received during normal business hours.

7.5 Any change to the first three months of the Forecast (or to a Release or Purchase Order) shall be mutually agreed (" Change Order "), referencing the original Forecast or Release or Purchase Order. In the event that the Change Order affects work already performed, the adjustment of the Forecast, Release or Purchase Order Product price shall include reasonable charges incurred by Supplier related to such work. No such changes shall be performed until a Change Order has been agreed by the Parties in writing.

7.6 In addition to Products purchased through the Demand-Pull Program, as described in this Section, Nortel may from time to time, on an ad hoc basis submit Purchase Orders for Products or Services to Supplier. Such Purchase Orders may only be accepted by Supplier on a commercially reasonable basis.

7.7 At its discretion Nortel may issue Blanket Purchase Orders, Releases and Purchase Orders by electronic communication, as described in Exhibit E.

8. DELIVERY

8.1 Products ordered pursuant to this Agreement shall be shipped by Supplier FCA from the Proximity Warehouse to be received by Nortel by the Committed Delivery Date. No partial shipment shall be made without Nortel's prior consent.

8.2 Supplier shall package the Products in accordance with the packing and external marking practices agreed upon by Nortel and Supplier which shall comply with any criteria set forth in the Specifications.

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8.3 Supplier shall mark each Product with Supplier's model number and where practical, the description of the Product and its revision level.

8.4 In the event Supplier, for any reason whatsoever, fails to deliver Products to meet a Committed Delivery Date and such failure results in a disruption to Nortel's manufacturing or delivery routines, unless such failure is attributable to force majeure or any wrongful act or omission of NNL, Nortel Subsidiary or Nortel Affiliate, NNL may, by written notice to Supplier, at its option: (a) cancel the affected quantity of Products in such Purchase Order or Release (without incurring any liability to purchase

from Supplier such quantity or affecting its other remedies under this Agreement) and reduce the relevant Target Product Total Stock (as set out in Section 7.1) by an amount not greater than the affected quantity of Products, and Nortel may thereafter purchase the affected quantity of Products (or equivalent products) from third parties and such purchases will count toward Nortel's Share Allocation, Target Allocations and Minimum Commitments; or

(b) allow Supplier to make partial and/or late shipment of some or all of the affected quantity of Products, in which case Nortel will pay for Product actually shipped.

Nortel may, without liability, reschedule the Committed Delivery Date for Products provided such rescheduled Committed Delivery Date shall not exceed thirty (30) Business Days from the date the Products were originally scheduled to be delivered, and such rescheduling shall not prejudice Nortel's obligations pursuant to Section 7.1 for such Products.

8.5 Supplier will notify Nortel of any anticipated delay in meeting a Committed Delivery Date specified in any Purchase Order or Release and shall reasonably co-operate with Nortel in the implementation by Supplier of any appropriate action or workaround plans with a view to enable Nortel to satisfy its customers' requirements. Upon receiving notification of the anticipated delay, Nortel may, by written notice to Supplier, at its option: (a) permit Supplier to make a partial shipment of Products;

(b) permit Supplier to substitute products acceptable to Nortel until the Products are delivered; or

(c) permit Supplier to implement a workaround plan acceptable to Nortel and Nortel's customers.

8.6 In the event a delay in delivery is attributable to force majeure, and such delay lasts more than thirty (30) days, the Parties shall

make a joint effort to find a solution; provided, however, that, in the event any delay attributable to force majeure extends for a period such that Nortel's manufacturing or delivery routines are materially adversely affected, Nortel shall have the right, without obligation or liability, to cancel any Release or Purchase Order affected by such delay.

8.7 Regardless of the Committed Delivery Dates, it is the Parties intent that Supplier's delivery performance will be measured against its ability to meet customer requested dates (" CRD "), among other metrics. CRD is defined as the date Nortel or Nortel Affiliates request that the Product be delivered. These requests for Products will include all forecasted demand plus Flex as determined pursuant to Section 7.1.6. For greater certainty, Supplier will not, in any way, be in default of this Agreement if it does not meet any CRD.

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8.8 Delivery Performance 8.8.1 If Supplier is in default of meeting Nortel's requirements under this Section 8.8, Supplier must advise Nortel, in writing

within five (5) Business Days. NNL may take such interim action as is reasonably required to protect its source of supply of the affected Product, based on the severity and expected continuation of Supplier's inability to meet Nortel's delivery requirement, and NNL's obligations with respect to Share Allocation for the affected Product will be reduced, to the extent Nortel is required to obtain the Product from an alternate source. Supplier will be in default of its commitment to meet Nortel's requirements if any one of the following occurs due to any reason other than force majeure or the fault of Nortel or Nortel Affiliate (a " Delivery Default "): (a) 3 consecutive weeks with a Delivery Performance (as defined below) to Committed Delivery Dates below [**]%,

or

(b) 4 nonconsecutive weeks within a 13 week period, with a Delivery Performance to Committed Delivery Dates below [**]%.

where Delivery Performance shall be calculated as follows:

8.8.2

Delivery Performance

= 100% ×

On-time deliveries with respect to Committed Delivery Dates made over a one week period

Total deliveries made with respect to Committed Delivery Dates over the same one week period

If a Delivery Default occurs with respect to a Mature Product, NNL is permitted to reduce the Share Allocation for such Mature Product, by a further [**] ([**]%) percent per month, up to a maximum reduction of [**]%, for each consecutive month that a Delivery Default occurs until the problem is corrected. For purposes of this Section 8.8.2, a Delivery Default is deemed to occur in a month if the last week that constitutes such default, i.e., the third week for Section 8.8.1(a) and the fourth week for Section 8.8.1(b), ends in a given month. For the purposes of clarity, the Share Allocation reduction set out in the previous sentence, is in addition to any Share Allocation reduction which occurs as a result of Nortel being required to obtain the Product from an alternate source to protect its source of supply for such Product.

8.8.3 Any default in meeting Nortel's delivery requirements may result in the cancellation of all orders, including Releases, affected by the default in delivery performance (without Nortel incurring any liability or affecting Nortel's other remedies under this Agreement).

8.8.4 Once the delivery performance issue giving rise to actions under this Section 8.8 is corrected then Nortel will undertake to return the Share Allocations with respect to the affected Product to the original levels that existed prior to Nortel exercising its rights under this Section 8.8, taking into consideration, among other things, any binding contractual commitments Nortel has made to alternate suppliers because of the prior reduction of the Supplier's Share Allocation for

the Product. NNL shall endeavor not enter into any agreement with an alternate Supplier binding NNL to purchase a quantity or share of Products that is or will be in conflict with NNL's Share Allocation set forth in Exhibit A hereof.

8.8.5 In the event that Section 8.8.1 applies to a [**] Product, and NNL is entitled to lower the Share Allocation for such [**] Product as provided in Section 8.8.2, then NNL may, as an alternative to reducing the Share Allocation for such Product, lower the Share Allocation, of a different Product in accordance with Section 8.8.2 and 8.8.4 so as to effect a similar financial impact on Supplier.

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8.8.6 If NNL elects to reduce the Share Allocation for a particular Product, in accordance with 8.8.2, such reduction of the Share Allocation will be NNL's sole remedy for Supplier's failure to comply with the provisions of Section 8 of this Agreement. However, if NNL does not elect to reduce the Share Allocation in accordance with Section 8.8.2, NNL shall have the right to take any action or exercise any other right pursuant to this Agreement or applicable law.

8.9 In the event Products ordered by Nortel or Nortel Affiliates are not delivered on the Committed Delivery Date; and Nortel or Nortel Affiliates are required to obtain the Product, or a functional equivalent, from an alternate source; NNL's obligations with respect to Share Allocation for the affected Product, will be reduced in accordance with Section 8.8; and Target Allocation, and Minimum Commitment will be reduced, to the extent Nortel or Nortel Affiliate is required to obtain the Product from an alternate source.

9. PRICES AND PAYMENTS

9.1 The Price for each Product supplied to Nortel are set forth in Exhibit A and shall be firm for the period commencing on the Effective Date and ending [**]. Thereafter, Prices will be reviewed and agreed to every six months as set out in Section 9.4 and shall be firm for the six month period following each such review. Notwithstanding the preceding two sentences, Prices will be adjusted to take into account any price reductions and volume discounts agreed to between the Parties.

9.2 Product Prices are: (a) FCA (from Proximity Warehouse) to the delivery location specified by Nortel, including packaging; and (b) exclude all applicable federal, provincial and local taxes.

9.3 To the extent that Supplier's records may be relevant in determining whether Supplier is complying with the [**] requirements in Section 9.5, NNL shall have the right upon at least ten (10) Business Days prior written notice, to have a qualified independent third party auditor reasonably acceptable to both Parties examine not more frequently than once per year, and during normal business hours, such records of Supplier as may, under recognized accounting practices, contain information bearing upon the Product Prices. NNL will be responsible for the cost of such audit, unless it is determined that Supplier is in breach of Section 9.5, in which case Supplier will reimburse NNL for the cost of such audit.

9.4 The Parties shall review the Prices charged for each Product supplied to NNL hereunder twice annually, in December and June, with the new Prices coming into effect in January and June of each year, unless the Forecast volumes change significantly (more than [**]% up or down between Forecasts) in which case the Prices may be reviewed quarterly. The Parties agree that the Price for each Product in effect on Closing Date will be reduced by: (a) [**]% for the period commencing July 1, 2003 and ending December 31, 2003; and (b) an additional [**]% for the period commencing January 1, 2004 and ending June 30, 2004. Thereafter, Nortel expects that market conditions will require a [**]% annual price reduction, year over year. Notwithstanding anything else in this Agreement to the contrary, Prices for Products shall be set by Supplier, in consultation with NNL, giving consideration to market conditions, and subject to the other provisions of this Section 9. For the purposes of clarity, the Price, with respect to Products on Exhibit A at Closing, will not be a factor in determining Share Allocation during the period commencing on the Effective Date and ending on [**].

9.5 Supplier further represents and warrants that the [**] Products and Repair Services supplied hereunder [**] Products and Repair Services or for products or services interchangeable with, or equivalent to, the Products and Repair Services, during the same time period, in similar quantities for delivery in the same geographic area, and with similar terms and conditions (including warranty, delivery, intellectual property and other terms).

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9.6 [**], as identified in Section 9.5 above, Supplier will [**], and [**]. This Agreement will be amended [**]. In the event that the Parties are unable to agree on the applicability of this Section 9.6 in any particular instance, then the Parties shall first appoint a qualified independent auditor, reasonably acceptable to both Parties, to make an independent assessment of the applicability of this Section 9.6 according to recognized industry and accounting standards. The Parties shall share equally the cost of such auditor. If, after receiving the auditor's assessment, the Parties are still unable to agree on the applicability of this Section 9.6,

then each Party shall be entitled, subject to the dispute resolution procedures set forth in Section 28 hereof, to exercise and right or seek any remedy available to them under this Agreement, whether under contract, tort or otherwise.

9.7 If Nortel cancels a Release or Purchase Order, Supplier will use all reasonable efforts to minimize any costs related to the Products (e.g., returning excess components to suppliers or reducing cancellation costs to suppliers).

9.8 Nortel shall pay Supplier, upon invoice, the amount of any applicable sales tax, use or service tax, goods and services tax and value added or similar taxes that Supplier may be required to collect because of its performance under or in connection with this Agreement (except for any franchise tax, withholding tax (as described below) or any tax imposed on Supplier's net income). Supplier shall identify any such tax as a separate item on each invoice (unless taxes are required under the law of the relevant jurisdiction to be included in the price). Supplier agrees not to assess these taxes where Nortel furnishes Supplier with a tax exemption certificate, a certificate of authority, a direct pay permit and/or any equivalent document acceptable to the applicable taxing authority. Nortel shall withhold any applicable withholding taxes required under the applicable law from any payments made to Supplier pursuant to this Agreement. To assist Supplier in obtaining any tax credits for the amounts withheld, Nortel shall furnish Supplier with such reasonable evidence as may be required by the applicable taxing authorities to establish that such withholding tax has been paid. Supplier shall reimburse Nortel to the extent taxes paid by Nortel are recovered by Supplier from the taxing or governmental authorities. To the extent such items may only be refunded to Nortel by the taxing or governmental authorities, Supplier agrees to reasonably cooperate with Nortel in obtaining a refund or reimbursement of such taxes.

9.9 Payment shall be due to Supplier from Nortel [**] ([**]) calendar days following the receipt by Nortel of an invoice for the Products, Repair Services or other services for which Supplier is entitled to receive payments hereunder. All invoices for Products shall be delivered to Nortel no earlier than the Delivery Date of the Products.

9.10 North Optical Components Limited, North (U.K.) Limited and North HPOCS Inc., on its own behalf or on behalf of NL, North Subsidiary or North Affiliate, will have the right to make payment of up to [**] ([**]%) of any amounts owed hereunder, for any Products, products or Services, purchased in any calendar quarter that are in excess of the quarterly purchase targets set forth below, by surrendering an equivalent portion of the amounts due in respect of the Series B Notes or, if no Series B Notes remain outstanding, an equivalent portion of the amounts dues in respect of the Series A Notes.

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For the avoidance of doubt, the quarterly target purchases, are targets set to trigger the surrendering of the Series B Notes and Series A Notes, as a result of the aggregate value of purchases under this Agreement. The quarterly target purchases do not constitute an obligation or commitment on the part of Nortel or Nortel Affiliates to purchase such target levels.

9.11

Quarterly Target Purchases

Series A

Series B

4Q02 $[**] million $[**] million 1Q03 $[**] million $[**] million 2Q03 $[**] million $[**] million 3Q03 $[**] million $[**] million 4Q03 $[**] million $[**] million

Invoices for Products delivered hereunder, and for any other amounts which may be payable hereunder shall be forwarded directly to the appropriate Nortel location as directed by Nortel from time to time in writing.

10. INSURANCE, TITLE, AND RISK OF LOSS

10.1 Insurance 10.1.1 General Liability Insurance.

Supplier shall maintain during the Term of this Agreement, with insurers acceptable to Nortel and under policies the wording of which shall be subject to the approval of Nortel, the following insurance coverages:

(a) general liability insurance (including contractual, products liability and broad form vendors' endorsement) with limits of either (US) $10,000,000 combined single limit per occurrence for bodily injury and property damage or (US) $6,000,000 bodily injury per occurrence and (US) $4,000,000 property damage per occurrence;

(b) workers' compensation insurance and other employee insurance coverages required by law, and employer's

liability insurance with limits of (US) $1,000,000;

(c) owned or non-owned automobile liability with limits of (US) $1,000,000; and

(d) Errors & Omissions insurance with limits of not less than (US) $10,000,000.

Such insurance shall be primary and non-contributory (except in respect of Errors & Omissions referred to in subparagraph (d) above, which may be primary and non-contributory as regards negligence or negligent acts, as applicable) with respect to any insurance that Nortel may have and each applicable Nortel Subsidiary and Nortel Affiliate shall be named under the Supplier's general liability insurance as an additional insured with a cross-liability endorsement.

10.1.2 Property and Business Insurance

Supplier shall provide evidence satisfactory to Nortel that its property and business are adequately insured against all risks of loss or damage, including business interruption, for at least the amount of the Maximum Foreseeable Loss as defined within the insurance industry.

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10.1.3 Business Continuity

Supplier acknowledges that the existence, content and adequacy of its Business Continuity Plan in accordance with the requirements under Section 6.4.4 hereof shall be used by Nortel as part of initial and ongoing assessment criteria for review of Supplier's overall performance under this Agreement. Supplier shall use commercially reasonable efforts to maintain a suitable level of property protection (including, where appropriate, sprinklers, earthquake bracings, flood protection, windstorm protection, maintenance, regular testing and inspection etc.) to meet or exceed the level maintained by Nortel on Closing in relation to the Business. NNL shall notify Supplier in writing of such levels maintained on Closing. NNL and/or its insurance companies shall be allowed to inspect any site at any time, at NNL's sole expense, not more than twice every year, upon reasonable written notice during normal business hours and to recommend to Supplier any appropriate protection improvements. NNL and Supplier shall review any recommendations made as a result of such inspection and Supplier shall implement any reasonable recommendations that may reduce business continuity exposures in the most effective manner

10.1.4 Certificate of Insurance Prior to the commencement of the Term and upon reasonable demand of Nortel thereafter, Supplier shall furnish to Nortel a certificate or certificates of insurance evidencing that all insurance required in this Section 10.1 is in effect. The certificate shall also state that Nortel shall be notified in writing by Supplier's insurance carrier(s) at least thirty (30) days prior to any cancellation and, to the extent not prohibited by law, such certificate shall also require notification of material change in terms and conditions of insurance and/or exhaustion of the aforementioned limits. Supplier shall in such event furnish a new certificate in the event of cancellation or expiration of any insurance evidencing that replacement coverage is in effect.

10.2 Title to the Products and risk of loss of and damage to the Products will pass to Nortel upon delivery FCA at the delivery location specified by Nortel.

11. ACCEPTANCE OR REJECTION

11.1 Nortel reserves the right to accept or reject Products ordered hereunder after the delivery of such Products to Nortel's facility or, as the case may be, to a Nortel customer's site. A rejection must be based on Nortel's reasonable good-faith belief that the Products meet the criteria for rejection set out in 11.2 below, or that their delivery does not comply with the requirements of this Agreement. Products shall be deemed accepted by Nortel unless Nortel notifies Supplier that such Products are rejected and provides the reasons for such rejection within thirty (30) Business Days after Nortel's receipt thereof at its facilities or, when the Products are received at a Nortel customer's site, as the case may be, upon completion of installation and testing of the Products or thirty (30) Business Days after such receipt of the Products at Nortel customer's site, whichever event occurs first.

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11.2 If any Products are found not to be in substantial conformance with this Agreement, including the Specifications, applicable Purchase Order or Release, and/or in the event that excessive failures are observed by Nortel with respect to Products contained in a lot/shipment, Nortel shall have the right, notwithstanding the warranty provisions contained in this Agreement, to at its

option (a) reject the lot/shipment and cancel the affected Purchase Order or Release, (b) require that such Products be replaced or repaired, where possible, within one (1) Business Day for Releases and within ten (10) Business Days for Purchase Orders at Supplier's risk and expense (including shipping charges) or (c) if Nortel has already paid Supplier for the Products, Nortel may require Supplier to issue a credit memo to Nortel for the amount paid for the returned Products. Any notice of rejection issued by Nortel under this Section 11.2 will include a reasonable description of the deficiencies.

11.3 Payment or acceptance by Nortel shall not be deemed to constitute a waiver of the rights which Nortel may have resulting from Supplier's delivery of faulty or defective Products.

12. WARRANTY

12.1 Supplier warrants that: (a) Products shall, at the actual delivery date, be new and free and clear of all security interest or other lien or any other

encumbrance;

(b) for a period of 12 months from the actual delivery date (such period being hereinafter referred to as the " Product Warranty Period "), the Products shall be free from any defect in materials or workmanship, or any other condition, which causes the Products to fail to conform to and operate in accordance with the Specifications; and

(c) with the exception of any notice which may be provided by Supplier pursuant to Section 19 or as noted in the relevant Specifications, the Products furnished by Supplier, and used in accordance with professional standards and any written instructions provided by Supplier to Nortel, are safe for normal use, are non-toxic, present no abnormal hazards to persons or their environment, and may be disposed of as normal refuse without special precautions.

12.2 The warranty in Section 12.1(b) does not apply to items normally consumed in operation, such as lamps and fuses and to any defect which has been caused by NNL, Nortel Subsidiary, Nortel Affiliate or any of their end customers.

12.3 Supplier shall, at its expense, during the Product Warranty Period, provide Repair Services in accordance with Section 14 in respect of Products which have failed to conform to the warranty in Section 12.1(b).

12.4 Product supplied under Section 14 pursuant to Supplier's warranty obligations under this Section 12.1(b), shall be functionally equal to or better than the vintage of the replaced unit.

12.5 Product repairs or replacements effected during the Product Warranty Period shall be warranted, as provided in Section 12.1, for the remainder of the Product Warranty Period or for a period of nine (9) months from the Repair Date or replacement date, whichever is longer. Product repairs or replacements effected after expiry of the Product Warranty Period, in accordance with Section 13 and 14, shall be warranted, as provided in Section 12.1 and the warranty period for such repaired or replacement Products with respect to the warranty in Section 12.1 (b) shall be for a period of nine (9) months from the Repair Date or the replacement date, as applicable. All transportation and insurance expenses arising from shipping the non-conforming Products to, and the repaired or replacement Products from, Supplier during the Product Warranty Period shall be paid by Supplier.

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12.6 Supplier represents and warrants that all services provided under this Agreement will be provided in a highly professional manner consistent with applicable industry practice.

12.7 Supplier warrants and covenants that: (a) it does not and will not employ or otherwise use, directly or indirectly, any forced, bonded or involuntary labor or employees or contractors that are younger than the minimum age legally entitled to work in each applicable jurisdiction in which the production effort is conducted or in which BT or any BT Subsidiary carries on business; and (b) to the best of its knowledge, upon inquiry, no supplier or other subcontractor of Supplier employs or otherwise uses, directly or indirectly, any forced, bonded or involuntary labor or employees or contractors that are younger than the minimum age legally entitled to work in each applicable jurisdiction in which the production effort is conducted or in which BT or any BT Subsidiary carries on business.

12.8 The above warranties shall survive inspection, acceptance and payment.

12.9 Upon mutual agreement of the parties, Nortel may repair or replace any defective Product on its own or arrange for such repair, replacement or correction by other entities, and Supplier shall reimburse Nortel for all reasonable costs and expenses so incurred by Nortel during the applicable Product Warranty Period.

12.10 EXCEPT FOR THE EXPRESS WARRANTIES STATED IN THIS AGREEMENT, SUPPLIER DISCLAIMS ALL WARRANTIES ON PRODUCTS AND SERVICES FURNISHED UNDER THIS AGREEMENT, EXPRESS OR IMPLIED, ORAL OR WRITTEN INCLUDING, WITHOUT LIMITATION, ALL IMPLIED WARRANTIES OF CONDITION, VALUE,

MERCHANTABILITY NON-INFRINGEMENT, VALIDITY, COMPLETENESS OR FITNESS OR SUITABILITY FOR A PARTICULAR PURPOSE. TO THE EXTENT THAT REPAIR OR REPLACEMENT OF PRODUCTS WILL SATISFY SUPPLIER'S WARRANTY OBLIGATIONS UNDER THIS SECTION 12, SUCH REMEDY SHALL BE NORTEL'S AND NORTEL AFFILIATES' SOLE AND EXCLUSIVE REMEDY FOR ANY BREACH OF THE WARRANTIES SET OUT IN THIS SECTION 12.

13. REPAIR PROCEDURES

13.1 This Section 13 shall be applicable to the providing of Repair Services described in Section 14 by Supplier during and after the Product Warranty Period for Products and Pre-Closing Products (collectively " Repair Products ").

13.2 Prior to returning any defective Repair Products to Supplier's repair location, Nortel will notify Supplier orally of the defect, if known at that time, and will request authorization from Supplier for the return of such Repair Products. Upon such request, Supplier shall provide Nortel with a Return Material Authorization (" RMA ") number to be prominently displayed on the shipping container for the defective Repair Products and advise Nortel of the repair location to which the Repair Products should be returned.

13.3 In all cases covered in Section 14, Nortel shall then ship such Repair Products to Supplier, freight prepaid and properly insured. Nortel shall prepare proper export documentation as per Supplier's instructions, evidencing Nortel's ownership of the Repair Products.

13.4 Nortel shall furnish the following information in writing with Repair Products returned to Supplier for Repair Services: (a) Nortel's or the Nortel Affiliates' name and complete address;

(b) quantities and model numbers of Repair Products being delivered for repair;

(c) the nature of the defect or failure, if known;

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(d) Purchase Order number under which repairs are to be made, if Repair Product is no longer under warranty;

(e) name(s) and telephone number(s) of Nortel's employee(s) or other designated persons to contact in case of questions about the Repair Products;

(f) ship-to address or Nortel's location to which repaired or replacement Repair Products should be returned; and

(g) whether or not returned Repair Products are under warranty.

13.5 Supplier shall date stamp each repaired and returned or replacement Repair Product with the Repair Date and type of repair "pre fix" as per GR-209 specifications and the Specifications. Repair Product repaired by Supplier shall be stamped in accordance with requirements outlined in Telcordia TR-NWT-000078. Without limiting the generality of the foregoing, the stamping shall include the Repair Date stencilled or otherwise identified in a permanent manner at a readily visible location on the Repair Product, unless otherwise directed by Nortel.

13.6 Supplier shall promptly provide a written notice to Nortel with the name(s) and telephone number(s) of the individual(s) to be contacted concerning any questions that may arise with respect to the Repair Services, and if required, specify any special packing of Repair Products which might be necessary to provide adequate in-transit protection from transportation damage.

Supplier will:

(a) track any defective Repair Product by its unique serial number throughout the repair process;

(b) repair and update the Repair Products to the minimum field baseline;

(c) return the same Repair Product shipped by Nortel for repair. If the returned Repair Product's serial number has changed, Supplier will put the following on repair tag originally provided by Nortel: (i) old serial number, (ii) new serial number and (iii) reason(s) for change; and,

(d) target to complete the Same-for-Same process within 10 calendar days of having received the defective Repair Product, but in not event will the Same-for Same process exceed thirty (30) calendar days after receiving the defective Repair Product, unless Nortel agrees in writing to an extension and Supplier provides Nortel with a replacement Product at no charge. The Parties acknowledge that on Closing the Business completes the Same-for-Same process with a mean time

of 14 calendar days after receiving the defective Repair Product.

13.7 Once Repair Products that are out of warranty have been repaired or replaced by Supplier, Supplier shall reissue to Nortel an invoice for the charges applicable to the providing of Repair Services for such repaired or replacement Repair Products. Supplier's invoice shall contain the following: (a) Nortel's Purchase Order number for the Repair Services;

(b) a detailed description of the Repair Services provided by Supplier and the need therefor;

(c) quantities and model numbers of Repair Products repaired or replaced and associated repair charges;

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(d) total amount payable including applicable shipping and insurance charges and sales or excise taxes; and

(e) an address to which payment should be sent.

13.8 The repaired or replacement Repair Products shall be delivered by Supplier to the destination specified by Nortel, freight prepaid and properly insured. Supplier shall prepare proper export documentation as per Nortel's instructions, evidencing Nortel's ownership of the Repair Products.

13.9 Supplier shall promptly notify Nortel of returned Repair Products which are found by Supplier to be beyond repair. Repair Products shall only be considered beyond repair after agreement of the Parties to that effect.

13.10 Nothing in this Agreement shall be construed as giving Supplier an exclusive privilege to repair any Repair Products covered under this Agreement, provided that during the Product Warranty Period Supplier will be the exclusive repair provider or the warranty will be voided.

14. REPAIR SERVICES

14.1 This Section 14 shall be applicable to the providing of Repair Services by Supplier during and after the Product Warranty Period with respect to Repair Products.

14.2 To order Repair Services after expiry of the applicable Product Warranty Period, Nortel shall issue a Purchase Order and such Purchase Order shall contain the description of the requested Repair Services as set forth in Section 13 above.

14.3 Repair Services shall be provided by Supplier at no charge to Nortel during the Product Warranty Period. For Repair Services for Repair Products not covered by warranty, the repair fees will be equal to Supplier's then standard fees for such or similar services.

14.4 Spares 14.4.1 At Supplier's factory or at a location agreed upon by the parties, Supplier will store the Repair Services Pool. The

quantity of spares will be agreed on in writing by the parties, based on the (a) volume of Products delivered, (b) the applicable mean time between failure rates, and (c) Nortel's desire to provide its customers with immediate Product replacement. Supplier will not use the Repair Services Pool for retrofits or upgrades. The parties may agree in writing to change the quantity of spares, based on changes in the installed base of Products.

14.4.2 At all times Supplier will maintain the agreed quantity of spares in the Repair Services Pool. However, Supplier will be responsible to ensure that the Repair Services Pool will be sufficient to provide Nortel with FRU replacement Product within [**] ([**]) Business Days of (as applicable) (a) Nortel' request for a replacement, (b) Supplier's failure to repair by the end of the Repair Period, or (c) the parties' agreeing that the Product is uneconomical to repair (" UTR ").

14.4.3 The Repair Services Pool may consist of stock of new FRU's or previously used FRU's, refurbished to conform to the Specifications. Spares added to the Repair Services Pool will (a) be functionally equal or better than the inventory being replenished, (b) be backward compatible, and (c) meet the minimum field baseline. Supplier may provide new Products as spares.

14.5 Information about the status of Repair Products being repaired will be included in the Monthly Report described in Exhibit D of the Agreement.

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14.6 Fast Cycle Failure Analysis

During the Repair Period (as defined in Section 15.3), Supplier shall perform a Fast Cycle Failure Analysis (" FCFA ") at no cost to Nortel on Repair Products which have caused any service interruption in the field or as may otherwise be reasonably requested by Nortel. Nortel will request a separate RMA number for each Product returned for a FCFA. A FCFA shall be performed by Supplier in accordance with the following additional requirements:

(a) FCFA shall include a detailed root cause analysis, using engineering tools such as Environment Stress Screening (" ESS ") and any other tools which may be required to determine the cause of the failure.

(b) Supplier shall track the defective Repair Product by its unique serial number throughout the repair process.

(c) Supplier shall return, after having repaired and updated the defective Repair Product at a minimum to its release vintage, the exact same Repair Product having the same serial number. If the serial number has to change for any reason, Supplier shall, on the "repair tag" originally provided by Nortel, document the following information: old serial number, new serial number and reason(s) for change. This information will also be documented in the FCFA report. The Repair Product shall not be "upgraded" to other than the actual unit release vintage until root cause analysis is completed and the Repair Product successfully passes the complete test cycle. The Repair Product shall not be repaired without completion of the FCFA activity.

(d) Supplier shall return the repaired Repair Product (i) with a written report documenting all findings as a result of the FCFA (ii) an invoice for the repair services in accordance with the then-current prices for such services, unless the Repair Product is still under warranty or if the defect was caused by an Epidemic Failure within the period specified in Section 5.5 of this Agreement.

(e) Supplier shall endeavor to complete the FCFA process within [**] ([**]) calendar days of having received the defective Repair Product at the Repair Location, but in no event will the FCFA process exceed [**] ([**]) calendar days except with respect to die problems and other problems reasonably requiring extensive analysis. In the case of a die problem or other problem reasonably requiring extensive analysis, the Parties acknowledge that the FCFA process may not be completed within [**] ([**]) calendar days, however, Supplier will complete the FCFA process as expeditiously as possible. Nortel shall provide all available technical information to allow Supplier to understand the circumstances and environmental conditions that led to the failure of the Repair Product.

(f) Supplier shall inform Nortel of the return Repair Product shipping information as soon as it is available. The shipping information will include date shipped, carrier, waybill number and any other information that will help Nortel expedite the return of the Repair Product.

(g) In the event that the results of the FCFA indicate deficiencies with the Repair Product caused by Supplier, then Supplier will modify all deficient Products during the Product Warranty Period and for four years thereafter, in the case of Epidemic Failure, to eliminate such FCFA indicated deficiencies. Such modifications will be implemented in accordance with Section 5.

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14.7 Products accepted by Nortel and found defective within the first [**] ([**]) calendar days from their initial utilization at customer site, (referred to as "Dead On Arrival' (" DOA ") or Early Life Failure (" ELF ") shall be returned to Supplier along with the RMA documentation. Nortel will immediately notify Supplier of a DOA/ELF Product and Supplier will immediately ship a new Product to the location indicated by Nortel. Returned DOA/ELF Products shall, at no charge to Nortel, be tested through adequate functional tests including full functional tests and ESS when necessary in order to provide a root cause analysis. After testing, Supplier shall then repair, re-furbish, (and, at Nortel's option and expense, upgrade to the latest version or release) and stamp (with the repair date) DOA/ELF Products. Such DOA/ELF Products will be considered new Products. Supplier will update Nortel in writing with the findings of the root cause analysis as well as with the corrective plan of action. Supplier will maintain data on Repair Product return rates and No Fault Found Products. Supplier and Nortel will work diligently on root cause analysis and corrective action plans for each cause of a Repair Product return or No Fault Found Product, with priority given to the causes which occur most frequently. Unless otherwise agreed by the Parties, Supplier will exercise diligent efforts to provide a preliminary written report to Nortel, within [**] Business Days of receipt by Supplier of the returned Product and a final written report, outlining the cause of the Repair Product failure, as expeditiously as possible and within [**] calendar days of receipt by Supplier of the returned Product. The priorities and progress on these root cause analyses and corrective action plans will be reviewed by the Parties at their regular program reviews.

14.8 No Fault Found

14.8.1 Supplier will return the NFF Products to Nortel, using Nortel' chosen carrier. Supplier will take no more than [**] Business Days from the later of its receipt of Nortel' PO or receipt of the returned Products to test the Repair Products and return them to Nortel.

14.8.2 If NFF Products are more than [**] percent ([**]%) of the Repair Product repairs and returns as defined in the Specifications, Supplier and NNL will enter into good faith discussions to investigate the cause of the NFF, including an analysis of outgoing and incoming test procedures against agreed Specifications. Subject to the foregoing, Supplier will use diligent efforts to implement a plan to correct the NFF occurrences in accordance with a time table mutually acceptable to the Parties, giving consideration to NNL's customer requirements. Supplier will include the analysis results and the plan in the Monthly Report described in Exhibit D.

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15. CONTINUING AVAILABILITY OF PRODUCT

15.1 Unless otherwise agreed in writing by the Parties, Supplier shall not discontinue the production or sale of a Product without having first given Nortel at least [**] months advance notice, and in the case of Custom Products, [**] Products or Primary Sourced Products [**] months advance notice, (the " MD Notice "). The date of discontinuance of manufacture of the Product will be the " MD Date ". Supplier will negotiate in good faith any request by Nortel to extend the MD Date to a date later than [**] months after the date of the MD Notice.

15.2 No later than [**] months prior to the MD Date, Nortel may place a "Last Time Buy" Purchase Order at the Price in effect one day prior to the MD Notice, for a quantity of the Product not to exceed Supplier's annual manufacturing capacity for that Product. Supplier will deliver the Last Time Buy order in accordance with the delivery schedule agreed upon by the Parties, provided however that Supplier will not be required to exceed or increase its production capacity for the Product; and the entire Last Time Buy quantity must be delivered no later than [**] months after the MD Date.

15.3 For a period of [**] years after the earlier of (a) the MD Date or (b) the expiration or termination of this Agreement the (" Repair Period "), Supplier agrees to diligently endeavor to: 1) provide Repair Services on Products ordered hereunder and; 2) offer for sale to Nortel, functionally equivalent maintenance, replacement and repair parts as may be necessary for the continued maintenance of such Products or; 3) together with Nortel find a mutually acceptable third party subcontractor to provide Repair Services on Products.

15.4 The terms of this Section 15.4 apply, for each Product, during the period in which Supplier is supplying that Product hereunder until the MD Date for that Product, Supplier will identify to Nortel the components (if any) of a Product for which there is only one supplier and which are critical to the Product. For any such components, Supplier will use reasonable commercial efforts to ensure that Supplier's supplier gives Supplier at least eighteen months prior written notice before discontinuing the manufacture of that component. Upon receipt of such notice, Supplier will consult with Nortel to determine the appropriate course of action to ensure continuity of supply of the Product, which may include making a last time buy.

16. DOCUMENTATION

16.1 Supplier shall provide to Nortel, at no charge, for each type of Product delivered one (1) set of (a) Supplier's promotional materials for the Products and (b) the following materials (" Documentation ") in accordance with the Specifications: all Product descriptions, planning guides, operations manuals, installation manuals, and maintenance manuals normally provided by Supplier to customers to facilitate their installation, use, and maintenance of the Products.

16.2 Supplier hereby grants to Nortel, at no charge, the right to use, copy, modify, translate and distribute to Nortel's customers and potential customers, Supplier's promotional materials for the Products, the Product Documentation furnished hereunder and other material relating to the Products made generally available by Supplier to its customers and to use such material to further Nortel's marketing efforts with respect to the Products. Nortel shall not remove, and shall reproduce, any and all proprietary rights notices from and on the Documentation, including Supplier's name and logos, on any and all copies of the Documentation permitted to be made hereunder.

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17. CONFIDENTIAL INFORMATION

17.1 It is expected that the Parties will disclose to each other certain business, marketing, technical, scientific or other information of either Party, including, without limitation, the Specifications which, at the time of disclosure, is designated as confidential (or like designation) or which would reasonably be considered to be confidential information (" Confidential Information "). With

respect to such Confidential Information, this Section 17 will apply, to the exclusion of any other confidentiality, non-disclosure or similar terms in any other agreements between the Parties. Each Party recognizes the value and importance of the protection of the other's Confidential Information. All Confidential Information of a Party disclosed to the other Party shall remain solely the property and a trade secret of the disclosing Party, and its confidentiality shall be maintained and protected by the other Party with the same degree of care used to protect its own proprietary and confidential information of a similar nature, but no less than reasonable care, to prevent the unauthorized use, dissemination or publication of the Confidential Information. Except to the extent required or expressly permitted by this Agreement or otherwise authorized in writing by the disclosing Party, the receiving Party agrees not to use in any manner the other's Confidential Information or to disclose it to any of their employees not having a need to know for the purposes of this Agreement or to any third party. The receiving Party's employees (and the employees of the receiving Party's controlled subsidiaries) having a need to know the Confidential Information for the purpose of this Agreement may receive disclosure of the Confidential Information. The confidentiality obligations contained herein shall survive the expiration or termination of this Agreement for a period of five (5) years, unless otherwise agreed in writing.

17.2 Confidential Information shall not include information which: (a) now is, or hereafter becomes, available to the public through no act or omission of the receiving Party; or

(b) is documented as being known by the receiving Party prior to its disclosure by the other Party; or

(c) is independently developed by the receiving Party by persons who have not had access to the Confidential Information

and without recourse to any Confidential Information received under this Agreement and is so documented; or

(d) is lawfully obtained by the receiving Party from a third party or parties without breach of confidentiality obligations or is disclosed hereafter to the receiving Party by a third party who did not acquire the information directly or indirectly from the disclosing Party; or

(e) is disclosed in response to a valid order of a court or other governmental body or any political subdivision thereof, but only to the extent and for the purpose of such order and only if the receiving Party, to the extent possible, first notifies the disclosing Party, of such order and permits and reasonably assists it in seeking an appropriate protective order.

17.3 Subject to the non-compete obligation of NNL set forth in Section 5.23 of the Acquisition Agreement between the Parties, nothing in this Agreement shall be interpreted or construed to limit either Party's right to perform or to continue to perform its own independent research, development, manufacturing or marketing of any type of products or systems even if such research, development, manufacturing or marketing pertains to technology or products similar to the Products.

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17.4 Prior to the publication or use by a Party hereto of any advertising, sales promotions, press releases or other publicity matters relating to the Products or this Agreement in which the name or logo of the other Party is mentioned or language from which the connection of said name can be reasonably inferred or implied, including any public statement about the relationship between the Parties, each Party shall obtain the prior written consent of the other Party. The terms and conditions of this Agreement including, but not limited to, Prices, the Product Lists, discounts and other information contained in Exhibit A hereto, shall be held in confidence by both Parties and only disclosed as may be agreed to in writing by both Parties or as may be required to meet securities disclosure or export permit requirements. Neither Party shall make public statements or issue publicity or media releases with regard to this Agreement or the relationship between the Parties without the prior written approval of the other Party.

18. INDEMNIFICATION

18.1 Supplier agrees to indemnify, defend and hold Nortel harmless from all claims, damages, liabilities, settlements, losses, costs and expenses (including reasonable attorneys' fees) (collectively " Claims ") arising out of or related to any claim that the use, manufacture sale and/or distribution of any Product purchased under this Agreement, infringes or violates any patent, copyright, trade secret or other intellectual property right (" Infringement Claim "). This indemnity shall not apply to the extent that such Claim is based on (i) use manufacture, sale and/or distribution of the Product in a manner that is not contemplated by this Agreement, the Specifications or the Documentation, or has not otherwise been approved by Supplier; (ii) use manufacture, sale and/or distribution of the Product in combination with products or services not provided by Supplier where such combination is not reasonably contemplated by this Agreement or authorized by Supplier and where such infringement would not occur in the absence of such combination; provided, however, this sub-clause (ii) shall not apply to any Product that is designed into an NNL product (or that is reasonably contemplated for incorporation into such NNL product) unless Supplier has previously notified Nortel that the combination is not authorized; (iii) modification of the Product if the infringement or misappropriation arises from such modification, and if such modification is not authorized by Supplier; (iv) continued use of the Product after the Supplier has provided a non-infringing replacement for the Product; or (v) any design or special instruction supplied by Nortel or Nortel Affiliate, after Closing, where such infringement or misappropriation would not occur in the absence of the adoption of such design or special instruction. Nortel agrees to indemnify, defend and hold harmless Supplier from and against any

Infringement Claims to the extent such Infringement Claims arise from or relate to items (i) through (v) above.

18.2 In the event of an adjudication that the Product infringes any patent, copyright or other intellectual property right or misappropriates any trade secret of a third party, as its sole option and expense, Supplier may take the following actions with respect to such Product: (a) secure for Nortel the right to continue using, selling and distributing the Product; or

(b) replace or modify such Product to make it non-infringing or non-misappropriating, but with substantially equivalent

functionality and capabilities to enable Nortel to continue to use, sell and distribute the Product as it had before the infringement or misappropriation occurred; or

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(c) if Supplier has used diligent efforts to take the actions described in (a) and (b), but has been unsuccessful, Supplier may accept the return of the Product and refund to Nortel all amounts paid for such Product, as well as compensate Nortel for reasonable labour costs associated with collecting and returning the Product.

18.3 Supplier shall indemnify and save harmless Nortel from and against any Claims which arise directly from any injury or death to persons or loss of or damage to property which is caused directly by a Product (" Product Liability Claim ").

18.4 The rights of indemnification are set out in Section 18.1 and 18.3 are subject to the following: (a) The indemnified Party shall provide prompt written notice to the indemnifying Party of the Claim and facts giving rise to

a right of indemnification under this Agreement.

(b) The indemnifying Party shall be given the right to assume control of the defense of any such of such Claim and the indemnified Party, as its own expense, shall have the right to participate in such defense with counsel of its own choosing.

(c) The indemnified Party shall provide all reasonable assistance to the indemnifying Party with respect to the defense of the claim including, without limitation, making available records, documents, and witnesses, and provided that the indemnifying Party pays all reasonable out-of-cost expenses associated with such assistance.

(d) The indemnifying Party shall vigorously and diligently defend such proceedings to final conclusion, but shall not enter into any settlement or compromise, or consent to the entry of any judgement, that affects the rights of the indemnified Party without the prior written consent of the indemnified Party, which consent will not be unreasonably withheld.

18.5 The indemnity obligations under the foregoing provisions shall survive the termination or expiration of this Agreement.

18.6 Nothing contained in this Agreement shall be deemed to grant, either directly or indirectly or by implication, any license under any patents or patent applications of Supplier, except that Nortel shall have the normal non exclusive, royalty-free license to use that which is implied or otherwise arises by operation of law, in the sale, resale or distribution of the Products.

19. HAZARDOUS MATERIALS

19.1 Supplier shall identify and list in a written notice forwarded to Nortel all of the hazardous or toxic materials which are contained in the Products, which notice will be updated promptly by Supplier to reflect new information, changes or new Products.

19.2 Supplier shall indemnify Nortel for any reasonable expenses (including the cost of substitute materials, less accumulated depreciation) that Nortel may incur by reason of the recall or prohibition against continued use or disposal of the Products furnished by Supplier, whether such recall or prohibition is directed by Supplier, or occurs under compulsion of law. Nortel shall cooperate with Supplier to facilitate and minimize the expense of any recall or prohibition against use of the Products directed by Supplier or under compulsion of law.

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19.3 Supplier shall indemnify, defend and hold harmless Nortel from any claims, demands, suits, judgments, liabilities, damages, fines, costs and expenses including, without limitation, reasonable attorneys' fees which Nortel may incur under any of the laws, rules and regulations applicable to any hazardous/toxic substances contained in the Products (whether or not identified by Supplier pursuant to Section 19.1) or any amendment to said statutes by reason of Nortel's acquisition, use, sale or disposal of the Products furnished by Supplier; provided that Nortel is in compliance with Supplier's reasonable written instructions

regarding proper use of the Products.

19.4 The right of indemnification under this Section 19 shall be subject to the procedures set forth in Section 18.4 hereof.

20. COUNTRY OF ORIGIN, INTERNATIONAL TRADE

20.1 Country of Origin Declaration and Marking 20.1.1 Supplier shall certify to Nortel the correct country of origin of each Product, determined in accordance with the rules of

origin set out under the applicable laws and treaties, on a periodic basis as required by Nortel for the purposes of allowing Nortel to provide certification of origin in accordance with such rules, laws and treaties. Supplier shall use commercially reasonable efforts to notify Nortel at least thirty (30) days in advance of any change in the origin of a Product. Supplier shall maintain supporting documentation sufficient to meet the requirements of any audit of the origin information by Nortel or by any governmental entity. Supplier shall cooperate with Nortel in any audit relating to this Section at NNL's expense, unless it is determined that Supplier has not complied with its obligations hereunder, in which case Supplier will reimburse NNL for the cost of such audit.

20.1.2 Supplier shall obtain from each of its suppliers the appropriate certificate of origin of any material used in manufacturing a Product, including any subcomponent(s), (" Materials ") and shall provide to Nortel quarterly a report identifying which suppliers of Materials have, and which suppliers have not, certified the country of origin for all Materials supplied by it to Supplier for manufacture of the Products.

20.1.3 All Products must be marked with their country of origin. The degree of permanence of the origin marking on the Product shall be sufficient to ensure that, in any reasonably foreseeable circumstance, the marking shall remain on the Product throughout its expected life. Both the Product's immediate packaging and the outermost containers shall also be marked to indicate the country of origin. Supplier shall be solely responsible for all fines, penalties, costs and seizures resulting from inadequate marking, packaging or labelling of Materials and Products provided by Supplier hereunder except to the extent such inadequacy was attributable to the fault of Nortel.

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20.2 Exports

Each Party agrees that it shall not knowingly (i) export or re-export, directly or indirectly, any technical data (as defined by the U.S. Export Administration Regulations or any other jurisdiction with import or export restrictions), including software received from the other under this Agreement or (ii) export or re-export, directly or indirectly, any direct product of such technical data, including software, to any destination to which such export or re-export is restricted or prohibited by U.S. or applicable non-U.S. law without obtaining prior authorization from the U.S. Department of Commerce and/or other competent government authorities to the extent required by those laws. In addition, each Party agrees to comply with all the requirements of the Export and Import Permits Act (Canada). This clause shall survive termination or cancellation of this Agreement.

20.3 Customs Invoice

Unless otherwise set forth in this Agreement, Supplier shall take all administrative actions required to produce customs invoices and country of origin documents for all shipments crossing international borders which comply with all laws, treaties and regulations of both the exporting country and the importing country. If a Product is manufactured in more than one country, then to the extent required by applicable laws, the different countries of origin must be identified on the customs invoices, along with the related quantities/serial numbers of such Materials. If any upgrade of Products to the most recent revision level in accordance with Section 13 or 14 is performed, the applicable fee for this upgrade must be included on the customs invoice, or, if such upgrade is performed at no charge to Nortel, the value of such upgrade shall be so indicated. Supplier shall be solely responsible for all fines, penalties and costs resulting from a customs invoice not being so compliant unless such non-compliance is solely the result of an action or omission of Nortel. All customs invoices must indicate whether or not any Assists were provided and the value of said Assists.

20.4 Trade Treaties

Supplier shall perform all administrative actions required to determine the eligibility of each Product for preferential treatment under the rules of any applicable trade treaties/agreements and, if eligible, provide the necessary documentation and obtain such preferential treatment. Supplier shall be responsible for all penalties and costs resulting from any such documents subsequently determined to be invalid, shall maintain all documentation to support the eligibility and shall respond in a timely manner to verification questionnaires or reviews.

20.5 Duty Drawback

Each Supplier shall provide to Nortel, when and where applicable, a duty drawback waiver for duty paid on any Materials imported by such Supplier and used or consumed in the manufacture of Products supplied to Nortel. These waivers shall be provided on the approved forms and issued by Supplier at least monthly.

21. COMPLIANCE WITH LAWS

21.1 Each Party shall in its operations and actions in performance of this Agreement comply with and shall continue to comply with and have obtained and will continue to maintain in effect all licenses and permits required by, and the Products shall be in conformance with, all applicable laws and governmental orders and regulations in effect in any country in which Products are manufactured or delivered to at the time of the Delivery Date applicable thereto.

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22. CONSEQUENTIAL DAMAGES AND LIMITATION OF LIAB ILITY

22.1 Notwithstanding any other provision of this Agreement, neither Party shall be liable pursuant to this Agreement for any incidental, indirect, punitive, or consequential damages or for any damages for loss of profits or revenues, except (a) with respect to either Party's indemnification obligations under Section 18; (b) damages arising from a Party's breach of its confidentiality obligations as set forth in Section 17, (c) damages resulting from injury or death of a person or damage or loss of property during performance of this Agreement and (d) damages set out in Section 4.5 and 5.5.

22.2 EXCEPT FOR LIABILITY ARISING UNDER SECTION 17 OR 18 OF THIS AGREEMENT, NEITHER PARTY'S AGGREGATE LIABILITY UNDER THIS AGREEMENT, WHETHER IN CONTRACT OR IN TORT, OR HOWEVER OTHERWISE ARISING, SHALL EXCEED [**].

23. FORCE MAJEURE

23.1 If the performance of any obligation under this Agreement or a Release or Purchase Order is interfered with by reason of any circumstances beyond the reasonable control of the Party affected, such as, without limitation, fire, explosion, power failure, acts of nature, war, revolution, civil unrest or any law, order, regulation, ordinance or requirement of any government or legal body, and labor difficulties, including without limitation, strikes, slowdowns, picketing or boycotts (except such labor difficulties occurring at the Party affected) then the Party affected shall be excused from such performance for a period equal to the delay resulting from any such causes and such additional period as may be reasonably necessary to allow the Party to resume its obligations (and the other Party shall likewise be excused from performance of its obligations to the extent such Party's obligations relate to the performance which was interfered with). The Party so affected shall make reasonable efforts to remove such causes of non-performance; provided, however, that, in the event any such cause of non-performance extends for a period such that either Party's manufacturing or delivery routines are disrupted, such Party shall have the right, without obligation or liability, to cancel any Release or Purchase Order affected by such cause.

23.2 Either Party shall notify the other Party in writing within two (2) Business Days after becoming aware of the occurrence of any force majeure event which may cause any delay or failure on the part of the notifying Party to perform its obligations hereunder.

24. TERM

24.1 This Agreement shall remain in effect for a period of three (3) years from the Effective Date (the " Term "). Both Parties shall meet at least six (6) months prior to the expiration of this Agreement to review any extensions to this Agreement, provided that no such extension shall be effective unless mutually agreed upon by the Parties in writing.

25. TERMINATION AND CONTINUING RIGHTS

25.1 This Agreement may be terminated upon notice by one Party, as its sole discretion in the event the other Party assigns this Agreement or any part thereof in violation of Section 30.4.

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25.2 This Agreement or, if only a specific Blanket Purchase Order(s), Release(s) or Purchase Order(s) is/are affected by the breach, such Blanket Purchase Order, Release or Purchase Order may be terminated, in whole or in party by either Party, in the event

the other Party materially breaches any one of its material obligations hereunder and fails to remedy the breach within thirty (30) calendar days after written notice of the breach given by the non-breaching Party. Neither Party may exercise any right under this Section 25.2 (including the service of a termination notice to the breaching Party) without first complying with the dispute resolution provisions set forth in Section 28 hereof.

25.3 In the event either NNL or Supplier: (a) admits in writing its inability to pay its debts generally as they become due; or

(b) is the subject of a petition or assignment in bankruptcy under applicable bankruptcy laws or other similar laws, that is not

discharged in ninety (90) calendar days of such institution; or

(c) files a notice of intention to make a proposal or otherwise seeks a reorganization under applicable bankruptcy laws or any other similar law or statute of any relevant jurisdiction; or

(d) makes an assignment for the benefit of its creditors; or

(e) consents to the appointment of a receiver or receiver-manager of itself or of the whole or any substantial part of its property; or

(f) enters into an arrangement with or for the general benefit of its creditors,

it shall be deemed to have committed an incurable material breach and the other Party may terminate this Agreement immediately upon written notice.

25.4 The termination rights shall be without prejudice to the rights or claim one Party may have against the other with respect to the performance, non-performance, or breach of such Party's obligations hereunder, and shall not operate so as to extinguish any rights or obligations which arose prior to the date of termination, and each Party shall have the right, except as expressly limited elsewhere in this Agreement, to pursue each and every available remedy at law and in equity.

25.5 This Agreement may be terminated upon written agreement of the Parties to that effect.

25.6 Notwithstanding any termination or expiry of this Agreement, the provisions of Sections 12 (Warranty), 13 (Repair Procedures), 14 (Repair Services), 15 (Continuing Availability of Product), 17 (Confidential Information), 18 (Indemnification), 19 (Hazardous Materials), 20.2 (Exports), 22 (Consequential Damages and Limitations of Liability), 29 (Grant of License) and all consequent rights, obligations and liabilities, and Nortel's obligation to make payments hereunder shall survive the termination or expiry of this Agreement.

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26. NOTICES

26.1 Any and all notices or other information to be given by one of the Parties to the other hereunder shall be sent by registered or certified mail, postage prepaid, return receipt requested or by confirmed fax or hand delivery to the other Party at the addresses, specified below:

Supplier: Bookham Technology plc 90 Milton Park Abingdon Oxfordshire, OX14 4RY UNITED KINGDOM Attention: Company Secretary Facsimile:

With Copy to:

Brobeck, Phleger & Harrison LLP 1633 Broadway, 47(th) Floor New York, NY 10019 Attention: Kenneth L. Johnson Facsimile: (212) 586-7878

Nortel:

Nortel Networks Limited 2351 Boulevard Alfred Nobel

26.2

St. Laurent, Quebec, Canada H4S 2A9 Attention: Product Supply Management Leader Facsimile: +1-514-818-3222

With Copy to:

Nortel Networks Limited 3500 Carling Avenue Ottawa, Ontario K2H 8E9 Attention: Senior Counsel, Supply Management

Notices given pursuant to Section 26.1 shall be deemed to have been received five (5) Business Days after mailing if given by registered or certified mail, and one (1) business day after sending if given by confirmed facsimile and upon delivery if given by hand.

26.3 Either Party may change its address at any time by giving fifteen (15) Business Days' prior written notice to the other Party as provided above.

27. GOVERNING LAW

27.1 The validity, construction, interpretation and performance of this Agreement and the rights and obligations of the Parties and any purchase made hereunder shall be governed by the laws of the State of New York, without regard to its rules with respect to the conflict of laws. The application of the U.N. Convention on Contracts for the International Sale of Goods is specifically excluded from this Agreement.

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28. DISPUTE RESOLUTION

28.1 In the event of any dispute relating to any provision of this Agreement, Supplier and Nortel shall each promptly appoint a business representative from it company in an initial attempt to resolve such dispute, as described in this paragraph. Such representatives shall meet not later than 15 calendar days after the last representative has been appointed, in order to make a good faith effort to resolve such dispute. However, if they are not able to resolve such dispute within 15 calendar days after their first meeting, then they shall be joined by their immediate supervisors (who, at a minimum shall be at a Vice-President level) in their respective company. These four individuals will then have 15 more calendar days to attempt to resolve such dispute following the involvement of such supervisors. If these four individuals are unable to resolve the dispute and such inability to resolve the dispute can reasonably lead to either Party terminating all or a substantial part of this Agreement, then the dispute shall be referred to the Chief Executive Officer and/or President of each Party for resolution. These two individuals will then attempt to resolve the dispute within 30 calendar days of their involvement in the dispute resolution. If no resolution is reached as per this Section 28, the affected Party shall have the right to take any action or exercise any right pursuant to this Agreement or applicable laws.

29. GRANT OF LICENSE

29.1 Subject to the terms and conditions of this Agreement, including, but not limited to, Section 29.2, Supplier, to the extent of its legal right so to do, hereby grants to Nortel a personal, non-transferable, non-assignable, indivisible, non-exclusive, irrevocable, worldwide license (including a license to any required intellectual property rights) to: (1) make and have made those Products, (2) incorporate and combine Products with Nortel's products, (3) sell, distribute and support Products incorporated with Nortel's products and (4) use the Product Technical Information and Process Technical Information to manufacture, support and repair Products as provided in this Section 29. Supplier will provide technical assistance in conjunction with this license at its standard commercial rates.

29.2 The license in Section 29.1 is only exercisable in the event that Supplier: (1) to a material degree is unable to manufacture or supply [**] Products or Primary Sourced Products, in accordance with the terms of this Agreement for a continuous period of not less than [**] months; (2) does not agree to customize a Product as per Section 3.1; (3) discontinues manufacturing a [**] Product or Primary Sourced Product in accordance with the provisions of Section 15.1; (4) fails to implement a material provision of any Business Continuity Plan developed in accordance with Section 6.4.4 hereof and such failure continues for [**] months after notification by Nortel of such failure; (5) institutes insolvency, receivership or bankruptcy proceedings or any other material proceedings for the settlement of its debts which proceedings are not dismissed within [**] days of such institution; or (6) as the Parties may otherwise agree in writing. The license in Section 29.1 will only be exercisable for Products or sub-components thereof which are the cause or subject of the exercisable event described above.

If the license in Section 29.1 is exercisable pursuant to Section 29.2(4), the grant of license shall only apply to affected [**] Products.

29.3 NNL will give written notice to Supplier prior to exercising its license under Section 29.1.

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29.4 In the event the license under Section 29.1 is exercisable as described above, NNL may elect to have a third party manufacturer manufacture Products. Due to the proprietary nature of the Product and Process Technical Information, NNL agrees that it will not use the manufacturers, listed on Exhibit G (" Prohibited Manufacturers "), as a third party manufacturer under this Section 29 unless the Supplier provides written consent. However, NNL is not required to obtain Supplier's consent to engage a third party manufacturer, not listed on Exhibit G. Any Product and Process Technical Information and required intellectual property rights may be provided by NNL to such third party manufacturer solely for the purpose of manufacturing Products to be provided to Nortel and Nortel Affiliates. As a condition precedent to providing any of such Product and Process Technical Information to a third party manufacturer, such third party manufacturer shall sign a confidentiality and license agreement with NNL, reasonably acceptable to Supplier (which shall include, without limitation, royalty payment, termination rights and reasonable audit rights provisions in favor of Supplier, and will name Supplier as a third party beneficiary to such agreement); and agree to future audits of its operation by an independent auditor to verify its compliance with the confidentiality and license agreement.

29.5 If exercisable pursuant to Section 29.2, the grant of license in Section 29.1 will continue until such time as the parties reasonably determine that the condition under Section 29.2 (1), (4), (5) or (6) that triggered such licensing right has been rectified or cured. Supplier acknowledges that NNL may have expended considerable effort and monies to establish its own manufacturing capacity or obtain the required capacity from a third party manufacturer and agrees that the license granted hereunder shall, in the event of termination of such license pursuant to the preceding sentence, remain in effect for a reasonable period of time to allow Nortel to wind down its operations or meet contractual obligations entered into with a third party manufacturer in order to establish or maintain the required capacity, and NNL will endeavor to return supply to Supplier within three (3) months of Supplier rectifying the matter which caused NNL to exercise its rights hereunder.

29.6 The Parties will diligently negotiate a reasonable royalty, payable to Supplier, giving consideration to the circumstances under which the license is being exercised. The Supplier agrees that if the license is exercised as a result of an event set out in Section 29.2(1) or (4) the royalty payable by NNL will be nominal and shall not exceed [**]% of the Price of the affected Product. It is the Parties objective that the negotiation of any royalty will not interfere with or delay the transfer of the Product and Process Technical Information to Nortel or a third party. Notwithstanding the foregoing, in the event NNL exercises the rights under this Section 29 pursuant to Section 29.2 (2), (3), (5) or (6) above, Supplier will have no obligation to transfer the Product and Process Technical Information to Nortel or a third party until the Parties agree upon the foregoing royalty payments.

29.7 In the event the license in Section 29.1 becomes exercisable by NNL pursuant to Section 29.2 (2), (3) or (5) above and NNL attempts and is unable to secure the required capacity from any third party manufacturer as a result of the limitation that the Products must be manufactured exclusively for NNL, Supplier and NNL will negotiate in good faith to mutually agree to reasonable license terms (including royalty fees payable to Supplier) which will permit the third party manufacturer to manufacture and sell the Product to third parties other than Nortel for the duration of this Agreement. In the event the Parties are unable to reach agreement upon such license terms, NNL shall not have the right to authorize the third party manufacturer to manufacture the Products for any third party.

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29.8 Supplier shall have the right upon not less than ten (10) Business Days prior written notice to have an independent qualified auditor, reasonably acceptable to both Parties examine, not more than twice per year, the relevant books and records of NNL to verify compliance with the provisions of this Section 29. Supplier will be responsible for the cost of any such audit, unless NNL is in breach of this Section 29, in which case NNL will reimburse Supplier for the cost of such audit.

30. GENERAL

30.1 Severability

If any of the provisions of this Agreement shall be adjudged invalid or unenforceable, such invalidity or unenforceability shall not invalidate or render this Agreement unenforceable, but rather this Agreement shall be construed as if not containing the particular invalid or unenforceable provision or provisions, and the rights and obligations of the Parties shall be construed and enforced accordingly.

30.2 Subject to the provisions of Section 30.4 below, this Agreement shall continue to be valid and binding on the legal successors and assigns of each party.

30.3 Nortel certifies that it will not export or reexport the Products unless it complies with all applicable regulations of the United States relating to such export or reexport.

30.4 Assignment

Neither Party shall assign or otherwise transfer all or any part of this Agreement or any rights, obligations or duties hereunder, or any interest herein, without the prior written consent of the other Party. Except with respect to subcontractors engaged by the Business on the Closing Date (but limited solely to the extent of such engagement on the Closing Date) and as provided in Section 6.4.3, Supplier shall not subcontract any of its obligations or duties hereunder.

30.5 Waiver

Failure by either Party at any time to require performance by the other Party or to claim a breach of or to enforce any provision of this Agreement shall not be construed as affecting any subsequent breach or the right to require performance with respect thereto or to claim a breach with respect thereto and shall not constitute a waiver of any such provision or the right of such Party to enforce each and every provision of this Agreement.

30.6 Independent Contractors

Nortel and Supplier are independent contractors in all relationships and actions under and contemplated by this Agreement. This Agreement shall not be construed to create or to authorize the creation of any employment, partnership or agency relation, or to authorize Nortel or Supplier to enter into or make any commitment, agreement, representation or warranty binding on the other, or to allow one Party to accept service of any legal process addressed to, or intended for, the other Party. Nothing contained in this Agreement shall limit, in any manner, Nortel's right to enter into other agreements with other parties.

30.7 Section Headings

Section headings are inserted herein for convenience only and shall not affect the meaning or interpretation of this Agreement or any provision hereof.

46

30.8 Entire Agreement

This Agreement, including Exhibits A through G attached hereto, comprises all the terms, conditions and agreements of the Parties hereto with respect to the subject matter hereof, and it may not be altered or amended except in writing signed by authorized representatives of each Party hereto.

IN WITNESS WHEREOF, the Parties hereto have executed this Agreement on the day and year last written below.

47

BOOKHAM TECHNOLOGY PLC By:

/s/ PHILIP S.J. DAVIS

Name: Philip S.J. Davis Title: Company Secretary Date: NORTEL NETWORKS LIMITED By:

/s/ KHUSH DADYBURJOR

Name: Khush Dadyburjor Title: Attorney-in-Fact Date:

Exhibit A

PRODUCT LISTS, PRICE, SHARE ALLOCATION AND CUSTOM P RODUCTS

1

Family

Sub-Family

CPC

NNOC P/N

ITEM DESC

LOB

Custom

Allocation

2H02

2H02

Price

Allocation

1H03

1H03

Price

Allocation

2H03

2H03

Price

Allocation

1H04

1H04

Price

Target

Return

Rate

EDFA EDFA A0776715 NTW0990E AF, EDFA, DUAL, AMPL-BAND

OPTera 1600G Amplifier

80% [**] 50% [**] 50% [**] 50% [**]

EDFA EDFA A0776716 NTW099ED AF, EDFA, BOOSTER 18, L-BAND

OPTera 1600G Amplifier

80% [**] 50% [**] 50% [**] 50% [**]

EDFA EDFA A0776717 NTW099FD AF, EDFA, BOOSTER 21, L-BAND

OPTera 1600F Amplifier

80% [**] 50% [**] 50% [**] 50% [**]

EDFA EDFA A0613335 MGMFP-1 (2343)

OPTERA Metro OFAC band EDFAC

OPTera Metro 5100, 5200

50% [**] 50% [**] 50% [**] 50% [**]

EDFA EDFA A0614269 MGMEL-2 (2535)

AF, EDFA, BOOSTER OPTera Metro 5100, 5200

50% [**] 50% [**] 50% [**] 50% [**]

EDFA EDFA A0830132 NTW099BD EDFA, MOSAIC C Band Booster 18

OPTera 16000G Amplifier

80% [**] 50% [**] 50% [**] 50% [**]

EDFA EDFA A0830133 NTW099AE EDFA, BOOSTER Dual Amp C-Band

OPTera 1600G Amplifier

80% [**] 50% [**] 50% [**] 50% [**] [**]

EDFA EDFA A0630135 NTW099CD EDFA, BOOSTER, 21DBU, C-BAND

OPTera 1600G Amplifier

80% [**] 50% [**] 50% [**] 50% [**]

EDFA EDFA A0651346 NTW111CD AF, RA, DISTR. C-C, 17DB, 1443, 4NM

OPTera 1600G Amplifier

20% [**] 20% [**] 20% [**] 20% [**]

EDFA EDFA A0651353 NTW111LD AF, RA, DISTR, L-C, 17DB

OPTera 1600G Amplifier

20% [**] 20% [**] 20% [**] 20% [**]

EDFA EDFA A0676963 NTW099DR AF, EDFA, DUAL, PREAMP, L-BAND

OPTera 1600G Amplifier

80% [**] 50% [**] 50% [**] 50% [**]

EDFA EDFA A0676993 NTW099AR AF, EDFA, DUAL PREAMP, C-BAND

OPTera 1600G Amplifier

80% [**] 50% [**] 50% [**] 50% [**]

EDFA Rac

EDFA A0725599 NTW046AB 1BdBm OPTICAL AMPLIFIER SUBRACK

TN16X 100% [**] 100% [**] 100% [**] 100% [**]

EDFA Rac

EDFA

A075678

NTW048HB

33 FC/SPC Connectors

with Pre-amplifier Gain Block

TN16X

100%

[**]

100%

[**]

100%

[**]

100%

[**]

Tx/Rx Buried Het

A0775025 #N/A TX, DM, 2.5GBPS, 1528, 77M, 2Mw,

14

OPTera Metro 5100, 5200

50% [**] 50% [**] 50% [**] 50% [**] [**]

Tx/Rx Buried Het

A0775030 #N/A TX, DM, 2.5GBPS, 1530, 31NM, 2MW

OPTera Metro 5100, 5200

50% [**] 50% [**] 50% [**] 50% [**]

Tx/Rx Buried Het

A0775033 #N/A TX, DM, 2.5 GBPS, 1531, 90NM, 2MW, 14

OPTera Metro 5100, 5200

50% [**] 50% [**] 50% [**] 50% [**]

Tx/Rx Buried Het

A0775034 #N/A TX, DM, 2.5 GBPS, 1533, 41NM, 2MW

OPTera Metro 5100, 5200

50% [**] 50% [**] 50% [**] 50% [**]

Tx/Rx Buried Het

A0775035 #N/A TX, DM, 2.5 GBPS, 1538, 11NM, 2MW

OPTera Metro 5100, 5200

50% [**] 50% [**] 50% [**] 50% [**]

Tx/Rx Buried Het

A0775036 #N/A TX, DM, 2.5 GBPS, 1539, 77NM, 2MW

OPTera Metro 5100, 5200

50% [**] 50% [**] 50% [**] 50% [**]

Tx/Rx Buried Het

A0775039 #N/A TX, DM, 2.5 GBPS, 1541, 35NM, 2MW

OPTera Metro 5100, 5200

50% [**] 50% [**] 50% [**] 50% [**]

Tx/Rx Buried Het

A0775040 #N/A TX, DM, 2.5 GBPS, 1542, 936NM, 2MW,

14PIN BUTTER

OPTera Metro 5100, 5200

50% [**] 50% [**] 50% [**] 50% [**]

Tx/Rx Buried Het

A0775041 #N/A TX, DM, 2.5 GBPS, 1547, 72 NM, 2.0MW

OPTera Metro 5100, 5200

50% [**] 50% [**] 50% [**] 50% [**]

Tx/Rx Buried Het

A0775042 #N/A TX, DM, 2.5 GBPS,1549, 32NM, 2MW

OPTera Metro 5100, 5200

50% [**] 50% [**] 50% [**] 50% [**]

Tx/Rx Buried Het

A0775043 #N/A TX, DM, 2.5 GBPS, 1550, 92NM, 2MW

OPTera Metro 5100, 5200

50% [**] 50% [**] 50% [**] 50% [**]

Tx/Rx Buried Het

A0775044 #N/A TX, DM, 2.5 GBPS,1552, 52NM, 2MW

OPTera Metro 5100, 5200

50% [**] 50% [**] 50% [**] 50% [**]

Tx/Rx Buried Het

A0775045 #N/A TX, DM, 2.5 GBPS, 1557, 36NM, 2MW

OPTera Metro 5100, 5200 50% [**] 50% [**] 50% [**] 50% [**]

Tx/Rx Buried Het

A0775046 #N/A TX, DM, 2.5 GBPS, 1558, 96NM, 2MW, 14

OPTera Metro 5100, 5200 50% [**] 50% [**] 50% [**] 50% [**]

Tx/Rx Buried Het

A0775047 #N/A TX, DM, 2.5 GBPS, 1560, 61NM, 2MW

OPTera Metro 5100, 5200 50% [**] 50% [**] 50% [**] 50% [**]

Tx/Rx Buried Het

A0775048 #N/A TX, DM, 2.5 GBPS, 1562, 23NM, 2MW

OPTera Metro 5100, 5200 50% [**] 50% [**] 50% [**] 50% [**]

Tx/Rx Buried Het

A0775052 #N/A TX, DM, 2.5 GBPS, 1570, 42NM, 2 0MW

OPTera Metro 5100, 5200 50% [**] 50% [**] 50% [**] 50% [**]

Tx/Rx Buried A0775053 #N/A TX, DM, 2.5 GBPS, 1572 06NM, OPTera Metro 5100, 5200 50% [**] 50% [**] 50% [**] 50% [**]

2

3

Het 2MW Tx/Rx Buried

Het A0775057 #N/A TX, DM, 2.5 GBPS, 1580, 35NM,

2MW OPTera Metro 5100, 5200 50% [**] 50% [**] 50% [**] 50% [**]

Tx/Rx Buried Het

A0775058 #N/A TX, DM, 2.5 GBPS, 1582, 02NM, 2MW

OPTera Metro 5100, 5200 50% [**] 50% [**] 50% [**] 50% [**]

Tx/Rx Buried Het

A0775061 #N/A TX, DM, 2.5 GBPS, 1590, 41NM, 2 DMW

OPTera Metro 5100, 5200 50% [**] 50% [**] 50% [**] 50% [**]

Tx/Rx Buried Het

A0775062 #N/A TX, DM, 2.5 GBPS, 1592, 10NM, 2MW

OPTera Metro 5100, 5200 50% [**] 50% [**] 50% [**] 50% [**]

Tx/Rx Buried Het

A0775065 #N/A TX, DM, 2.5 GBPS, 1600, 60NM, 2MW

OPTera Metro 5100, 5200 50% [**] 50% [**] 50% [**] 50% [**]

Tx/Rx Buried Het

A0775067 #N/A TX, DM, 2.5 GBPS, 1602, 31NM, 2MW,

14PIN BUTTER

OPTera Metro 5100, 5200 50% [**] 50% [**] 50% [**] 50% [**]

Tx/Rx Buried Het

A0783533 #N/A TX, DM, 2.5 GBPS, 1573 714NM, 2MW

OPTera Metro 5100, 5200 50% [**] 50% [**] 50% [**] 50% [**]

Tx/Rx Buried Het

A0783534 #N/A TX, DM, 2.5 GBPS, 1575, 368NM, 2MW

OPTera Metro 5100, 5200 50% [**] 50% [**] 50% [**] 50% [**]

Tx/Rx Buried Het

A0783535 #N/A TX, DM, 2.5 GBPS, 1583, 690NM, 2MW

OPTera Metro 5100, 5200 50% [**] 50% [**] 50% [**] 50% [**]

Tx/Rx Buried Het

A0783537 #N/A TX, DM, 2.5 GBPS, 1585, 365NM, 2MW

OPTera Metro 5100, 5200 50% [**] 50% [**] 50% [**] 50% [**]

Tx/Rx Buried Het

A0763538 #N/A TX, DM, 2.5 GBPS, 1593, 793NM, 2MW

OPTera Metro 5100, 5200 50% [**] 50% [**] 50% [**] 50% [**]

Tx/Rx Buried Het

A0783539 #N/A TX, DM, 2.5 GBPS, 1595, 489NM, 2MW

OPTera Metro 5100, 5200 50% [**] 50% [**] 50% [**] 50% [**]

Tx/Rx Buried Het

A0783541 #N/A TX, DM, 2.5 GBPS, 1604, 026NM, 2MW

OPTera Metro 5100, 5200 50% [**] 50% [**] 50% [**] 50% [**]

Tx/Rx Buried Het

A0783542 #N/A TX, DM, 2.5 GBPS, 1605, 744NM, 2MW

OPTera Metro 5100, 5200 50% [**] 50% [**] 50% [**] 50% [**]

Tx/Rx Buried Het

A0786528 NTW142CE OF T00 18-32A TX, DM, 2.5 G t/s, 1530

OPTera Metro 5100, 5200 75% [**] 75% [**] 75% [**] 75% [**]

Tx/Rx Buried Het

A0788857 NTW142BE OF T00 18-17A TX, DM, 2.5 G t/s, 1528

OPTera Metro 5100, 5200 75% [**] 75% [**] 75% [**] 75% [**]

Tx/Rx Buried Het

A0788859 NTW142EE OF T00 18-18A TX, DM, 2.5 G t/s, 1533

OPTera Metro 5100, 5200 75% [**] 75% [**] 75% [**] 75% [**]

Tx/Rx Buried Het

A0786860 NTW142DE OF T00 18-19A TX, DM, 2.5 G t/s, 1531

OPTera Metro 5100, 5200 75% [**] 75% [**] 75% [**] 75% [**]

Tx/Rx Buried Het

A0786861 NTW142HE OF T00 18-20A TX, DM, 2.5 G t/s, 1538

OPTera Metro 5100, 5200 75% [**] 75% [**] 75% [**] 75% [**]

Tx/Rx Buried Het

A0786863 NTW142LE OF T00 18-21A TX, DM, 2.5 G t/s, 1542

OPTera Metro 5100, 5200 75% [**] 75% [**] 75% [**] 75% [**]

Tx/Rx Buried Het

A0786864 NTW142JE OF T00 18-22A TX, DM, 2.5 G t/s, 1539

OPTera Metro 5100, 5200 75% [**] 75% [**] 75% [**] 75% [**]

Tx/Rx Buried Het

A0786866 NTW142KE OF T00 18-23A TX, DM, 2.5 G t/s, 1541

OPTera Metro 5100, 5200 75% [**] 75% [**] 75% [**] 75% [**]

Tx/Rx Buried Het

A0786867 NTW142PE OF T00 18-24A TX, DM, 2.5 G t/s, 1547

OPTera Metro 5100, 5200 75% [**] 75% [**] 75% [**] 75% [**]

Tx/Rx Buried Het

A0786868 NTW142SE OF T00 18-25A TX, DM, 2.5 G t/s, 1552

OPTera Metro 5100, 5200 75% [**] 75% [**] 75% [**] 75% [**]

Tx/Rx Buried Het

A0786869 NTW142OE OF T00 18-26A TX, DM, 2.5 G t/s, 1549

OPTera Metro 5100, 5200 75% [**] 75% [**] 75% [**] 75% [**]

Tx/Rx Buried Het

A0786870 NTW142RE OF T00 18-27A TX, DM, 2.5 G t/s 1550

OPTera Metro 5100, 5200 75% [**] 75% [**] 75% [**] 75% [**]

Tx/Rx Buried Het

A0786871 NTW142VE OF T00 18-28A TX, DM, 2.5 G t/s, 1557

OPTera Metro 5100, 5200 75% [**] 75% [**] 75% [**] 75% [**]

Tx/Rx Buried Het

A0786872 NTW142YE OF T00 18-29A TX, DM, 2.5 G t/s, 1562

OPTera Metro 5100, 5200 75% [**] 75% [**] 75% [**] 75% [**]

Tx/Rx Buried Het

A0786874 NTW142WE OF T00 18-30A TX, DM, 2.5 G t/s, 1558

OPTera Metro 5100, 5200 75% [**] 75% [**] 75% [**] 75% [**]

Tx/Rx Buried Het

A0786875 NTW142XE OF T00 18-31A TX, DM, 2.5 GT/S, 1560

OPTera Metro 5100, 5200 75% [**] 75% [**] 75% [**] 75% [**]

Tx/Rx Buried Het

A0796171 NTW142BE OF T00 18-33A TX, DM, 2.5 GBPS, 1528

OPTera Metro 5100, 5200 75% [**] 75% [**] 75% [**] 75% [**]

Tx/Rx Buried Het

A0796175 NTW142EE OF T00 16-34A TX, DM, 2.5 GBPS, 1533

OPTera Metro 5100, 5200 75% [**] 75% [**] 75% [**] 75% [**]

Tx/Rx Buried Het

A0796354 NTW142CE OF T00 18-35A TX, DM, 2.5 GBPS, 1530

OPTera Metro 5100, 5200 75% [**] 75% [**] 75% [**] 75% [**]

Tx/Rx Buried Het

A0796355 NTW132DE OF T00 18-36A TX, DM, 2.5 GBPS, 1531

OPTera Metro 5100, 5200 75% [**] 75% [**] 75% [**] 75% [**] [**]

Tx/Rx Buried Het

A0796356 NTW142HE OF T00 18-37A TX, DM, 2.5GBPS, 1538

OPTera Metro 5100, 5200 75% [**] 75% [**] 75% [**] 75% [**]

Tx/Rx Buried Het

A0796357 NTW142LE OF T00 18-38A TX, DM, 2.5 GBPS, 1542

OPTera Metro 5100, 5200 75% [**] 75% [**] 75% [**] 75% [**]

Tx/Rx Buried Het

A0796358 NTW142JE OF T00 18-39A TX, DM 2.5 GBPS, 1539

OPTera Metro 5100, 5200 75% [**] 75% [**] 75% [**] 75% [**]

Tx/Rx Buried Het

A0796359 NTW142KE OF T00 18-40A TX, DM, 2.5 GBPS, 1541

OPTera Metro 5100, 5200 75% [**] 75% [**] 75% [**] 75% [**]

4

Tx/Rx Buried Het

A0796360 NTW142PE OF T00 18-41A TX, DM 2.5 GBPS, 1547

OPTera Metro 5100, 5200 75% [**] 75% [**] 75% [**] 75% [**]

Tx/Rx Buried Het

A0796361 NTW142SE OF T00 18-42A TX, DM, 2.5 GBPS, 1552

OPTera Metro 5100, 5200 75% [**] 75% [**] 75% [**] 75% [**]

Tx/Rx Buried Het

A0796362 NTW142OE OF T00 16-43A TX, DM, 2.5 GBPS, 1549

OPTera Metro 5100, 5200 75% [**] 75% [**] 75% [**] 75% [**]

Tx/Rx Buried Het

A0796363 NTW142RE OF T00 18-44A TX, DM, 2.5 GBPS, 1550

OPTera Metro 5100, 5200 75% [**] 75% [**] 75% [**] 75% [**]

Tx/Rx Buried Het

A0796364 NTW142VE OF T00 18-45A TX, DM, 2.5 GBPS, 1557

OPTera Metro 5100, 5200 75% [**] 75% [**] 75% [**] 75% [**]

Tx/Rx Buried Het

A0796365 NTW142YE OF T00 18-46A TX, DM, 2.5 GBPS, 1562

OPTera Metro 5100, 5200 75% [**] 75% [**] 75% [**] 75% [**]

Tx/Rx Buried Het

A0796366 NTW142WE OF T00 18-47A TX, DM, 2.5 GBPS, 1558

OPTera Metro 5100, 5200 75% [**] 75% [**] 75% [**] 75% [**]

Tx/Rx Buried Het

A0796367 NTW142XE OF T00 18-48A TX, DM, 2.5 GBPS, 1560

OPTera Metro 5100, 5200 75% [**] 75% [**] 75% [**] 75% [**]

Tx/Rx Buried Het

A0796368 NTW142DJ OF T00 18-49A TX, DM, 2.5 GBPS, 1570

OPTera Metro 5100, 5200 75% [**] 75% [**] 75% [**] 75% [**]

Tx/Rx Buried Het

A0796369 NTE142GJ OF T00 18-50A TX, DM, 2.5 GBPS, 1575

OPTera Metro 5100, 5200 75% [**] 75% [**] 75% [**] 75% [**]

Tx/Rx Buried Het

A0796370 NTW142EJ OF T00 18-51A TX, DM, 2.5 GBPS, 1572

OPTera Metro 5100, 5200 75% [**] 75% [**] 75% [**] 75% [**]

Tx/Rx Buried Het

A0796371 NTW142FJ OF T00 18-52A TX, DM, 2.5 GBPS, 1573

OPTera Metro 5100, 5200 75% [**] 75% [**] 75% [**] 75% [**]

Tx/Rx Buried Het

A0796372 NTW142JH OF T00 18-53A TX, DM, 2.5 GBPS, 1580

OPTera Metro 5100, 5200 75% [**] 75% [**] 75% [**] 75% [**]

Tx/Rx Buried Het

A0796373 NTW142NJ OF T00 18-54A TX, DM, 2.5 GBPS, 1585

OPTera Metro 5100, 5200 75% [**] 75% [**] 75% [**] 75% [**]

Tx/Rx Buried Het

A0796374 NTW142LI OF T00 18-55A TX, DM, 2.5 GBPS, 1582

OPTera Metro 5100, 5200 75% [**] 75% [**] 75% [**] 75% [**]

Tx/Rx Buried Het

A0796375 NTW142MJ OF T00 18-56A TX, DM 2.5 GBPS, 1583

OPTera Metro 5100, 5200 75% [**] 75% [**] 75% [**] 75% [**]

Tx/Rx Buried Het

A0796405 NTW142RJ OF T00 18-57A TX, DM, 2.5 GBPS, 1590

OPTera Metro 5100, 5200 75% [**] 75% [**] 75% [**] 75% [**]

Tx/Rx Buried Het

A0796406 NTW142UJ OF T00 18-58A TX, DM, 2.5 GBPS, 1595

OPTera Metro 5100, 5200 75% [**] 75% [**] 75% [**] 75% [**]

Tx/Rx Buried Het

A0796408 NTW1425J OF T00 18-59A TX, DM, 2.5 GBPS, 1592

OPTera Metro 5100, 5200 75% [**] 75% [**] 75% [**] 75% [**]

Tx/Rx Buried Het

A0796409 NTW142TJ OF T00 18-60A TX, DM, 2.5 GBPS, 1593

OPTera Metro 5100, 5200 75% [**] 75% [**] 75% [**] 75% [**]

Tx/Rx Buried Het

A0796411 NTW142XJ OF T00 18-61A TX, DM 2.5 GBPS, 1600

OPTera Metro 5100, 5200 75% [**] 75% [**] 75% [**] 75% [**]

Tx/Rx Buried Het

A0796414 NTW142AN OF T00 18-62A TX, DM 2.5 GBPS, 1605

OPTera Metro 5100, 5200 75% [**] 75% [**] 75% [**] 75% [**]

Tx/Rx Buried Het

A0796415 NTW142YJ OF T00 18-63A TX, DM 2.5 GBPS, 1602

OPTera Metro 5100, 5200 75% [**] 75% [**] 75% [**] 75% [**]

Tx/Rx Buried Het

A0796416 NTW142ZJ OF T00 18-64A TX, DM, 2.5 GBPS, 1604

OPTera Metro 5100, 5200 75% [**] 75% [**] 75% [**] 75% [**]

Tx/Rx Buried Het

A0669416 NTW190BE TX, OM, 2.5 G t/s, 1528, 77 MM, 4.0mW

OPTera Metro 5100, 5200 85% [**] 85% [**] 85% [**] 85% [**]

Tx/Rx Buried Het

A0960641 NTW190XJ TX, DM, 2.5 G t/s, 1600 60 NM, 4.0mW

OPTera Metro 5100, 5200 85% [**] 85% [**] 85% [**] 85% [**]

Tx/Rx Buried Het

A0960643 NTW190YJ TX, DM, 2.5 G t/s, 1602 31NM, 2.0mW

OPTera Metro 5100, 5200 85% [**] 85% [**] 85% [**] 85% [**]

Tx/Rx Buried Het

A0960614 NTW190EE 2.4 Gbps BH FBR DFB TX 4mW OPTera Metro 5100, 5200 85% [**] 85% [**] 85% [**] 85% [**]

Tx/Rx Buried Het

A0960615 NTW190CE 2.4 Gbps BH FBR DFB TX 4mW OPTera Metro 5100, 5200 85% [**] 85% [**] 85% [**] 85% [**]

Tx/Rx Buried Het

A0960616 NTW190OE 2.4 Gbps BH FBR DFB TX 4mW OPTera Metro 5100, 5200 85% [**] 85% [**] 85% [**] 85% [**]

Tx/Rx Buried Het

A0960617 NTW190HE 2.4 Gbps BH FBR DFB TX 4mW OPTera Metro 5100, 5200 85% [**] 85% [**] 85% [**] 85% [**]

Tx/Rx Buried Het

A0960618 NTW190LE 2.4 Gbps BH FBR DFB TX 4mW OPTera Metro 5100, 5200 85% [**] 85% [**] 85% [**] 85% [**]

Tx/Rx Buried Het

A0960619 NTW190JE 2.4 Gbps BH FBR DFB TX 4mW OPTera Metro 5100, 5200 85% [**] 85% [**] 85% [**] 85% [**]

Tx/Rx Buried Het

A0960620 NTW190KE 2.4 Gbps BH FBR DFB TX 4mW OPTera Metro 5100, 5200 85% [**] 85% [**] 85% [**] 85% [**]

Tx/Rx Buried Het

A0960621 NTW190PE 2.4 Gbps BH FBR DFB TX 4mW OPTera Metro 5100, 5200 85% [**] 85% [**] 85% [**] 85% [**]

Tx/Rx Buried Het

A0960622 NTW190SE 2.4 Gbps BH FBR DFB TX 4mW OPTera Metro 5100, 5200 85% [**] 85% [**] 85% [**] 85% [**]

Tx/Rx Buried Het

A0960623 NTW190OE 2.4 Gbps BH FBR DFB TX 4mW OPTera Metro 5100, 5200 85% [**] 85% [**] 85% [**] 85% [**]

Tx/Rx Buried Het

A0960624 NTW190RE 2.4 Gbps BH FBR DFB TX 4mW OPTera Metro 5100, 5200 85% [**] 85% [**] 85% [**] 85% [**]

Tx/Rx Buried Het

A0960625 NTW190VE 2.4 Gbps BH FBR DFB TX 4mW OPTera Metro 5100, 5200 85% [**] 85% [**] 85% [**] 85% [**]

Tx/Rx Buried Het

A0960626 NTW190YE 2.4 Gbps BH FBR DFB TX 4mW OPTera Metro 5100, 5200 85% [**] 85% [**] 85% [**] 85% [**]

Tx/Rx Buried Het

A0960627 NTW190WE 2.4 Gbps BH FBR DFB TX 4mW OPTera Metro 5100, 5200 85% [**] 85% [**] 85% [**] 85% [**]

Tx/Rx Buried Het

A0960628 NTW190XE 2.4 Gbps BH FBR DFB TX 4mW OPTera Metro 5100, 5200 85% [**] 85% [**] 85% [**] 85% [**]

5

6

Tx/Rx Buried Het

A0960629 NTW190OJ 2.4 Gbps BH FBR DFB TX 4mW OPTera Metro 5100, 5200 85% [**] 85% [**] 85% [**] 85% [**]

Tx/Rx Buried Het

A0960630 NTW190GJ 2.4 Gbps BH FBR DFB TX 4mW OPTera Metro 5100, 5200 85% [**] 85% [**] 85% [**] 85% [**]

Tx/Rx Buried Het A0960631 NTW190EJ 2.4 Gbps BH FBR DFB TX 4mW

OPTera Metro 5100, 5200

85% [**] 85% [**] 85% [**] 85% [**]

Tx/Rx Buried Het A0960632 NTW190FJ 2.4 Gbps BH FBR DFB TX 4mW

OPTera Metro 5100, 5200

85% [**] 85% [**] 85% [**] 85% [**]

Tx/Rx Buried Het A0960634 NTW190NJ 2.4 Gbps BH FBR DFB TX 4mW

OPTera Metro 5100, 5200

85% [**] 85% [**] 85% [**] 85% [**]

Modules

Modules

A0606599

NTW060AD

IM, MO, 2.5 GBPS, 131 Onm,

TX, DC

OPTera Metro 5100,

5200

100%

[**]

100%

[**]

100%

[**]

100%

[**]

[**]

Modules Modules A0606602 NTW061AD IM, MO, 2.5 GBPS, 131 ONM, RX, DC

OPTera Metro 5100, 5200

100% [**] 100% [**] 100% [**] 100% [**] [**]

[**] [**] Tx/Rx

10 G b/s PIN

A0661414

NTBL730B

A066141-RX, APO, 10 OGPS,

1280

OPTera Metro 5100,

5200

100%

[**]

100%

[**]

100%

[**]

100%

[**]

[**]

Tx/Rx 10 G b/s PIN

A0663412 PP 10G-C57 RX, PIN, 10GBPS, 1300-1575NM

OPTera Metro 5100, 5200

100% [**] 100% [**] 100% [**] 100% [**] [**]

Tx/Rx

10 G b/s EML

A0663564

NTW115BE

A0663561 TXM EML 10Gb/s,

152a, 6n

OPTera Metro 5100,

5200

0%

[**]

0%

[**]

0%

[**]

0%

[**]

Tx/Rx 10 G b/s EML

A0663565 NTW115EE A0663565 TXM EML, 10GBPS, 1533 5N

OPTera Metro 5100, 5200

0% [**] 0% [**] 0% [**] 0% [**]

Tx/Rx 10 G b/s EML

A0663566 NTW115CE A0663566 TX, EML, 10GBPS, 1533 5N

OPTera Metro 5100, 5200

0% [**] 0% [**] 0% [**] 0% [**]

Tx/Rx 10 G b/s EML

A0663567 NTW116DE A0663567 TX, EML, 10GBPS, 1531 9N

OPTera Metro 5100, 5200

0% [**] 0% [**] 0% [**] 0% [**]

Tx/Rx 10 G b/s EML

A0663568 NTW115HE A0663568 TX, EML, 10GBPS, 1538 2N

OPTera Metro 5100, 5200

0% [**] 0% [**] 0% [**] 0% [**]

Tx/Rx 10 G b/s EML

A0663569 NTW115JE A0663569 TX, EML, 10GBPS, 1539 8N

OPTera Metro 5100, 5200

0% [**] 0% [**] 0% [**] 0% [**]

Tx/Rx 10 G b/s EML

A0663570 NTW115KE A0663570 TX, EML, 10GBPS, 1541 3N

OPTera Metro 5100, 5200

0% [**] 0% [**] 0% [**] 0% [**]

Tx/Rx 10 G b/s EML

A0663571 NTW115LE A0663571 TX, EML, 10GBPS, 1542 9N

OPTera Metro 5100, 5200

0% [**] 0% [**] 0% [**] 0% [**] [**]

Tx/Rx 10 G b/s EML

A0663572 NTW115PE A0663572 TX, EML, 10GBPS, 1547 7N

OPTera Metro 5100, 5200

0% [**] 0% [**] 0% [**] 0% [**]

Tx/Rx 10 G b/s EML

A0663573 NTW115OE A0663573 TX, EML, 10GBPS, 1549 3N

OPTera Metro 5100, 5200

0% [**] 0% [**] 0% [**] 0% [**]

Tx/Rx 10 G b/s EML

A0663574 NTW115RE A0863574 TX, EML, 10GBPS, 1550 9N

OPTera Metro 5100, 5200

0% [**] 0% [**] 0% [**] 0% [**]

Tx/Rx 10 G b/s EML

A0663575 NTW115SE A0663575 TXM EML 19GBPS 1552 5N

OPTera Metro 5100, 5200

0% [**] 0% [**] 0% [**] 0% [**]

Tx/Rx 10 G b/s EML

A0663576 NTW115VE A0663576 TX, EML, 10GPS, 1557 4N

OPTera Metro 5100, 5200

0% [**] 0% [**] 0% [**] 0% [**]

Tx/Rx 10 G b/s EML

A0663577 NTW115WE A0663577 TX, EML, 10GBPS, 1558 9N

OPTera Metro 5100, 5200 0% [**] 0% [**] 0% [**] 0% [**]

Tx/Rx 10 G b/s EML

A0663578 NTW115XE A0663578 TX, EML, 10GBPS, 1560 6N

OPTera Metro 5100, 5200 0% [**] 0% [**] 0% [**] 0% [**]

Tx/Rx 10 G b/s EML

A0663579 NTW115YE A0663579 TX, EML, 10GBPS, 1562 2N

OPTera Metro 5100, 5200 0% [**] 0% [**] 0% [**] 0% [**]

Tx/Rx Mini-dh Tx

A0614045 NT8W66AE 8 pin min OIL Tx 0.2mW Plastic OP Tera Metro 3300, 3400 (OC 3Ex)

100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx Mini-dh Tx

A0767175 NT8W66BE IM, MO, 1.25GBPS, 1260-1360NM

OC-48 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx Mini-dh Tx

A0680961 NT8W66BM 1260-1360nm TX MODULE, 0.1 mW

OC-3/12 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx Mini-dh Tx

A0667667 NT8W66DB 300NM Transmitter, 0.2 MW, SONET 155/622 MBP

OM4K 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx Mini-dh Tx

A0640837 NT8W66DO 1,300 NM TRANSMITTER MODULE, O.

OC-3/12 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx Mini-dh Tx

A0796722 NT8W66DF 8 pin mini OIL Tx Module, 1300 OC-3/12 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx Mini-dh Tx

A0658478 NT8W66DG TX, DM, 153 MBPS, 1300NM OC-3/12 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx Mini-dh Tx

A0738160 NT8W66OM 8 PIN MINI OIL TX MODULE 0.2mW

OC-192 100% [**] 100% [**] 100% [**] 100% [**] [**]

Tx/Rx Mini-dh Tx

A0727546 NT8W66OX 1300nm TX MODULE, 2mW OM4K 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx Mini-dh Tx

A0727549 NT8W66OY 1300nm TX Module, 2mW OM4K 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx Mini-dh Tx

A0727550 NT8W66OZ 1300nm TX Module, 2mW OM4K 100% [**] 100% [**] 100% [**] 100% [**]

7

8

Tx/Rx Mini-dh Tx HIP

A0834252 NT8W66JU 8 pin mini DIL VHT 1300nm Trnasmitter 155Mbps, 0.5

OM4K 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx Mini-dh Tx HIP

A0641235 NT8W66UD LASER MDOUEL, 1300 NM, 1.4 MW

OC-3/12 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx Mini-dh Tx HIP

A0768206 NT8W66UE 8 pin mini DIL 1300nm Tx Module

OC-48 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx Mini-dh OC3 R

A0640984 NT8W95AD X, PIN, 155 MBPS, 1300NM OPTera Connect DX 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx Mini-dh OC3 R

A0645709 NT8W95ED 1300 NM IR/LR RX MOCULE, 155 M

OC-48 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx Mini-dh OC3 R

A0727563 NT8W95EU 1300nm IR/LR RX Module, 155 MBPS

OM4K 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx Mini-dh OC3 R

A0727585 NT8W95EV 1300nm IR/LR RX Module, 155 MBPS

OM4K 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx Mini-dh OC12

A0640983 NT8W96AD RX, PIN, 622MBPS, 1300NM OPTera Connect DX 100% [**] 100% [**] 100% [**] 100% [**] [**]

Tx/Rx Mini-dh OC12

A0658519 NT8W96AE IMMO, 622MBPS, 1300 NM, RX

OC-3/12 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx Mini-dh OC12

A0796727 NT8W96AG 8 pin mini DIL Rx Module, 1300 OC-3/12 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx Mini-dh OC12

A0646895 NT8W96CB RX, PIN, 622MBPS, 1300N OM4K 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx Mini-dh OC12

A0727566 NT8W96CT RX, PIN, 622MBPS, 1300N OM4K 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx

Mini-dh 25 Gb

A0635933

NTW103BE

8 pin mini DIL 1300nm Tx

PhGRND

OPTera Connect DX

100%

[**]

100%

[**]

100%

[**]

100%

[**]

[**]

Tx/Rx Mini-dh 25 Gb

A0723516 NTW042AD 1300nm RX MODULE SR. 2.5Gbps

OC-192 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx Mini-dh 25 Gb

A0827486 NTW042ED Siv RX 1.5G 1300nm 8V PIN Biss

OPTera LH 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx Mini-dh 25 Gb

A0799350 NTW042BB Scon V Rx Module, 2.5Gb OM4K 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx

Mini-dh 25 Gb

A0723518

NTW044AD

1300/1550nm RX MODULE,

LR, 622

OPTera Metro 3300, 3400

(OC-3Ex)

100%

[**]

100%

[**]

100%

[**]

100%

[**]

[**]

Msc.

Misc.

A0622550

DRP2S-43T2

DRP2S-43T2 PIN

PHOTOCETECTOR,

OPTera Connect HDX

100%

[**]

100%

[**]

100%

[**]

100%

[**]

[**]

Msc. Misc. A0769197 NT8W56AC Directors, Co-asist with Single M OPTera LH 100% [**] 100% [**] 100% [**] 100% [**] Msc. Misc. A0634109 NT8W79AA OAXIAL PIN OIODE

DETECTOR, LO OC-192 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx

OSC

A0776722

NTW106BE

OF T0014-2A MODULE, Tx,

OSC LAS

OPTera 1600G Amplifier

100%

[**]

100%

[**]

100%

[**]

100%

[**]

[**]

Tx/Rx OSC A0624555 NTW106AE TX0SC, 1471 3NM, 4.28MW OPTera 1600G Amplifier 100% [**] 100% [**] 100% [**] 100% [**] Tx/Rx OSC A0624364 NTW106EE TXOSC, 1486 5NM, 4.28MW OPTera 1600G Amplifier 100% [**] 100% [**] 100% [**] 100% [**] Tx/Rx OSC A0632329 NTW106CE TX OSC, 1615 ONM, 4.28MW OPTera 1600G Amplifier 100% [**] 100% [**] 100% [**] 100% [**] [**] Tx/Rx OSC A0782553 NTW106AE OSC laser, 1510nm, 3.3dbm, 2.4 OC-192 100% [**] 100% [**] 100% [**] 100% [**] Tx/Rx OSC A0782554 NTW106BE OSC laser, 1510nm, 3.3dbm, 2.4

OSC laser, 1480 nm 3.3dbm 2.4 OC-192 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx OSC A0696444 NTW106KE OSC laser 162Onm, 5dbm OPTera LH 5000 (Equinox NGA)

100% [**] 100% [**] 100% [**] 100% [**] N/A

Tx/Rx

OC48 DWDM

A0699447

NTBL73AE

1527 22 nm III-V M2 module, st

OPTera LH

100%

[**]

100%

[**]

100%

[**]

100%

[**]

Tx/Rx OC48 DWDM

A0762514 NTBL73AL 1527 nm ad pw OC 48 MZ Tx OPTera LH 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx OC48 DWDM

A0699448 NTBL73BE 1526.77 nm III-V M2 mdoule, st OPTera LH 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx OC48 DWDM

A0762515 NTBL73BL 1529.55 nm adj. Pwr OC-48 MZ Tx

OPTera LH 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx OC48 DWDM

A0699449 NTBL73CE 1530.33 nm III-V M2 module, st OPTera LH 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx OC48 DWDM

A0673452 NTBL73CG OC-48 STABILIZED III-V MZ LASE

OPTera LH 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx OC48 DWDM

A0762516 NTBL73CL 1531 11 nm adj pwr OC-46 MZ Tx

OPTera LH 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx OC48 DWDM

A0636473 NTBL73CR 1530 72 nm adj pwr OC-46 MZ Tx

OPTera LH 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx OC48 DWDM

A0699450 NTBL73OE 1531.90 nm III.V M2 module, st OPTera LH 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx OC48 DWDM

A0762517 NTBL73OL 1532.68 nm adj pwr OC-48 MZ Tx

OPTera LH 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx OC48 DWDM

A0699451 NTBL73EE 1533.47 nm III-V MZ module, st OPTera LH 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx OC48 DWDM

A0762518 NTBL73EL 1534.25 nm adj pwr OC-48 MZ Tx

OPTera LH 100% [**] 100% [**] 100% [**] 100% [**]

9

Tx/Rx OC48 DWDM

A0638474 NTBL73ES 1534.64 nm adj pwr OC-48 MZ Tx

OPTera LH 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx OC48 DWDM

A0699452 NTBL73FE 1535.04 nm III-V MZ module, st OPTera LH 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx OC48 DWDM

A0762519 NTBL73FL 1535.82 adj pwr OC-48 MZ Tx OPTera LH 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx OC48 DWDM

A0699453 NTBL73GE 1536.61 nm III-V MZ module, st OPTera LH 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx OC48 DWDM

A0762520 NTBL73GL 1537.40 nm adj pwr OC-48 MZ Tx

OPTera LH 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx OC48 DWDM

A0699454 NTBL73HE 1538.19 nm III-V MZ mdoule, st OPTera LH 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx OC48 DWDM

A0762321 NTBL73HL 1538.96 nm adj pwr OC-48 MZ Tx

OPTera LH 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx OC48 DWDM

A0699455 NTBL73JE 1539.71 nm III-V MZ module, st OPTera LH 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx OC48 DWDM

A0762522 NTBL73JL 1540.56 nm adj pwr OC-48 MZ Tx

OPTera LH 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx OC48 DWDM

A0699450 NTBL73KE 1541.35 nm III-V MZ module, st OPTera LH 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx OC48 DWDM

A0762523 NTBL73KL 1542.14 nm adj pwr OC-48 MZ Tx

OPTera LH 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx OC48 DWDM

A0699457 NTBL73LE 1542.91 nm III-V MZ module, st OPTera LH 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx OC48 DWDM

A0762524 NTBL73LL 1543.73 nm adj OC-48 MZ Tx OPTera LH 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx OC48 DWDM

A0638475 NTBL73LS 1544.10 nm adj pwr OC-48 MZ Tx

OPTera LH 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx OC48 DWDM

A0699458 NTBL73ME 1544.50 nm III-V MZ module, st OPTera LH 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx OC48 DWDM

A0762528 NTBL73ML 1545.32 nm adj. Pwr OC-48 MZ Tx

OPTera LH 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx OC48 DWDM

A0699459 NTBL73NE 1548.12 nm III-V MZ module, st OPTera LH 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx OC48 DWDM

A0673478 NTBL73NG OC-48 STABILIZED III.V MZ LASE

OPTera LH 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx OC48 DWDM

A0762526 NTBL73NL 1548.92 nm adj pwr OC-48 MZ Tx

OPTera LH 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx OC48 DWDM

AO699460 NTBL73PE 1547.72 nm III-V MZ module, st OPTera LH 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx OC48 DWDM

A0762527 NTBL73PL 1548.52 nm adj pwr OC-48 MZ Tx

OPTera LH 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx OC48 DWDM

A0699461 NTBL73OE 1549.32 nm III.V MZ module, st OPTera LH 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx OC48 DWDM

A0762528 NTBL73OL 1550.12 nm adj pwr OC-48 MZ, Tx

OPTera LH 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx OC48 DWDM

A0699462 NTBL73RE 1550.92 nm III-V M2 module, st OPTera LH 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx OC48 DWDM

A0762529 NTBL73RL 1551.72 nm adj pwr OC-48 MZ Tx

OPTera LH 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx OC48 DWDM

A0638478 NTBL73PR 1551.32 nm adj pwr OC-48 MZ Tx

OPTera LH 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx OC48 DWDM

A0699463 NTBL73SE 1552.52 nm III-V M2 module, st OPTera LH 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx OC48 DWDM

A0762530 NTBL73SL 1553.33 nm adj pwr OC-48 MZ Tx

OPTera LH 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx OC48 DWDM

A06999464 NTBL73TE 1554.13 nm III-V M2 module, st OPTera LH 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx OC48 DWDM

A0762531 NTBL73TL 1554.94 NM adj pwr OC-48 MZ Tx

OPTera LH 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx OC48 DWDM

A0699465 NTBL73UE 1555.75 nm III-V MZ module, st OPTera LH 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx OC48 DWDM

A0762532 NTBL73UL 1556.56 nm adj pwr OC-48 MZ Tx

OPTera LH 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx OC48 DWDM

A0638477 NTBL73US 1556.96 nm adj pwr OC-48 MZ Tx

OPTera LH 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx OC48 DWDM

A0699466 NTBL73VE 1557.36 nm III-V MZ module, st OPTera LH 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx OC48 DWDM

A0782533 NTBL73VL 1558.17 nm adj pwr OC-48 MZ Tx

OPTera LH 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx OC48 DWDM

A0699467 NTBL73WE 1558.98 nm III-V MZ module, st OPTera LH 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx OC48 DWDM

A0762534 NTBL73WL 1538.79 nm adj pwr OC-48 MZ Tx

OPTera LH 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx OC48 DWDM

A0638478 NTBL 73WS 1540.20 nm adj pwr OC-48 MZ Tx

OPTera LH 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx OC48 DWDM

A0699468 NTBL73XE 1560.61 nm III-V MZ module, st OPTera LH 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx OC48 DWDM

A0782535 NTBL73XL 1541.42 nm adj pwr OC-48 MZ Tx

OPTera LH 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx OC48 DWDM

A0699469 NTBL73VE 1502.23 nm III-V MZ module, st OPTera LH 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx OC48 DWDM

A0659580 NTBL74BE OC48 III-V MZ 1528.773, 3 Caps

OPTera LH 100% [**] 100% [**] 100% [**] 100% [**]

10

11

Tx/Rx OC48 DWDM

A0659882 NTBL74BL OC48 III-V MZ 1529.563, 3 Caps

OPTera LH 100% [**] 100% [**] 100% [**] 100% [**] [**]

Tx/Rx OC48 DWDM

A0659884 NTBL74CE OC48 III-V MZ 1530.334, 3 Caps

OPTera LH 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx OC48 DWDM

A0659888 NTBL74CL OC48 III-V MZ 1531.118, 3 Caps

OPTera LH 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx OC48 DWDM

A0659885 NTBL74CR OC48 III-V MZ 1530.725, 3 Caps

OPTera LH 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx OC48 DWDM

A0659887 NTBL74CS OC48 III-V MZ 1531.507, 3 Caps

OPTera LH 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx OC48 DWDM

A0659889 NTBL74DE OC48 III-V MZ 1531.616, 3 Caps

OPTera LH 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx OC48 DWDM

A0659893 NTBL74DL OC48 III-V MZ 1532.681, 3 Caps

OPTera LH 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx OC48 DWDM

A0659891 NTBL74DR OC48 III-V MZ 1532.280, 3 Caps

OPTera LH 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx OC48 DWDM

A0659895 NTBL74DS OC48 III-V MZ 1533.073, 3 Caps

OPTera LH 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx OC48 DWDM

A0659896 NTBL74EE OC48 III-V MZ 1533.465, 3 Caps

OPTera LH 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx OC48 DWDM

A0659900 NTBL74EL OC48 III-V MZ 1534.253, 3 Caps

OPTera LH 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx OC48 DWDM

A0659897 NTBL74ER OC48 III-V MZ 1533.851, 3 Caps

OPTera LH 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx OC48 DWDM

A0659902 NTBL74ES OC48 III-V MZ 1534.641, 3 Caps

OPTera LH 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx OC48 DWDM

A0659903 NTBL74FE OC48 III-V MZ 1535.034, 3 Caps

OPTera LH 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx OC48 DWDM

A0659907 NTBL74FL OC48 III-V MZ 1535.822, 3 Caps

OPTera LH 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx OC48 DWDM

A0659805 NTBL74FR OC48 III-V MZ 1535.421, 3 Caps

OPTera LH 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx OC48 DWDM

A0549908 NTBL7FS OC48 III-V MZ 1536.216, 3 Caps

OPTera LH 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx OC48 DWDM

A0659910 NTBL74GE OC48 III-V MZ 1538.609, 3 Caps

OPTera LH 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx OC48 DWDM

A0659912 NTBL74GL OC48 III-V MZ 1537.397, 3 Caps

OPTera LH 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx OC48 DWDM

A0659911 NTBL74GR OC48 III-V MZ 1537.003, 3 Caps

OPTera LH 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx OC48 DWDM

A0659913 NTBL74GS OC48 III-V MZ 1537.792, 3 Caps

OPTera LH 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx OC48 DWDM

A0659914 NTBL74HE OC48 III-V MZ 1538.188, 3 Caps

OPTera LH 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx OC48 DWDM

A0659916 NTBL74HL OC48 III-V MZ 1538.978, 3 Caps

OPTera LH 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx OC48 DWDM

A0659915 NTBL74HR OC48 III-V MZ 1538.581, 3 Caps

OPTera LH 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx OC48 DWDM

A0659917 NTBL74HS OC48 III-V MZ 1539.371, 3 Caps

OPTera LH 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx OC48 DWDM

A0659918 NTBL74JE OC48 III-V MZ 1539.766, 3 Caps

OPTera LH 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx OC48 DWDM

A0659920 NTBL74JL OC48 III-V MZ 1540.557, 3 Caps

OPTera LH 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx OC48 DWDM

A0659919 NTBL74JR OC48 III-V MZ 1540.162, 3 Caps

OPTera LH 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx OC48 DWDM

A0659921 NTBL74JS OC48 III-V MZ 1540.953, 3 Caps

OPTera LH 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx OC48 DWDM

A0659922 NTBL74KE OC48 III-V MZ 1541.349, 3 Caps

OPTera LH 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx OC48 DWDM

A0659924 NTBL74KL OC48 III-V MZ 1542.142, 3 Caps

OPTera LH 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx OC48 DWDM

A0659923 NTBL74KR OC48 III-V MZ 1541.748, 3 Caps

OPTera LH 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx OC48 DWDM

A0659925 NTBL74KS OC48 III-V MZ 1542.539, 3 Caps

OPTera LH 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx OC48 DWDM

A0659926 NTBL74LE OC48 III-V MZ 1542.936, 3 Caps

OPTera LH 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx OC48 DWDM

A0659928 NTBL74LL OC48 III-V MZ 1543.730, 3 Caps

OPTera LH 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx OC48 DWDM

A0659927 NTBL74LR OC48 III-V MZ 1543.333, 3 Caps

OPTera LH 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx OC48 DWDM

A0659929 NTBL74LS OC48 III-V MZ 1544.128, 3 Caps

OPTera LH 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx OC48 DWDM

A0659930 NTBL74ME OC48 III-V MZ 1544.528, 3 Caps

OPTera LH 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx OC48 DWDM

A0659932 NTBL74ML OC48 III-V MZ 1545.322, 3 Caps

OPTera LH 100% [**] 100% [**] 100% [**] 100% [**]

12

13

Tx/Rx OC48 DWDM

A0659931 NTBL74MR OC48 III-V MZ 1544.924, 3 Caps

OPTera LH 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx OC48 DWDM

A0659933 NTBL74MS OC48 III-V MZ 1545.720, 3 Caps

OPTera LH 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx OC48 DWDM

A0659934 NTBL74NE OC48 III-V MZ 1546.119, 3 Caps

OPTera LH 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx OC48 DWDM

A0659937 NTB74LNL OC48 III-V MZ 1546.917, 3 Caps

OPTera LH 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx OC48 DWDM

A0659936 NTBL74NR OC48 III-V MZ 1546.518, 3 Caps

OPTera LH 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx OC48 DWDM

A0659938 NTBL74NS OC48 III-V MZ 1547.316, 3 Caps

OPTera LH 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx OC48 DWDM

A0659940 NTBL74PE OC48 III-V MZ 1547.715, 3 Caps

OPTera LH 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx OC48 DWDM

A0659943 NTBL74PL OC48 III-V MZ 1548.515, 3 Caps

OPTera LH 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx OC48 DWDM

A0659942 NTBL74PR OC48 III-V MZ 1548.115, 3 Caps

OPTera LH 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx OC48 DWDM

A0659944 NTBL74PS OC48 III-V MZ 1548.915, 3 Caps

OPTera LH 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx OC48 DWDM

A0659945 NTBL74QE OC48 III-V MZ 1549.315, 3 Caps

OPTera LH 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx OC48 DWDM

A0659947 NTBL74QL OC48 III-V MZ 1550.119, 3 Caps

OPTera LH 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx OC48 DWDM

A0659946 NTBL74QR OC48 III-V MZ 1549.715, 3 Caps

OPTera LH 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx OC48 DWDM

A0659948 NTBL74QS OC48 III-V MZ 1550.517, 3 Caps

OPTera LH 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx OC48 DWDM

A0659949 NTBL74RE OC48 III-V MZ 1550.918, 3 Caps

OPTera LH 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx OC48 DWDM

A0659951 NTBL74RL OC48 III-V MZ 1551.721, 3 Caps

OPTera LH 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx OC48 DWDM

A0659950 NTBL74RR OC48 III-V MZ 1551.319, 3 Caps

OPTera LH 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx OC48 DWDM

A0659952 NTBL74RS OC48 III-V MZ 1552.122, 3 Caps

OPTera LH 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx OC48 DWDM

A0659954 NTBL74SE OC48 III-V MZ 1552.524, 3 Caps

OPTera LH 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx OC48 DWDM

A0659958 NTBL74SL OC48 III-V MZ 1553.329, 3 Caps

OPTera LH 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx OC48 DWDM

A0659955 NTBL74SR OC48 III-V MZ 1552.126, 3 Caps

OPTera LH 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx OC48 DWDM

A0659957 NTBL74SS OC48 III-V MZ 1553.131, 3 Caps

OPTera LH 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx OC48 DWDM

A0659958 NTBL74TE OC48 III-V MZ 1554.134, 3 Caps

OPTera LH 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx OC48 DWDM

A0659960 NTBL74TL OC48 III-V MZ 1554.340, 3 Caps

OPTera LH 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx OC48 DWDM

A0659959 NTBL74TR OC48 III-V MZ 1554.537, 3 Caps

OPTera LH 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx OC48 DWDM

A0659961 NTBL74TS OC48 III-V MZ 1555.343, 3 Caps

OPTera LH 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx OC48 DWDM

A0659963 NTBL74UE OC48 III-V MZ 1555.747, 3 Caps

OPTera LH 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx OC48DWDM A0659965 NTBL74UL OC48 III-V MZ 1556.555, 3 Caps

OPTera LH 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx OC48DWDM A0659964 NTBL74UR OC48 III-V MZ 1556.151, 3 Caps

OPTera LH 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx OC48DWDM A0659966 NTBL74US OC48 III-V MZ 1556.959, 3 Caps

OPTera LH 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx OC48DWDM A0659967 NTBL74VE OC48 III-V MZ 1557.363, 3 Caps

OPTera LH 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx OC48DWDM A0659968 NTBL74VL OC48 III-V MZ 1558.113, 3 Caps

OPTera LH 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx OC48DWDM A0659968 NTBL74VR OC48 III-V MZ 1557.768, 3 Caps

OPTera LH 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx OC48DWDM A0659970 NTBL74VS OC48 III-V MZ 1558.518, 3 Caps

OPTera LH 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx OC48DWDM A0659972 NTBL74WE OC48 III-V MZ 1558.943, 3 Caps

OPTera LH 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx OC48DWDM A0659974 NTBL74WL OC48 III-V MZ 1559.714, 3 Caps

OPTera LH 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx OC48DWDM A0659973 NTBL74WR OC48 III-V MZ 1559.389, 3 Caps

OPTera LH 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx OC48DWDM A0659976 NTBL74WS OC48 III-V MZ 1560.200, 3 Caps

OPTera LH 100% [**] 100% [**] 100% [**] 100% [**]

14

15

Tx/Rx OC48DWDM A0659977 NTBL74XE OC48 III-V MZ 1560.608, 3 Caps

OPTera LH 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx OC48DWDM A0659979 NTBL74XL OC48 III-V MZ 1561.419, 3 Caps

OPTera LH 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx OC48DWDM A0659978 NTBL74XR OC48 III-V MZ 1561.011, 3 Caps

OPTera LH 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx OC48DWDM A0659980 NTBL74XS OC48 III-V MZ 1561.824, 3 Caps

OPTera LH 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx OC48DWDM A0659982 NTBL74YE OC48 III-V MZ 1562.233, 3 Caps

OPTera LH 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx OC48DWDM A0659983 NTBL74YR OC48 III-V MZ 1562.641, 3 Caps

OPTera LH 100% [**] 100% [**] 100% [**] 100% [**]

Modules

Modules

A0655312

NTCC07X3

10G RX FIBER TRAY

ASSEMBLY w/A

OPTera LH

20%

[**]

20%

[**]

20%

[**]

20%

[**]

[**]

Tx/Rx 2.5 Gb/s Rs A0643928 NTW001AA 131DM1550 nm Rx module, 2.5 GB

OP Tera Metro 3300,3400(oc-3Ex)

100% [**] 100% [**] 100% [**] 100% [**] [**]

Tx/Rx 2.5 Gb/s Rs A0738255 NTW001BA 8 pin (cooled) APD Pre-amp Rx

OC-48 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx 2.5 Gb/s Rs A0774429 NTW001BB 8 PN (cooled) APO PRE-AMP OM4K 100% [**] 100% [**] 100% [**] 100% [**] Tx/Rx 2.5 Gb/s Rs A0651004 NTW001BC 8 pin APO Cooled Pre-amp Rx OPTera LH 100% [**] 100% [**] 100% [**] 100% [**] Tx/Rx 2.5 Gb/s Rs A0651001 NTW001AD 8 pin (uncolled) APO Pre-amp

RX OP Tera Metro

5100.5200 100% [**] 100% [**] 100% [**] 100% [**]

Modules Modules A0821706 A0821706 LIMI 18B-141C28 Passport 15K 100% [**] 100% [**] 100% [**] 100% [**] [**] Modules Modules A0821707 A0821707 MIMS 161B-141C28 Passport 15K 100% [**] 100% [**] 100% [**] 100% [**] [**] Tx/Rx PGC A0600865 NT8W3718 QFT0024-2A OPTICAL

TRANSMITTER OP Tera Metro

5100,5200 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx PGC A0757925 NT8W3710 25 Ohm Matched Load MLC 1310nm

OC-192 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx PGC A0651381 NT8W3660 2.4GbS DfB LR Laser 1541.35nm, 14 pin

OM4K 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx PGC A0689504 NT8W37KC 1310 NM TX MODULE, GC OFB, 2.5

OP Tera LH 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx PGC A0610909 NTW096BE Tx,DM.2.5GBPS,1528.77MW.2.1MW, 14PIN BUTTE

OM3500Worldcom 25% [**] 25% [**] 0% N/A 0% [**]

Tx/Rx PGC A0610911 NTW096CE Tx,DM.2.5GBPS,1530.33MW.2.1MW, 14PIN BUTTE

OM3500Worldcom 25% [**] 25% [**] 0% N/A 0% [**]

Tx/Rx PGC A0610913 NTW096DE Tx,DM.2.5GBPS,1531.99MW.2.1MW, 14PIN BUTTE

OM3500Worldcom 25% [**] 25% [**] 0% N/A 0% [**]

Tx/Rx PGC A0610931 NTW096EE Tx,DM.2.5GBPS,1533.47MW.2.1MW, 14PIN BUTTE

OM3500Worldcom 25% [**] 25% [**] 0% N/A 0% [**]

Tx/Rx PGC A0610934 NTW096HE Tx,DM.2.5GBPS,1538.19MW.2.1MW, 14PIN BUTTE

OM3500Worldcom 25% [**] 25% [**] 0% N/A 0% [**]

Tx/Rx PGC A0601939 NTW096JE Tx,DM.2.5GBPS,1539.77MW.2.1MW, 14PIN BUTTE

OM3500Worldcom 25% [**] 25% [**] 0% N/A 0% [**]

Tx/Rx PGC A0610944 NTW095KE Tx,DM.2.5GBPS,1541.35MW.2.1MW, 14PIN BUTTE

OM3500Worldcom 25% [**] 25% [**] 0% N/A 0% [**] [**]

Tx/Rx PGC A0610946 NTW096LE Tx,DM.2.5GBPS,1542.94MW.2.1MW, 14PIN BUTTE

OM3500Worldcom 25% [**] 25% [**] 0% N/A 0% [**]

Tx/Rx PGC A0610878 NTW096PE Tx,DM.2.5GBPS,1547.72MW.2.1MW, 14PIN BUTTE

OM3500Worldcom 25% [**] 25% [**] 0% N/A 0% [**]

Tx/Rx PGC A0610881 NTW096QE Tx,DM.2.5GBPS,1549.32MW.2.1MW, 14PIN BUTTE

OM3500Worldcom 25% [**] 25% [**] 0% N/A 0% [**]

Tx/Rx PGC A0610888 NTW096RE Tx,DM.2.5GBPS,1550.92MW.2.1MW, 14PIN BUTTE

OM3500Worldcom 25% [**] 25% [**] 0% N/A 0% [**]

Tx/Rx PGC A010891 NTW096SE Tx,DM.2.5GBPS,1552.62MW.2.1MW, 14PIN BUTTE

OM3500Worldcom 25% [**] 25% [**] 0% N/A 0% [**]

Tx/Rx PGC A010892 NTW096VE Tx,DM.2.5GBPS,1557.36MW.2.1MW, 14PIN BUTTE

OM3500Worldcom 25% [**] 25% [**] 0% N/A 0% [**]

Tx/Rx PGC A010894 NTW096WE Tx,DM.2.5GBPS,1558.98MW.2.1MW, 14PIN BUTTE

OM3500Worldcom 25% [**] 25% [**] 0% N/A 0% [**]

Tx/Rx PGC A010899 NTW096XE Tx,DM.2.5GBPS,1560.61MW.2.1MW, 14PIN BUTTE

OM3500Worldcom 25% [**] 25% [**] 0% N/A 0% [**]

Tx/Rx PGC A010902 NTW096YE Tx,DM.2.5GBPS,1562.23MW.2.1MW, 14PIN BUTTE

OM3500Worldcom 25% [**] 25% [**] 0% N/A 0% [**]

Tx/Rx

ROA

A0668388

NTCC0800

WRAPPER, C-BAND Pin-PreAmp ASS

OP Tera Connect DX

100%

[**]

100%

[**]

100%

[**]

100%

[**]

Tx/Rx ROA A0640837 NTCC0810 L-BAND PIN/PREAMP 1565-1605NM Op Tera LH 100% [**] 100% [**] 100% [**] 100% [**] [**] Tx/Rx

ROA

A0720566

NTCC0812

OC-192 T/R RX OPTICS ASSY

OP Tera Connect DX

100%

[**]

100%

[**]

100%

[**]

100%

[**]

Tx/Rx

TOA

A0738164

NTCC01E0

OC192 TX OPTICS ASSY 1542.94NM

OC-192

C

100%

[**]

100%

[**]

100%

[**]

100%

[**]

[**]

Tx/Rx TOA A0672005 NTCC01E1 oc 192 tx optics assy 1528.71n OC-192 C 100% [**] 100% [**] 100% [**] 100% [**] Tx/Rx TOA A0668412 NTCC01E2 oc192 TX OPTICS ASSY 1530.33nm OC-192 C 100% [**] 100% [**] 100% [**] 100% [**] Tx/Rx TOA A0687772 NTCC01E3 OC192 TX OPTICS ASSY 1531.90nm OC-192 C 100% [**] 100% [**] 100% [**] 100% [**] Tx/Rx TOA A0668443 NTCC01E4 OC192 TX OPTICS ASSY 1533.47nm OC-192 C 100% [**] 100% [**] 100% [**] 100% [**] Tx/Rx TOA A0668444 NTCC01E5 OC192 TX OPTICS ASSY 1535.05nm OC-192 100% [**] 100% [**] 100% [**] 100% [**] Tx/Rx TOA A0687773 NTCC01E6 OC192 TX OPTICS ASSY 1536.61nm OC-192 C 100% [**] 100% [**] 100% [**] 100% [**] Tx/Rx TOA A0672600 NTCC01E7 OC192 TX OPTICS ASSY 1538.19nm OC-192 C 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx TOA A0687774 NTCC01E8 OC192 TX OPTICS ASSY 1539.77nm

OC-192 C 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx TOA A0688445 NTCC01E9 OC192 TX OPTICS ASSY 1541.35nm

OC-192 C 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx TOA A0785814 NTCC01EA OC192/STM64 TX OPTICS ASSY 15

OC-192 C 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx TOA A0672812 NTCC01F0 OC192 TX OPTICS ASSY 1560.61NM

OC-192 C 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx TOA A0740410 NTCC01F1 TXOPTICS ASSY 1459.12nm OC-192 C 100% [**] 100% [**] 100% [**] 100% [**] Tx/Rx TOA A0687776 NTCC01F2 OC192 TX OPTICS ASSY

1547.72NM OC-192 C 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx TOA A0668410 NTCC01F3 OC192 TX OPTICS ASSY 1549.32NM

OC-192 C 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx TOA A0672106 NTCC01F4 OC192 TX OPTICS ASSY 1550.92NM

OC-192 C 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx TOA A0666447 NTCC01F5 OC192 TX OPTICS ASSY 1552.52NM

OC-192 C 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx TOA A0687777 NTCC01F6 OC192 TX OPTICS ASSY 1554.13NM

OC-192 C 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx TOA A0672118 NTCC01F7 OC192 TX OPTICS ASSY 1555.75NM

OC-192 C 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx TOA A0688448 NTCC01F8 OC192 TX OPTICS ASSY 1557.36NM

OC-192 C 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx

TOA

A0687778

NTCC01F9

OC192 TX OPTICS ASSY

1558.967NM

OC-192

C

100%

[**]

100%

[**]

100%

[**]

100%

[**]

Tx/Rx TOA A0785807 NTCC01FA OC192/STM64 TX OPTICS ASSY 156

OC-192 C 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx TOA A0758946 NTCC01M0 OC192 TX OPTICS ASSY 1540.56NM

OC-192 C 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx TOA A0758939 NTCC01M3 OC192 TX OPTICS ASSY 1529.55NM

OC-192 C 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx TOA A0758940 NTCC01M4 OC192 TX OPTICS ASSY 1531.12NM

OC-192 C 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx TOA A0758941 NTCC01M5 OC192 TX OPTICS ASSY 1532.68NM

OC-192 C 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx TOA A0758942 NTCC01M6 OC192 TX OPTICS ASSY 1534.25NM

OC-192 C 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx TOA A0758943 NTCC01M7 OC192 TX OPTICS ASSY 1535.82NM

OC-192 C 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx TOA A0758944 NTCC01M8 OC192 TX OPTICS ASSY 1537.40NM

OC-192 C 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx TOA A0758945 NTCC01M9 OC192 TX OPTICS ASSY 1538.98NM

OC-192 C 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx TOA A0758950 NTCC01NO OC192 TX OPTICS ASSY 1556.55NM

OC-192 C 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx TOA A0758947 NTCC01N1 OC192 TX OPTICS ASSY 1542.14NM

OC-192 C 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx TOA A0758948 NTCC01N2 OC192 TX OPTICS ASSY 1543.73NM

OC-192 C 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx TOA A0758949 NTCC01N3 OC192 TX OPTICS ASSY 1545.32NM

OC-192 C 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx TOA A0758950 NTCC01N4 OC192 TX OPTICS ASSY 1546.92NM

OC-192 C 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx TOA A0758951 NTCC01N5 OC192 TX OPTICS ASSY 1548.51NM

OC-192 C 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx TOA A0758952 NTCC01N6 OC192 TX OPTICS ASSY 1550.12NM

OC-192 C 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx TOA A0758953 NTCC01N7 OC192 TX OPTICS ASSY 1551.72NM

OC-192 C 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx TOA A0758954 NTCC01N8 OC192 TX OPTICS ASSY 1553.33NM

OC-192 C 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx TOA A0758955 NTCC01N9 OC192 TX OPTICS ASSY 1554.94NM

OC-192 C 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx TOA A0758957 NTCC01NA OC192 TX OPTICS ASSY 1558.17NM

OC-192 C 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx TOA A0758958 NTCC01NB OC192 TX OPTICS ASSY 1559.79NM

OC-192 C 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx TOA A0758959 NTCC01NC OC192 TX OPTICS ASSY 1511.42NM

OC-192 C 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx TOA A0785818 NTCC01ND OC192/STM64 TX OPTICS ASSY 15

OC-192 C 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx TOA A0733258 NTCC06E0 OC192 T/R FIBRE TRAY ASSY 1542

OP Tera LH C 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx TOA A0733248 NTCC06E1 OC192 T/R FIBRE TRAY ASSY 1528

OP Tera LH C 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx TOA A0733249 NTCC06E2 OC192 T/R FIBRE TRAY ASSY 1530

OP Tera LH C 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx TOA A0733250 NTCC06E3 OC192 T/R FIBRE TRAY ASSY 1531

OP Tera LH C 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx TOA A0720568 NTCC06E4 OC192 T/R TX OPTICS ASSY 1533

OP Tera LH C 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx TOA A0733251 NTCC06E5 OC192 T/R FIBRE TRAY ASSY 1535

OP Tera LH C 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx TOA A0733252 NTCC06E6 OC192 T/R FIBRE TRAY ASSY 1536

OP Tera LH C 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx TOA A0733253 NTCC06E7 OC192 T/R FIBRE TRAY ASSY 1538

OP Tera LH C 100% [**] 100% [**] 100% [**] 100% [**]

16

Tx/Rx TOA A0733254 NTCC06E8 OC192 T/R FIBRE TRAY ASSY 1539

OP Tera LH C 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx TOA A0733255 NTCC06E9 OC192 T/R FIBRE TRAY ASSY 1541

OP Tera LH C 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx TOA A0790378 NTCC06EB OC192 T/R FIBRE TRAY ASSY 1544

OP Tera LH C 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx TOA A0771911 NTCC06F0 OC192/STM64 T/R FIBRE TRAY A

OP Tera LH C 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx TOA A0733257 NTCC06F1 OC192 T/R FIBRE TRAY ASSY 1546

OP Tera LH C 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx TOA A0733258 NTCC06F2 OC192 T/R FIBRE TRAY ASSY 1547

OP Tera LH C 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx TOA A0733259 NTCC06F3 OC192 T/R FIBRE TRAY ASSY 1549

OP Tera LH C 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx TOA A0733260 NTCC06F4 OC192 T/R FIBRE TRAY ASSY 1550

OP Tera LH C 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx TOA A0733261 NTCC06F5 OC192 T/R FIBRE TRAY ASSY 1552

OP Tera LH C 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx TOA A0733262 NTCC06F6 OC192 T/R FIBRE TRAY ASSY 1554

OP Tera LH C 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx TOA A0733263 NTCC06F7 OC192 T/R FIBRE TRAY ASSY 1555

OP Tera LH C 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx TOA A0733264 NTCC06F8 OC192 T/R FIBRE TRAY ASSY 1557

OP Tera LH C 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx TOA A0733265 NTCC06F9 OC192 T/R FIBRE TRAY ASSY 1558

OP Tera LH C 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx TOA A0789292 NTCC06FA OC192/STM64 T/R FIBRE TRAY AS

OP Tera LH C 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx TOA A0795597 NTCC06J1 OC192 T/R FIBRE TRAY ASSY 1530

OP Tera LH C 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx TOA A0795603 NTCC06J2 OC192 T/R FIBRE TRAY ASSY 1531

OP Tera LH C 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx TOA A0795604 NTCC06J3 OC192 T/R FIBRE TRAY ASSY 1532

OP Tera LH C 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx TOA A0795605 NTCC06J4 OC192 T/R FIBRE TRAY ASSY 1533

OP Tera LH C 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx TOA A0795607 NTCC06J5 OC192 T/R FIBRE TRAY ASSY 1533

OP Tera LH C 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx TOA A0795608 NTCC06J6 OC192 T/R FIBRE TRAY ASSY 1534

OP Tera LH C 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx TOA A0795609 NTCC06J7 OC192 T/R FIBRE TRAY ASSY 1535

OP Tera LH C 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx TOA A0795610 NTCC06J8 OC192 T/R FIBRE TRAY ASSY 1536

OP Tera LH C 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx TOA A0795611 NTCC06J9 OC192 T/R FIBRE TRAY ASSY 1537

OP Tera LH C 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx TOA A0795612 NTCC06JA OC192 T/R FIBRE TRAY ASSY 1537

OP Tera LH C 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx TOA A0795613 NTCC06JB OC192 T/R FIBRE TRAY ASSY 1538

OP Tera LH C 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx TOA A0795615 NTCC06JC OC192 T/R FIBRE TRAY ASSY 1530

OP Tera LH C 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx TOA A0795616 NTCC06JD OC192 T/R FIBRE TRAY ASSY 1540

OP Tera LH C 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx TOA A0795617 NTCC06JE OC192 T/R FIBER TRAY ASSY 1540

OPTera LH C 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx TOA A0795618 NTCC06JF OC192 T/R FIBER TRAY ASSY 1541

OPTera LH C 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx TOA A0795619 NTCC06JG OC192 T/R FIBER TRAY ASSY 1542

OPTera LH C 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx TOA A0795624 NTCC06JH OC192 T/R FIBER TRAY ASSY 1543

OPTera LH C 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx TOA A0795625 NTCC06JJ OC192 T/R FIBER TRAY ASSY 1544

OPTera LH C 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx TOA A0795621 NTCC06JK OC192 T/R FIBER TRAY ASSY 1544

OPTera LH C 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx TOA A0795629 NTCC06JL OC192 T/R FIBER TRAY ASSY 1545

OPTera LH C 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx TOA A0795622 NTCC06JM OC192 T/R FIBER TRAY ASSY 1546

OPTera LH C 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx TOA A0795627 NTCC06JN OC192 T/R FIBER TRAY ASSY 1547

OPTera LH C 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx TOA A0795628 NTCC06JP OC192 T/R FIBER TRAY ASSY 1548

OPTera LH C 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx TOA A0795631 NTCC06JQ OC192 T/R FIBER TRAY ASSY 1548

OPTera LH C 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx TOA A0795632 NTCC06JR OC192 T/R FIBER TRAY ASSY 1549

OPTera LH C 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx TOA A0795632 NTCC06JS OC192 T/R FIBER TRAY ASSY 1550

OPTera LH C 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx TOA A0795633 NTCC06JT OC192 T/R FIBER TRAY ASSY 1551

OPTera LH C 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx TOA A0795634 NTCC06JU OC192 T/R FIBER TRAY ASSY 1552

OPTera LH C 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx TOA A0795413 NTCC06JV OC192 T/R FIBER TRAY ASSY OPTera LH C 100% [**] 100% [**] 100% [**] 100% [**]

17

1552 Tx/Rx TOA A0797414 NTCC06JX OC192 T/R FIBER TRAY ASSY

1553 OPTera LH C 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx TOA A0797415 NTCC06JY OC192 T/R FIBER TRAY ASSY 1554

OPTera LH C 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx TOA A0797416 NTCC06JZ OC192 T/R FIBER TRAY ASSY 1555

OPTera LH C 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx TOA A0789313 NTCC06K0 OC192/STM64 T/R FIBRE TRAY AS

OPTera LH C 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx TOA A0789335 NTCC06K1 OC192/STM64 T/R FIBRE TRAY AS

OPTera LH C 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx TOA A0789333 NTCC06K2 OC192/STM64 T/R FIBRE TRAY AS

OPTera LH C 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx TOA A0789331 NTCC06K3 OC192/STM64 T/R FIBRE TRAY AS

OPTera LH C 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx TOA A0789324 NTCC06K4 OC192/STM64 T/R FIBRE TRAY AS

OPTera LH C 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx TOA A0789322 NTCC06K5 OC192/STM64 T/R FIBRE TRAY AS

OPTera LH C 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx TOA A0789320 NTCC06K6 OC192/STM64 T/R FIBRE TRAY AS

OPTera LH C 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx TOA A0789318 NTCC06K7 OC192/STM64 T/R FIBRE TRAY AS

OPTera LH C 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx TOA A0789316 NTCC06K8 OC192/STM64 T/R FIBRE TRAY AS

OPTera LH C 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx TOA A0789314 NTCC06K9 OC192/STM64 T/R FIBRE TRAY AS

OPTera LH C 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx TOA A0789378 NTCC06KB OC192/STM64 T/R FIBRE TRAY AS

OPTera LH C 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx TOA A0795417 NTCC06KC OC192 T/R FIBER TRAY ASSY 1556

OPTera LH C 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx TOA A0795418 NTCC06KD OC192 T/R FIBER TRAY ASSY 1556

OPTera LH C 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx TOA A0795419 NTCC06KE OC192 T/R FIBER TRAY ASSY 1557

OPTera LH C 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx TOA A0795420 NTCC06KF OC192 T/R FIBER TRAY ASSY 1558

OPTera LH C 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx TOA A0795421 NTCC06KG OC192 T/R FIBER TRAY ASSY 1559

OPTera LH C 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx TOA A0795376 NTCC06KH OC192 T/R FIBER TRAY ASSY 1560

OPTera LH C 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx TOA A0795377 NTCC06KJ OC192 T/R FIBER TRAY ASSY 1561

OPTera LH C 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx TOA A0795365 NTCC06KK OC192 TR FIBER TRAY ASSY 1562

OPTera LH C 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx TOA A0795364 NTCC06KL OC192/STM64 T/R FIBRE TRAY AS

OPTera LH C 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx TOA A0789297 NTCC06L0 OC192/STM64 T/R FIBRE TRAY AS

OPTera LH C 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx TOA A0789311 NTCC06L1 OC192/STM64 T/R FIBRE TRAY AS

OPTera LH C 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx TOA A0789310 NTCC06L2 OC192/STM64 T/R FIBRE TRAY AS

OPTera LH C 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx TOA A0789308 NTCC06L3 OC192/STM64 T/R FIBRE TRAY AS

OPTera LH C 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx TOA A0789307 NTCC06L4 OC192/STM64 T/R FIBRE TRAY AS

OPTera LH C 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx TOA A0789305 NTCC06L5 OC192/STM64 T/R FIBRE TRAY AS

OPTera LH C 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx TOA A0789304 NTCC06L6 OC192/STM64 T/R FIBRE TRAY AS

OPTera LH C 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx TOA A0789301 NTCC06L7 OC192/STM64 T/R FIBRE TRAY AS

OPTera LH C 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx TOA A0789300 NTCC06L8 OC192/STM64 T/R FIBRE TRAY AS

OPTera LH C 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx TOA A0789298 NTCC06L9 OC192/STM64 T/R FIBRE TRAY AS

OPTera LH C 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx TOA A0789294 NTCC06LA OC192/STM64 XMOO 1542.936nm TR

OPTera Connect DX C 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx TOA A0797546 NTCC06Q0 OC192/STM64 XMOO 1528.771nm TR

OPTera Connect DX C 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx TOA A0796820 NTCC06Q1 OC192/STM64 XMOO 1530.331nm TR

OPTera Connect DX C 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx TOA A0797455 NTCC06Q2 OC192/STM64 XMOO 1531.896nm TR

OPTera Connect DX C 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx TOA A0797547 NTCC06Q3 OC192/STM64 XMOO 1533.486nm TR

OPTera Connect DX C 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx TOA A0797481 NTCC06Q4 OC192/STM64 XMOO 1535.036nm TR

OPTera Connect DX C 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx TOA A0797482 NTCC06Q5 OC192/STM64 XMOO 1536.609nm TR

OPTera Connect DX C 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx TOA A0797484 NTCC06Q6 OC192/STM64 XMOO 1538.108nm TR

OPTera Connect DX C 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx TOA A0797485 NTCC06Q7 OC192/STM64 XMOO OPTera Connect DX C 100% [**] 100% [**] 100% [**] 100% [**]

18

1539.700nm TR Tx/Rx TOA A0797486 NTCC06Q8 OC192/STM64 XMOO

1541.349nm TR OPTera Connect DX C 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx TOA A0797545 NTCC06Q9 OC192/STM64 XMOO 1544.526nm TR

OPTera Connect DX C 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx TOA A0797547 NTCC06QB OC192/STM64 XMOO 1542.93mm TR

OPTera Connect DX C 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx TOA A0797547 NTCC06R0 OC192/STM64 XMOO 1560.606nm TR

OPTera Connect DX C 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx TOA A0797548 NTCC06R1 OC192/STM64 XMOO 1546.119nm TR

OPTera Connect DX C 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx TOA A0797549 NTCC06R2 OC192/STM64 XMOO 1547.715nm TR

OPTera Connect DX C 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx TOA A0797550 NTCC06R3 OC192/STM64 XMOO 1549.315nm TR

OPTera Connect DX C 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx TOA A0797551 NTCC06R4 OC192/STM64 XMOO 1550.918nm TR

OPTera Connect DX C 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx TOA A0797552 NTCC06R5 OC192/STM64 XMOO 1552.524nm TR

OPTera Connect DX C 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx TOA A0797553 NTCC06R6 OC192/STM64 XMOO 1554.134nm TR

OPTera Connect DX C 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx TOA A0797554 NTCC06R7 OC192/STM64 XMOO 1555.747nm TR

OPTera Connect DX C 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx TOA A0797555 NTCC06R8 OC192/STM64 XMOO 1557.383nm TR

OPTera Connect DX C 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx TOA A0797556 NTCC06R9 OC192/STM64 XMOO 1558.983nm TR

OPTera LH C 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx TOA A0797557 NTCC06RA OC192/STM64 XMOO 1562.233nm TR

OPTera Connect DX C 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx TOA A0797558 NTCC06S0 OC192/STM64 XMOO 1543.731nm TR

OPTera Connect DX C 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx TOA A0797559 NTCC06S1 OC192/STM64 XMOO 1529.553nm TR

OPTera Connect DX C 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx TOA A0797560 NTCC06S2 OC192/STM64 XMOD 1531.116nm TR

OPTera Connect DX C 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx TOA A0797561 NTCC06S3 OC192/STM64 XMOD 1532.661nm TR

OPTera Connect DX C 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx TOA A0797562 NTCC06S4 OC 192/STM64 XMOD 1534.250nm TR

OPTera Connect DX C 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx TOA A0797563 NTCC06S5 OC 192/STM64 XMOD 1535.822nm TR

OPTera Connect DX C 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx TOA A0797564 NTCC06S6 OC 192/STM64 SMOD 1537.397nm TR

OPTera Connect DX C 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx TOA A0797565 NTCC06S7 OC192/STM64 XMOD 1531.976nm TR

OPTera Connect DX C 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx TOA A0797566 NTCC06S8 OC192/STM64 XMOD 1540.557nm TR

OPTera Connect DX C 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx TOA A0797567 NTCC06S9 OC192/STM64 XMOD 1542.142nm TR

OPTera Connect DX C 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx TOA A0797569 NTCC06SB OC192/STM64 XMOD 1545.322nm TR

OPTera Connect DX C 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx TOA A0797609 NTCC06T0 OC192/STM64 XMOD 1561.419nm TR

OpTera Connect DX C 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx TOA A0797600 NTCC06T1 OC192/STM64 XMOD 1546.917nm TR

OPTera Connect DX C 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx TOA A0797601 NTCC06T2 OC192/STM64 XMOD 1548.515nm TR

OPTera Connect DX C 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx TOA A0797602 NTCC06T3 OC192/STM64 XMOD 1550.116nm TR

OPTera Connect DX C 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx TOA A0797603 NTCC06T4 OC192/STM64 XMOD 1551.721nm TR

OPTera Connect DX C 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx TOA A0797604 NTCC06T5 OC192/STM64 XMOD 1553.329nm TR

OPTera Connect DX C 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx TOA A0797605 NTCC06T6 OC192/STM64 XMOD 1554.940nm TR

OPTera Connect DX C 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx TOA A0797606 NTCC06T7 OC192/STM64 XMOD 1556.555nm TR

OPTera Connect DX C 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx TOA A0797607 NTCC06T8 OC192/STM64 XMOD 1558.173nm TR

OPTera Connect DX C 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx TOA A0797608 NTCC06T9 OC192/STM64 XMOD 1559.794nm TR

OPTera Connect DX C 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx TOA A0797610 NTCC06TA OC192/STM64 XMOD 1563.047 nm TR

OPTera Connect DX C 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx TOA A0803304 NTCC06U5 1567.123nm TR FIBER TRAY ASSY

OPTera LH C 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx TOA A0803380 NTCC06U6 1567.542nm TR FIBER TRAY ASSY

OPTera LH C 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx TOA A0803379 NTCC06U7 1567.952nm TR FIBER TRAY ASSY

OPTera LH C 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx TOA A0803378 NTCC06U8 1568.362nm TR FIBER TRAY ASSY

OPTera LH C 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx TOA A0803377 NTCC06U9 1568.773nm TR FIBER TRAY OPTera LH C 100% [**] 100% [**] 100% [**] 100% [**]

19

ASSY Tx/Rx TOA A0803376 NTCC06UA 1569.183nm TR FIBER TRAY

ASSY OC-192 C 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx TOA A0803375 NTCC06UB 1569.594nm TR FIBER TRAY ASSY

OPTera LH C 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx TOA A0803374 NTCC06UC 1570.005nm TR FIBER TRAY ASSY

OPTera LH C 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx TOA A0795638 NTCC06UD OC192 T/R FIBER TRAY ASSY 1570

OPTera LH C 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx TOA A0795639 NTCC06UE OC192 T/R FIBER TRAY ASSY 1571

OPTera LH C 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx TOA A0803538 NTCC06UF 1570 821nm TR FIBER TRAY ASSY

OPTera LH C 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx TOA A0803373 NTCC06UG 1571 651nm TR FIBER TRAY ASSY

OPTera LH C 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx TOA A0795641 NTCC06UH OC192 T/R FIBER TRAY ASSY 1572

OPTera LH C 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx TOA A0803372 NTCC06UJ 1572.470nm TR FIBER TRAY ASSY

OPTera LH C 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx TOA A0795640 NTCC06UK OC192 TR FIBER TRAY ASSY 1572

OPTera LH C 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx TOA A0803371 NTCC06UL 1573.301nm TR FIBER TRAY ASSY

OPTera LH C 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx TOA A0795644 NTCC06UM OC192 TR FIBER TRAY ASSY 1573

OPTera LH C 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx TOA A0803370 NTCC06UN 1574.123nm TR FIBER TRAY ASSY

OPTera LH C 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx TOA A0803369 NTCC06UP 1574.540nm TR FIBER TRAY ASSY

OPTera LH C 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx TOA A0803368 NTCC06UQ 1574.954nm TR FIBER TRAY ASSY

OPTera LH C 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx TOA A0803367 NTCC06UR 1575.388nm TR FIBER TRAY ASSY

OPTera LH C 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx TOA A0603366 NTCC06US 1575.782nm TR FIBER TRAY ASSY

OPTera LH C 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx TOA A0795642 NTCC06UT OC192 TR FIBER TRAY ASSY 1576

OPTera LH C 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx TOA A0603365 NTCC06UU 1576.610nm TR FIBER TRAY ASSY

OPTera LH C 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx TOA A0603364 NTCC06UV 1577.025nm TR FIBER TRAY ASSY

OPTera LH C 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx TOA A0603363 NTCC06UW 1577.440nm TR FIBER TRAY ASSY

OPTera LH C 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx TOA A0603362 NTCC06UX 1577.855nm TR FIBER TRAY ASSY

OPTera LH C 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx TOA A0603361 NTCC06UY 1578.270nm TR FIBER TRAY ASSY

OPTera LH C 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx TOA A0795645 NTCC06UZ OC192 T/R FIBER TRAY ASSY 1578

OPTera LH C 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx TOA A0803360 NTCC06V1 1579.102nm TR FIBER TRAY ASSY

OPTera LH C 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx TOA A0803359 NTCC06V2 1579.516nm TR FIBER TRAY ASSY

OPTera LH C 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx TOA A0803358 NTCC06V3 1579.934nm TR FIBER TRAY ASSY

OPTera LH C 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx TOA A0803357 NTCC06V4 1580.350nm TR FIBER TRAY ASSY

OPTera LH C 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx TOA A0803356 NtCC06V5 1580.787nm TR FIBER TRAY ASSY

OPTera LH C 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx TOA A0795646 NTCC06V6 OC192 T/R FIBER TRAY ASSY 1581

OPTera LH C 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx TOA A0803355 NTCC06V7 1581 601nm TR FIBER TRAY ASSY

OPTera LH C 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx TOA A0803354 NTCC06V8 1582.018nm TR FIBER TRAY ASSY

OPTera LH C 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx TOA A0803353 NTCC06V9 1582 436nm TR FIBER TRAY ASSY

OPTera LH C 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx TOA A0803352 NTCC06VA 1582 854nm TR FIBER TRAY ASSY

OPTera LH C 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx TOA A0803351 NTCC06VB 1583 271nm TR FIBER TRAY ASSY

OPTera LH C 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx TOA A0803350 NTCC06VC 183 690nm TR FIBER TRAY ASSY

OPTera LH C 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx TOA A0803349 NTCC06VD 1584.106nm TR FIBER TRAY ASSY

OPTera LH C 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx TOA A0803348 NTCC06VE 1564.527nm TR FIBER TRAY ASSY

OPTera LH C 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx TOA A0803347 NTCC06VF 1584.948nm TR FIBER TRAY ASSY

OPTera LH C 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx TOA A0803346 NTCC06VG 1585.365nm TR FIBER TRAY ASSY

OPTera LH C 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx TOA A0803345 NTCC06VH 1585.784nm TR FIBER TRAY ASSY

OPTera LH C 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx TOA A0795647 NTCC06VJ OC192 T/R FIBRE TRAY ASSY OPTera LH C 100% [**] 100% [**] 100% [**] 100% [**]

20

1586 Tx/Rx TOA A0603344 NTCC06VK 1586.623nm TR FIBER TRAY

ASSY OPTera LH C 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx TOA A0603343 NTCC06VL 1587.043nm TR FIBER TRAY ASSY

OPTera LH C 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx TOA A0603342 NTCC06VM 1587.463nm TR FIBER TRAY ASSY

OPTera LH C 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx TOA A0803341 NTCC06VN 1587.884nm TR FIBER TRAY ASSY

OPTera LH C 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx TOA A0803340 NTCC06VP 1588.304nm TR FIBER TRAY ASSY

OPTera LH C 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx TOA A0803339 NTCC06VQ 1588.725nm TR FIBER TRAY ASSY

OPTera LH C 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx TOA A0803338 NTCC06VR 1589.146nm TR FIBER TRAY ASSY

OPTera LH C 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx TOA A0803337 NTCC06VS 1589.588nm TR FIBER TRAY ASSY

OPTera LH C 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx TOA A0803336 NTCC06VT 1589.969nm TR FIBER TRAY ASSY

OPTera LH C 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx TOA A0603335 NTCC06VU 1590.411nm TR FIBER TRAY ASSY

OPTera LH C 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx TOA A0803334 NTCC06VV 1590.833nm TR FIBER TRAY ASSY

OPTera LH C 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx TOA A0795637 NTCC06VW OC192 T/R FIBRE TRAY ASSY 1591

OPTera LH C 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx TOA A0803333 NTCC06VX 1591.678nm TR FIBER TRAY ASSY

OPTera LH C 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx TOA A0803332 NTCC06VY 1592.100nm TR FIBER TRAY ASSY

OPTera LH C 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx TOA A0803331 NTCC06VA 1592.523nm TR FIBER TRAY ASSY

OPTera LH C 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx TOA A0803329 NTCC06W1 1592.946nm TR FIBER TRAY ASSY

OPTera LH C 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx TOA A0803328 NTCC06W2 1593.369nm TR FIBER TRAY ASSY

OPTera LH C 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx TOA A0795756 NTCC06W3 OC192 T/R FIBRE TRAY ASSY OPTera LH C 100% [**] 100% [**] 100% [**] 100% [**] Tx/Rx TOA A0803327 NTCC06W4 1594.217nm TR FIBER TRAY

ASSY OPTera LH C 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx TOA A0803328 NTCC08W5 1594.041nm TR FIBER TRAY ASSY

OPTera LH C 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx TOA A0803325 NTCC06W6 1595.065nm TR FIBER TRAY ASSY

OPTera LH C 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx TOA A0803324 NTCC06W7 1595.189nm TR FIBER TRAY ASSY

OPTera LH C 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx TOA A08003323 NTCC06W8 1595.114nm TR FIBER TRAY ASSY

OPTera LH C 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx TOA A0795755 NTCC06W9 OC192 T/R FIBRE TRAY ASSY 1596

OPTera LH C 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx TOA A0803322 NTCC06WA 1596.184nm TR FIBER TRAY ASSY

OPTera LH C 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx TOA A0803321 NTCC06WB 1597.189nm TR FIBER TRAY ASSY

OPTera LH C 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx TOA A0803320 NTCC06WC 1597.615nm TR FIBER TRAY ASSY

OPTera LH C 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx TOA A0803319 NTCC06WD 1598.041nm TR FIBER TRAY ASSY

OPTera LH C 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx TOA A0803318 NTCC06WE 1596.467nm TR FIBER TRAY ASSY

OPTera LH C 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx TOA A0795754 NTCC06WF OC192 T/R FIBRE TRAY ASSY 1598

OPTera LH C 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx TOA A0803317 NTCC06WG 1599.320nm TR FIBER TRAY ASSY

OPTera LH C 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx TOA A0795753 NTCC06WH OC192 T/R FIBRE TRAY ASSY 1599

OPTera LH C 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx TOA A0803315 NTCC06WJ 1600.113nm TR FIBER TRAY ASSY

OPTera LH C 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx TOA A0795752 NTCC06WK OC192 T/R FIBRE TRAY ASSY 1600

OPTera LH C 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx TOA A0803314 NTCC06WL 1601.028nm TR FIBER TRAY ASSY

OPTera LH C 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx TOA A0795751 NTCC06WM OC192 T/R FIBRE TRAY ASSY 1601

OPTera LH C 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx TOA A0803313 NTCC06WN 1601.843nm TR FIBER TRAY ASSY

OPTera LH C 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx TOA A0795750 NTCC06WP OC192 T/R FIBRE TRAY ASSY 1602

OPTera LH C 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx TOA A0803312 NTCC06WQ 1602.710nm TR FIBER TRAY ASSY

OPTera LH C 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx TOA A0799223 NTCC06WR T/R FIBRE TRAY ASSY 1103.168n

OPTera LH C 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx TOA A0803311 NTCC06WS 1603.597nm TR FIBER TRAY ASSY

OPTera LH C 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx TOA A0803310 NTCC06WT 1604.026nm TR FIBER TRAY ASSY

OPTera Connect DX C 100% [**] 100% [**] 100% [**] 100% [**]

21

22

Tx/Rx TOA A0803309 NTCC06WU 1604.455nm TR FIBER TRAY ASSY

OPTera Connect DX C 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx TOA A0803308 NTCC06WV 1604.885nm TR FIBER TRAY ASSY

OPTera Connect DX C 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx TOA A0803307 NTCC06WW 1605.314nm TR FIBER TRAY ASSY

OPTera Connect DX C 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx TOA A0814185 NTCC07E0 T/R 005 F/TRAY ASSY 1542.936

OPTera LH C 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx TOA A0796378 NTCC07E1 OC192 T/R FIBRE TRAY 005 ASSY

OPTera LH C 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx TOA A0814218 NTCC07E2 T/R 005 F/TRAY ASSY 1530.334

OPTera LH C 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx TOA A0813348 NTCC07E4 005 T/R RX F/TRAY ASY 1533.465

OPTera LH C 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx TOA A0814205 NTCC07E5 T/R 005 F/TRAY ASSY 1535.038

OPTera LH C 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx TOA A0814201 NTCC07E6 T/R 005 F/TRAY ASSY 1536.609

OPTera LH C 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx TOA A0814197 NTCC07E7 T/R 005 T/TRAY ASSY 1538.188

OPTera LH C 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx TOA A0814193 NTCC07E8 T/R 005 F/TRAY ASSY 1539.766

OPTera LH C 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx TOA A0814189 NTCC07E9 T/R 005 F/TRAY ASSY 1511.349

OPTera LH C 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx TOA A0814181 NTCC07EB T/R 005 F/TRAY ASSY 1514.526

OPTera LH C 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx TOA A0614213 NTCC07EC T/R 005 F/TRAY ASSY 1511.696

OPTera LH C 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx TOA A0813773 NTCC07F0 T/R 005 F/TRAY ASSY 1540.608

OPTera LH C 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx TOA A0814072 NTCC07F4 T/R 005 F/TRAY ASSY 1550.916 OPTera LH C 100% [**] 100% [**] 100% [**] 100% [**] Tx/Rx TOA A0614068 NTCC07F5 T/R 005 F/TRAY ASSY 1552.524 OPTera LH C 100% [**] 100% [**] 100% [**] 100% [**] Tx/Rx TOA A0813791 NTCC07F6 T/R 005 F/TRAY ASSY 1554.134 OPTera LH C 100% [**] 100% [**] 100% [**] 100% [**] Tx/Rx TOA A0613767 NTCC07F7 T/R 005 F/TRAY ASSY 1555.747 OPTera LH C 100% [**] 100% [**] 100% [**] 100% [**] Tx/Rx TOA A0813783 NTCC07F8 T/R 005 F/TRAY ASSY 1557.383 OPTera LH C 100% [**] 100% [**] 100% [**] 100% [**] Tx/Rx TOA A0613778 NTCC07F9 T/R 005 F/TRAY ASSY 1558.963 OPTera LH C 100% [**] 100% [**] 100% [**] 100% [**] Tx/Rx TOA A0613769 NTCC07FA T/R 005 F/TRAY ASSY 1562.233 OPTera LH C 100% [**] 100% [**] 100% [**] 100% [**] Tx/Rx TOA A0814176 NTCC07FB T/R 005 F/TRAY ASSY 1546.119 OPTera LH C 100% [**] 100% [**] 100% [**] 100% [**] Tx/Rx TOA A0814170 NTCC07FC T/R 005 F/TRAY ASSY 1547.715 OPTera LH C 100% [**] 100% [**] 100% [**] 100% [**] Tx/Rx TOA A0814077 NTCC07FD T/R 005 F/TRAY ASSY 1542.315 OPTera LH C 100% [**] 100% [**] 100% [**] 100% [**] Tx/Rx TOA A0814217 NTCC07J1 T/R 005 F/TRAY ASSY 1530.725 OPTera LH C 100% [**] 100% [**] 100% [**] 100% [**] Tx/Rx TOA A0814214 NTCC07J2 T/R 005 F/TRAY ASSY 1531.507 OPTera LH C 100% [**] 100% [**] 100% [**] 100% [**] Tx/Rx TOA A0814211 NTCC07J3 T/R 005 F/TRAY ASSY 1532.290 OPTera LH C 100% [**] 100% [**] 100% [**] 100% [**] Tx/Rx TOA A0814209 NTCC07J4 T/R 005 F/TRAY ASSY 1533.073 OPTera LH C 100% [**] 100% [**] 100% [**] 100% [**] Tx/Rx TOA A0814208 NTCC07J5 T/R 005 F/TRAY ASSY 1533.858 OPTera LH C 100% [**] 100% [**] 100% [**] 100% [**] Tx/Rx TOA A0614206 NTCC07J6 T/R 006 F/TRAY ASSY 1534.643 OPTera LH C 100% [**] 100% [**] 100% [**] 100% [**] Tx/Rx TOA A0814204 NTCC07J7 T/R 005 F/TRAY ASSY 1535.429 OPTera LH C 100% [**] 100% [**] 100% [**] 100% [**] Tx/Rx TOA A0814202 NTCC07J8 T/R 005 F/TRAY ASSY 1536.216 OPTera LH C 100% [**] 100% [**] 100% [**] 100% [**] Tx/Rx TOA A0814200 NTCC07J9 T/R 005 F/TRAY ASSY 1537.000 OPTera LH C 100% [**] 100% [**] 100% [**] 100% [**] Tx/Rx TOA A0814198 NTCC07JA T/R 005 F/TRAY ASSY 1537.792 OC-192 C 100% [**] 100% [**] 100% [**] 100% [**] Tx/Rx TOA A0814196 NTCC07JB T/R 005 F/TRAY ASSY 1538.581 OC-192 C 100% [**] 100% [**] 100% [**] 100% [**] Tx/Rx TOA A0814194 NTCC07JC T/R 005 F/TRAY ASSY 1539.371 OC-192 C 100% [**] 100% [**] 100% [**] 100% [**] Tx/Rx TOA A0814192 NTCC07JD T/R 005 F/TRAY ASSY 1540.162 OC-192 C 100% [**] 100% [**] 100% [**] 100% [**] Tx/Rx TOA A0814190 NTCC07JE T/R 005 F/TRAY ASSY 1540.953 OC-192 C 100% [**] 100% [**] 100% [**] 100% [**] Tx/Rx TOA A0614188 NTCC07JF T/R 005 F/TRAY ASSY 1541.748 OC-192 C 100% [**] 100% [**] 100% [**] 100% [**] Tx/Rx TOA A0614186 7JG T/R 005 F/TRAY ASSY 1542.539 OC-192 C 100% [**] 100% [**] 100% [**] 100% [**] Tx/Rx TOA A0614184 NTCC07JH T/R 005 F/TRAY ASSY 1543.333 OC-192 C 100% [**] 100% [**] 100% [**] 100% [**] Tx/Rx TOA A0614182 NTCC07JJ T/R 005 F/TRAY ASSY 1544.128 OC-192 C 100% [**] 100% [**] 100% [**] 100% [**] Tx/Rx TOA A0614180 NTCC07JK T/R 005 F/TRAY ASSY 1544.924 OC-192 C 100% [**] 100% [**] 100% [**] 100% [**] Tx/Rx TOA A0614178 NTCC07JL T/R 005 F/TRAY ASSY 1545.720 OC-192 C 100% [**] 100% [**] 100% [**] 100% [**] Tx/Rx TOA A0614175 NTCC07JM T/R 005 F/TRAY ASSY 1548.518 OC-192 C 100% [**] 100% [**] 100% [**] 100% [**] Tx/Rx TOA A0614172 NTCC07JN T/R 005 F/TRAY ASSY 1547.318 OC-192 C 100% [**] 100% [**] 100% [**] 100% [**] Tx/Rx TOA A0614061 NTCC07JP T/R 005 F/TRAY ASSY 1548.115 OC-192 C 100% [**] 100% [**] 100% [**] 100% [**] Tx/Rx TOA A0614078 NTCC07JQ T/R 005 F/TRAY ASSY 1548.915 OPTera LH C 100% [**] 100% [**] 100% [**] 100% [**] Tx/Rx TOA A0614076 NTCC07JR T/R 005 F/TRAY ASSY 1549.715 OPTera LH C 100% [**] 100% [**] 100% [**] 100% [**] Tx/Rx TOA A0614073 NTCC07JS T/R 005 F/TRAY ASSY 1550.617 OPTera LH C 100% [**] 100% [**] 100% [**] 100% [**] Tx/Rx TOA A0614071 NTCC07JT T/R 005 F/TRAY ASSY 1551.319 OPTera LH C 100% [**] 100% [**] 100% [**] 100% [**] Tx/Rx TOA A0614069 NTCC07JU T/R 005 F/TRAY ASSY 1552.122 OPTera LH C 100% [**] 100% [**] 100% [**] 100% [**] Tx/Rx TOA A0614065 NTCC07JV T/R 005 F/TRAY ASSY 1552.928 OPTera LH C 100% [**] 100% [**] 100% [**] 100% [**] Tx/Rx TOA A0613792 NTCC07JX T/R 005 F/TRAY ASSY 1553.731 OPTera LH C 100% [**] 100% [**] 100% [**] 100% [**] Tx/Rx TOA A0613790 NTCC07JY T/R 005 F/TRAY ASSY 1554.637 OPTera LH C 100% [**] 100% [**] 100% [**] 100% [**] Tx/Rx TOA A0613788 NTCC07J2 T/R 005 F/TRAY ASSY 1555.343 OPTera LH C 100% [**] 100% [**] 100% [**] 100% [**] Tx/Rx TOA A0614183 NTCC07K0 T/R 005 F/TRAY ASSY 1543.730 OPTera LH C 100% [**] 100% [**] 100% [**] 100% [**] Tx/Rx TOA A0614219 NTCC07K1 T/R 005 F/TRAY ASSY 1529.553 OPTera LH C 100% [**] 100% [**] 100% [**] 100% [**] Tx/Rx TOA A0614215 NTCC07K2 T/R 005 F/TRAY ASSY 1531.118 OPTera LH C 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx TOA A0614210 NTCC07K3 T/R 005 F/TRAY ASSY 1532.681 OPTera LH C 100% [**] 100% [**] 100% [**] 100% [**] Tx/Rx TOA A0614207 NTCC07K4 T/R 005 F/TRAY ASSY 1534.250 OPTera LH C 100% [**] 100% [**] 100% [**] 100% [**] Tx/Rx TOA A0614203 NTCC07K5 T/R 005 F/TRAY ASSY 1535.822 OPTera LH C 100% [**] 100% [**] 100% [**] 100% [**]

23

Tx/Rx TOA A0614199 NTCC07K6 T/R 005 F/TRAY ASSY 1537.397 OPTera LH C 100% [**] 100% [**] 100% [**] 100% [**] Tx/Rx TOA A0614195 NTCC07K7 T/R 005 F/TRAY ASSY 1538.876 OPTera LH C 100% [**] 100% [**] 100% [**] 100% [**] Tx/Rx TOA A0614191 NTCC07K8 T/R 005 F/TRAY ASSY 1540.557 OPTera LH C 100% [**] 100% [**] 100% [**] 100% [**] Tx/Rx TOA A0614167 NTCC07K9 T/R 005 F/TRAY ASSY 1542.142 OPTera LH C 100% [**] 100% [**] 100% [**] 100% [**] Tx/Rx TOA A0614179 NTCC07KB T/R 005 F/TRAY ASSY 1545.322 OPTera LH C 100% [**] 100% [**] 100% [**] 100% [**] Tx/Rx TOA A0613786 NTCC07KC T/R 005 F/TRAY ASSY 1536.151 OPTera LH C 100% [**] 100% [**] 100% [**] 100% [**] Tx/Rx TOA A0613784 NTCC07KD T/R 005 F/TRAY ASSY 1556.959 OPTera LH C 100% [**] 100% [**] 100% [**] 100% [**] Tx/Rx TOA A0613782 NTCC07KE T/R 005 F/TRAY ASSY 1557.768 OPTera LH C 100% [**] 100% [**] 100% [**] 100% [**] Tx/Rx TOA A0613779 NTCC07KF T/R 005 F/TRAY ASSY 1558.578 OPTera LH C 100% [**] 100% [**] 100% [**] 100% [**] Tx/Rx TOA A0613778 NTCC07KG T/R 005 F/TRAY ASSY 1559.389 OPTera LH C 100% [**] 100% [**] 100% [**] 100% [**] Tx/Rx TOA A0613774 NTCC07KH T/R 005 F/TRAY ASSY 1560.200 OPTera LH C 100% [**] 100% [**] 100% [**] 100% [**] Tx/Rx TOA A0613772 NTCC07KJ T/R 005 F/TRAY ASSY 1561.013 OPTera LH C 100% [**] 100% [**] 100% [**] 100% [**] Tx/Rx TOA A0613770 NTCC07KK T/R 005 F/TRAY ASSY 1561.826 OC-192 C 100% [**] 100% [**] 100% [**] 100% [**] Tx/Rx TOA A0613768 NTCC07KL T/R 005 F/TRAY ASSY 1582.640 OPTera LH C 100% [**] 100% [**] 100% [**] 100% [**] Tx/Rx TOA A0613771 NTCC07L0 T/R 005 F/TRAY ASSY 1581.419 OPTera LH C 100% [**] 100% [**] 100% [**] 100% [**] Tx/Rx TOA A0614174 NTCC07L1 T/R 005 F/TRAY ASSY 1566.917 OPTera LH C 100% [**] 100% [**] 100% [**] 100% [**] Tx/Rx TOA A0614079 NTCC07L2 T/R 005 F/TRAY ASSY 1558.515 OPTera LH C 100% [**] 100% [**] 100% [**] 100% [**] Tx/Rx TOA A0614075 NTCC07L3 T/R 005 F/TRAY ASSY 1550.116 OPTera LH C 100% [**] 100% [**] 100% [**] 100% [**] Tx/Rx TOA A0614070 NTCC07L4 T/R 005 F/TRAY ASSY 1551.721 OPTera LH C 100% [**] 100% [**] 100% [**] 100% [**] Tx/Rx TOA A0614064 NTCC07L5 T/R 005 F/TRAY ASSY 1553.329 OPTera LH C 100% [**] 100% [**] 100% [**] 100% [**] Tx/Rx TOA A0613789 NTCC07L6 T/R 005 F/TRAY ASSY 1554.940 OPTera LH C 100% [**] 100% [**] 100% [**] 100% [**] Tx/Rx TOA A0613785 NTCC07L7 T/R 005 F/TRAY ASSY 1556.555 OPTera LH C 100% [**] 100% [**] 100% [**] 100% [**] Tx/Rx TOA A0613780 NTCC07L8 T/R 005 F/TRAY ASSY 1558.173 OPTera LH C 100% [**] 100% [**] 100% [**] 100% [**] Tx/Rx TOA A0613775 NTCC07L9 T/R 005 F/TRAY ASSY 1559.794 OPTera LH C 100% [**] 100% [**] 100% [**] 100% [**] Tx/Rx TOA A0613767 NTCC07LA T/R 005 F/TRAY ASSY 1553.047 OPTera LH C 100% [**] 100% [**] 100% [**] 100% [**] Tx/Rx TOA A0615217 NTCC07UC 1570.005 nm T/R 005 FIBRE

TRAY OPTera LH C 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx TOA A0615216 NTCC07UD 1570.418 nm T/R 005 FIBRE TRAY

OPTera LH C 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx TOA A0615214 NTCC07UE 1571.239 nm T/R 005 FIBRE TRAY

OPTera LH C 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx TOA A0615215 NTCC07UF 1570.828 nm T/R 005 FIBRE TRAY

OPTera LH C 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx TOA A0615213 NTCC07UG 1571.651 nm T/R 005 FIBRE TRAY

OPTera LH C 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx TOA A0615212 NTCC07UH 1572.063 nm T/R 005 FIBRE TRAY

OPTera LH C 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx TOA A0615211 NTCC07UJ 1572.476 nm T/R 005 FIBRE TRAY

OPTera LH C 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx TOA A0615210 NTCC07UK 1572.888 nm T/R 005 FIBRE TRAY

OPTera LH C 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx TOA A0615209 NTCC07UL 1573.301 nm T/R 005 FIBRE TRAY

OPTera LH C 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx TOA A0615208 NTCC07UM 1573.714 nm T/R 005 FIBRE TRAY

OPTera LH C 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx TOA A0615207 NTCC07UN 1574.127 nm T/R 005 FIBRE TRAY

OPTera LH C 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx TOA A0615206 NTCC07UP 1574.540 nm T/R 005 FIBRE TRAY

OPTera LH C 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx TOA A0615205 NTCC07UQ 1574.954 nm T/R 005 FIBRE TRAY

OPTera LH C 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx TOA A0615204 NTCC07UR 1575.368 nm T/R 005 FIBRE TRAY

OPTera LH C 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx TOA A0615203 NTCC07US 1575.782 nm T/R 005 FIBRE TRAY

OPTera LH C 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx TOA A0615202 NTCC07UT 1576.196 nm T/R 005 FIBRE TRAY

OPTera LH C 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx TOA A0615201 NTCC07UU 1576.610 nm T/R 005 FIBRE TRAY

OPTera LH C 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx TOA A0615199 NTCC07UV 1577.025 nm T/R 005 FIBRE TRAY

OPTera LH C 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx TOA A0615196 NTCC07UW 1577.440 nm T/R 005 FIBRE TRAY

OPTera LH C 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx TOA A0615197 NTCC07UX 1577.855 nm T/R 005 FIBRE TRAY

OPTera LH C 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx TOA A0615196 NTCC07UY 1578.270 nm T/R 005 FIBRE TRAY

OPTera LH C 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx TOA A0615194 NTCC07UZ 1578.666 nm T/R 005 FIBRE TRAY

OPTera LH C 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx TOA A0615193 NTCC07V1 1579.102 nm T/R 005 FIBRE TRAY

OPTera LH C 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx TOA A0615192 NTCC07V2 1579.518 nm T/R 005 FIBRE TRAY

OPTera LH C 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx TOA A0615191 NTCC07C3 1579.934 nm T/R 005 FIBRE TRAY

OPTera LH C 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx TOA A0815189 NTCC07V4 1580.350 nm T/R 005 FIBRE TRAY

OPTera LH C 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx TOA A0815188 NTCC07V5 1580.767 nm T/R 005 FIBRE TRAY

OPTera LH C 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx TOA A0815187 NTCC07V6 1581.164 nm T/R 005 FIBRE TRAY

OPTera LH C 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx TOA A0815185 NTCC07V7 1581.001 nm T/R 005 FIBRE OPTera LH C 100% [**] 100% [**] 100% [**] 100% [**]

24

TRAY Tx/Rx TOA A0815181 NTCC07V8 1582.018 nm T/R 005 FIBRE

TRAY OPTera LH C 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx TOA A0815179 NTCC07V9 1582.436 nm T/R 005 FIBRE TRAY

OPTera LH C 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx TOA A0815178 NTCC07VA 1582.854 nm T/R 005 FIBRE TRAY

OPTera LH C 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx TOA A0815177 NTCC07VB 1583.271 nm T/R 005 FIBRE TRAY

OPTera LH C 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx TOA A0815175 NTCC07VC 1583.690 nm T/R 005 FIBRE TRAY

OPTera LH C 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx TOA A0815174 NTCC07VD 1584.108 nm T/R 005 FIBRE TRAY

OPTera LH C 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx TOA A0815173 NTCC07VE 1584.527 nm T/R 005 FIBRE TRAY

OPTera LH C 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx TOA A0815171 NTCC07VF 1584.946 nm T/R 005 FIBRE TRAY

OPTera LH C 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx TOA A0815170 NTCC07VG 1585.365 nm T/R 005 FIBRE TRAY

OPTera LH C 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx TOA A0815169 NTCC07VH 1585.784 nm T/R 005 FIBRE TRAY

OPTera LH C 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx TOA A0815168 NTCC07VJ 1586.784 nm T/R 005 FIBRE TRAY

OPTera LH C 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx TOA A0815167 NTCC07VK 1586.423 nm T/R 005 FIBRE TRAY

OPTera LH C 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx TOA A0815165 NTCC07VL 1587.043 nm T/R 005 FIBRE TRAY

OPTera LH C 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx TOA A0815164 NTCC07VM 1587.483 nm T/R 005 FIBRE TRAY

OPTera LH C 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx TOA A0815162 NTCC07VN 1587.484 nm T/R 005 FIBRE TRAY

OPTera LH C 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx TOA A0815161 NTCC07VP 1588.204 nm T/R 005 FIBRE TRAY

OPTera LH C 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx TOA A0815160 NTCC07VQ 1588.725 nm T/R 005 FIBRE TRAY

OPTera LH C 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx TOA A0815159 NTCC07VR 1589.146 nm T/R 005 FIBRE TRAY

OPTera LH C 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx TOA A0815158 NTCC07VS 1589.568 nm T/R 005 FIBRE TRAY

OPTera LH C 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx TOA A0815157 NTCC07VT 1589.969 nm T/R 005 FIBRE TRAY

OPTera LH C 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx TOA A0815156 NTCC07VU 1590.411 nm T/R 005 FIBRE TRAY

OPTera LH C 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx TOA A0815154 NTCC07VV 1590.813 nm T/R 005 FIBRE TRAY

OPTera LH C 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx TOA A0815153 NTCC07VW 1591.255 nm T/R 005 FIBRE TRAY

OPTera LH C 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx TOA A0815152 NTCC07VX 1591.616 nm T/R 005 FIBRE TRAY

OPTera LH C 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx TOA A0815151 NTCC07VY 1592.100 nm T/R 005 FIBRE TRAY

OPTera LH C 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx TOA A0815150 NTCC07V2 1592.523 nm T/R 005 FIBRE TRAY

OPTera LH C 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx TOA A0815033 NTCC07W1 1592.946 nm T/R 005 FIBRE TRAY

OPTera LH C 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx TOA A0815032 NTCC07W2 1593.369 nm T/R 005 FIBRE TRAY

OPTera LH C 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx TOA A0815031 NTCC07W3 1593.783 nm T/R 005 FIBRE TRAY

OPTera LH C 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx TOA A0815029 NTCC07W4 1594.217 nm T/R 005 FIBRE TRAY

OPTera LH C 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx TOA A0815028 NTCC07W5 1594.641 nm T/R 005 FIBRE TRAY

OPTera LH C 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx TOA A0815027 NTCC07W6 1595.065 nm T/R 005 FIBRE TRAY

OPTera LH C 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx TOA A0815026 NTCC07W7 1595.459 nm T/R 005 FIBRE TRAY

OPTera LH C 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx TOA A0815025 NTCC07W8 1595.911 nm T/R 005 FIBRE TRAY

OPTera LH C 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx TOA A0815024 NTCC07W9 1595.331 nm T/R 005 FIBRE TRAY

OPTera LH C 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx TOA A0815023 NTCC07WA 1596.761 nm T/R 005 FIBRE TRAY

OPTera LH C 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx TOA A0815022 NTCC07WB 1597.181 nm T/R 005 FIBRE TRAY

OPTera LH C 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx TOA A0815021 NTCC07WC 1597.615 nm T/R 005 FIBRE TRAY

OPTera LH C 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx TOA A0815020 NTCC07WD 1598.041 nm T/R 005 FIBRE TRAY

OPTera LH C 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx TOA A0815019 NTCC07WE 1598.461 nm T/R 005 FIBRE TRAY

OPTera LH C 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx TOA A0815018 NTCC07WF 1596.893 nm T/R 005 FIBRE TRAY

OPTera LH C 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx TOA A0815017 NTCC07WG 1599.320 nm T/R 005 FIBRE OPTera LH C 100% [**] 100% [**] 100% [**] 100% [**]

25

EXHIBIT A- 1

MINIMUM COMMITMENT

During the period commencing on Closing and ending on the last day of the sixth calendar quarter, following Closing, as described herein, (the " Commitment Period "), NNL commits that the combined aggregate value of Releases and Purchase Orders issued by Nortel and Nortel Affiliate to Supplier for Products, products and Services, to be delivered in the applicable calendar quarter, shall be equal to Twenty ($20,000,000) Dollars per calendar quarter (the " Minimum Commitment ").

NNL will receive a credit against the Minimum Commitment, in the following circumstances:

i.

TRAY Tx/Rx TOA A0815016 NTCC07WH 1599.746 nm T/R 005 FIBRE

TRAY OPTera LH C 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx TOA A0815015 NTCC07WJ 1600.173 nm T/R 005 FIBRE TRAY

OPTera LH C 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx TOA A0815014 NTCC07WK 1600.600 nm T/R 005 FIBRE TRAY

OPTera LH C 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx TOA A0815013 NTCC07WL 1601.028 nm T/R 005 FIBRE TRAY

OPTera LH C 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx TOA A0815012 NTCC07WM 1601.455 nm T/R 005 FIBRE TRAY

OPTera LH C 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx TOA A0815011 NTCC07WN 1601.883 nm T/R 005 FIBRE TRAY

OPTera LH C 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx TOA A0815010 NTCC07WP 1602.311 nm T/R 005 FIBRE TRAY

OPTera LH C 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx TOA A0815009 NTCC07WQ 1602.740 nm T/R 005 FIBRE TRAY

OPTera LH C 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx TOA A0815008 NTCC07WR 1603.168 nm T/R 005 FIBRE TRAY

OPTera LH C 100% [**] 100% [**] 100% [**] 100% [**]

Tx/Rx TOA A0815007 NTCC07W5 1603.597 nm T/R 005 FIBRE TRAY

OPTera LH C 100% [**] 100% [**] 100% [**] 100% [**]

Supplier is unable or unwilling to meet Nortel's and Nortel Affiliates' bona fide volume capacity requirements for a particular Product, that it could reasonably be expected to be able to manufacture giving consideration to the Forecast and Flex requirements;

ii. Products ordered by Nortel or Nortel Affiliates are not delivered on the applicable Committed Delivery Date and, subject to Force Majeure (Section 23), such late delivery materially impacts Nortel or Nortel Affiliates production schedule or commitments, such that Nortel or Nortel Affiliates are required to obtain Products, or substitutes therefor, from an alternate source;

iii. A Product has a High Total Return Rate, which requires Nortel or a Nortel Affiliate to seek an alternate source for such Product, or substitutes therefor.

For the purposes of subsection (i) the credit against the Minimum Commitment will be equivalent to the value of the Products that would have been produced, if the volume capacity had been met. With respect to subsections (ii) and (iii), the value of the credit against the Minimum Commitment will be the value of the Products, or substitutes therefor, that Nortel and the Nortel Affiliates are required to obtain from an alternate source.

During the Commitment Period, the Parties shall meet in the 6th week of each calendar quarter to review the aggregate value of the Purchase Orders and Releases issued by Nortel and Nortel Affiliates during such calendar quarter to determine whether Nortel's and Nortel Affiliates' requirements for Product, products and Services, as set out in the Forecast for the remainder of such calendar quarter, are in line with the Minimum Commitment. Giving consideration to the Forecast, Nortel's and Nortel Affiliates' requirements and Supplier's available capacity, as described in subsection (i) above, the Parties will agree on the manner in which the Minimum Commitment will be met and will implement such agreement (the " Quarterly Agreement ").

If it is determined that the aggregate value of the Purchase Orders and Releases issued by Nortel and Nortel Affiliates in a particular calendar quarter will be less than 85% of the Minimum Commitment, then during the 10th week of such calendar quarter, NNL will, either a) issue a Purchase Order or Release, for Products, products and Services in line with the Quarterly Agreement, to be delivered in the last week of such calendar quarter, having a value equal to the difference between 85% of the applicable Minimum Commitment and the aggregate value of the Purchase Orders and Releases issued by Nortel and Nortel Affiliates for delivery in such calendar quarter; or b) issue a Purchase Order to Supplier, in the last week of such calendar quarter, for cancellation fees equal to sixty (60%) percent of the difference between [**]% of the applicable Minimum Commitment and the aggregate value of the Purchase Orders and Releases issued by Nortel and Nortel Affiliates in such

calendar quarter.

1

Further, for the duration of the Commitment Period, at the end of each calendar quarter, during the quarterly business review meetings, the Parties will reconcile the Minimum Commitment obligations for the prior calendar quarter with the value of the actual Purchase Orders and Releases issued by Nortel and Nortel Affiliates for such period. If it is determined that the aggregate value of the actual Purchase Orders and Releases issued by Nortel and Nortel Affiliates, in a particular calendar quarter, are less than 100% of the Minimum Commitment, then, in the following calendar quarter, NNL agrees that the difference between the Minimum Commitment and the aggregate value of the actual Purchase Orders and Releases issued by Nortel and Nortel Affiliates, in such calendar quarter, (" Carry Over Commitment ") will be added to the value of the Minimum Commitment in the immediately following calendar quarter.

The remedies set out herein are Supplier's sole remedies in the event the combined aggregate value of Products, products and Services, purchased by Nortel and Nortel Affiliate, from Supplier, do not meet the Minimum Commitment.

In the event that Closing occurs on or after October 1, 2002, but before January 1, 2003, the $20,000,000 quarterly Minimum Commitment will be pro rated for the period commencing on the Effective Date and ending on December 31, 2002. In the event Closing occurs on or before November 14, 2002, the difference between the $20,000,000 and the pro rated amount for the period ending on December 31, 2002, will be added to the value of the quarterly Minimum Commitment for the period commencing on January 1, 2004 and ending March 31, 2004. In the event Closing occurs on or after November 15, 2002, but before January 1, 2003 NNL commits that the combined aggregate value of Products, products and Services, purchased by Nortel and Nortel Affiliate, from Supplier, during the calendar quarter commencing on April 1, 2004 and ending June 30, 2004, shall be equal to the difference between the $20,000,000 and the pro rated amount for the period ending on December 31, 2002.

In the event that Closing occurs on or after January 1, 2003, but before April 1, 2003, the $20,000,000 quarterly Minimum Commitment will be pro rated for the period commencing on the Effective Date and ending on March 31, 2003. In the event Closing occurs on or before February 14, 2003, the difference between the $20,000,000 and the pro rated amount for the period ending on March 31, 2003, will be added to the value of the quarterly Minimum Commitment for the period commencing on April 1, 2004 and ending June 30, 2004. In the event Closing occurs on or after February 15, 2003, but before April 1, 2003 NNL commits that the combined aggregate value of Products, products and Services, purchased by Nortel and Nortel Affiliate, from Supplier, during the calendar quarter commencing on July 1, 2004 and ending September 30, 2004, shall be equal to the difference between the $20,000,000 and the pro rated amount for the period ending on March 31, 2003.

NNL's obligations with respect to Minimum Commitment in a particular calendar quarter are conditional upon the Supplier being not in breach of a material provision of this Agreement, during that calendar quarter, which breach remains uncured for more than thirty (30) calendar days after receipt of notice.

For the purposes of clarity, the calendar quarters will be measured as follows:

January 1 to March 31;

April 1 to June 30;

July 1 to September 30; and

October 1 to December 31.

2

Exhibit A- 2

PRODUCTS IN DEVELOPMENT

Family

Sub-Family

CPC

NNOC P/N

ITEM DESC

LOB

Custom

Allocation

2HO2

2HO2

Price

Allocation

1HO3

1HO3

Price

Allocation

2HO3

2HO3

Price

Allocation

1HO4

1HO4

Price

Comments

EDFA EDFA A0893852 MGMGP-1(2518

) C-Band High Power EDFA

Gain Mo

OPTera Metro 5100, 5201

80% [**] 50% [**] 50% TBD 50% TBD Acceptance Wk39

EDFA EDFA A0893853 MGMEL-2(2547

) L-Band High Power EDFA

Gain Mo

OPTera Metro 5100, 5202

80% [**] 50% [**] 50% TBD 50% TBD Acceptance Wk39

EDFA EDFA A0992758 WTW189AA OLH5000, ULR,Booster 21,

C-Band

Optera LH5010 DA

100% [**] 75% [**] 50% TBD 50% TBD Acceptance Q1/03. Fin may affect price. Quant 2003 are irrelevant as going with a "Cost plus" approach.

EDFA EDFA A0896695 NTW189AB EDFA, PRE-BOOSTER TYPE

B,C BAND

Optera LH5010 DA

100% [**] 75% [**] 50% TBD 50% TBD Acceptance Q1/03. Fin may affect price. Quant 2003 are irrelevant as going with a "Cost plus" approach.

EDFA EDFA A0992226 NTW189AC OLH5000, Regional,

Pre/Boost, C-Band

Optera LH5010 DA

100% [**] 75% [**] 50% TBD 50% TBD Acceptance Q1/03. Fin may affect price. Quant 2003 are irrelevant as going with a "Cost plus" approach.

Tx/Rx

OSC

A0856356

NTW106FE

OSC Laser 1517.94nm 10dBm C28

OPTera LH 5000

(Equinox NGA)

100%

[**]

100%

[**]

75%

[**]

75%

[**]

Tx/Rx OSC A0856357 NTW106GE OSC Laser 1523.34nm 10dBm C28

OPTera LH 5000 (Equinox NGA)

100% [**] 100% [**] 75% [**] 75% [**]

Tx/Rx

10 Gb/s PIN

A0842037

NTW126BE

8pnBut 10G

PIN/Pre-ampRx TRIBS

OPTera Connect

HDX

100%

[**]

100%

[**]

100%

[**]

100%

[**]

Acceptance Wk 40

Tx/Rx 10 Gb/s PIN

A0892850 NTW126JU 8 pn Bfly 10G P/P amp Rx PC Fbr

OPTeta LH DT 5010

100% [**] 100% [**] 100% [**] 100% [**] Acceptance Q1/03

Tx/Rx

GaAs lasers

A0853051

NTW157BN

GaAs Tx Module 1528.773nm+PCB

OPTera Connect

HDX

100%

[**]

100%

[**]

75%

[**]

75%

[**]

acceptance wk 40

Tx/Rx GaAs lasers

A0853053 NTW157CN GaAs Tx Module 1530.334nm+PCB

OPTera Connect HDX

100% [**] 100% [**] 75% [**] 75% [**] acceptance wk 40

Tx/Rx GaAs lasers

A0853055 NTW157DN GaAs Tx Module 1531.898nm+PCB

OPTera Connect HDX

100% [**] 100% [**] 75% [**] 75% [**] acceptance wk 40

Tx/Rx GaAs lasers

A0853057 NTW157EN GaAs Tx Module 1533.465nm+PCB

OPTera Connect HDX

100% [**] 100% [**] 75% [**] 75% [**] acceptance wk 40

Tx/Rx GaAs lasers

A0853059 NTW157FN GaAs Tx Module 1535.036nm+PCB

OPTera Connect HDX

100% [**] 100% [**] 75% [**] 75% [**] acceptance wk 40

Tx/Rx GaAs lasers

A0853061 NTW157GN GaAs Tx Module 1536.609nm+PCB

OPTera Connect HDX

100% [**] 100% [**] 75% [**] 75% [**] acceptance wk 40

Tx/Rx GaAs lasers

A0853063 NTW157HN GaAs Tx Module 1538.186nm+PCB

OPTera Connect HDX

100% [**] 100% [**] 75% [**] 75% [**] acceptance wk 40

Tx/Rx GaAs lasers

A0853065 NTW157JN GaAs Tx Module 1539.766nm+PCB

OPTera Connect HDX

100% [**] 100% [**] 75% [**] 75% [**] acceptance wk 40

Tx/Rx GaAs lasers

A0853075 NTW157PN GaAs Tx Module 1547.715nm+PCB

OPTera Connect HDX

100% [**] 100% [**] 75% [**] 75% [**] acceptance wk 40

Tx/Rx GaAs lasers

A0853077 NTW157QN GaAs Tx Module 1549.315nm+PCB

OPTera Connect HDX

100% [**] 100% [**] 75% [**] 75% [**] acceptance wk 40

Tx/Rx GaAs lasers

A0853079 NTW157RN GaAs Tx Module 1550.918nm+PCB

OPTera Connect HDX

100% [**] 100% [**] 75% [**] 75% [**] acceptance wk 40

Tx/Rx GaAs lasers

A0853081 NTW157SN GaAs Tx Module 1552.524nm+PCB

OPTera Connect HDX

100% [**] 100% [**] 75% [**] 75% [**] acceptance wk 40

Tx/Rx GaAs lasers

A0853083 NTW157TN GaAs Tx Module 1554.134nm+PCB

OPTera Connect HDX

100% [**] 100% [**] 75% [**] 75% [**] acceptance wk 40

Tx/Rx GaAs lasers

A0853085 NTW157UN GaAs Tx Module 1555.747nm+PCB

OPTera Connect HDX

100% [**] 100% [**] 75% [**] 75% [**] acceptance wk 40

Tx/Rx GaAs lasers

A0853087 NTW157VN GaAs Tx Module 1557.363nm+PCB

OPTera Connect HDX

100% [**] 100% [**] 75% [**] 75% [**] acceptance wk 40

Tx/Rx GaAs lasers

A0853089 NTW157WN GaAs Tx Module 1558.983nm+PCB

OPTera Connect HDX

100% [**] 100% [**] 75% [**] 75% [**] acceptance wk 40

Tx/Rx GaAs Laser

A0853074 NTW157NP GaAs Tx Module, 1546.917nm, with

Chirped N

OPTera Connect HDX

100% [**] 100% [**] 75% [**] 75% [**] acceptance wk 40

Tx/Rx GaAs Laser

A0853076 NTW157PP GaAs Tx Module, 1548.515nm, with

Chirped N

OPTera Connect HDX

100% [**] 100% [**] 75% [**] 75% [**] acceptance wk 40

Tx/Rx GaAs Laser

A0853078 NTW157QP GaAs Tx Module, 1550.116nm, with

Chirped N

OPTera Connect HDX

100% [**] 100% [**] 75% [**] 75% [**] acceptance wk 40

Tx/Rx GaAs Laser

A0853080 NTW157RP GaAs Tx Module, 1551,721nm, with

Chirped N

OPTera Connect HDX

100% [**] 100% [**] 75% [**] 75% [**] acceptance wk 40

Tx/Rx GaAs Laser

A0853082 NTW157SP GaAs Tx Module, 1553.329nm, with

OPTera Connect HDX

100% [**] 100% [**] 75% [**] 75% [**] acceptance wk 40

1

Exhibit B

SPECIFICATIONS

1

Chirped N Tx/Rx GaAs

Laser A0853084 NTW157TP GaAs Tx Module,

1554.940nm, with Chirped N

OPTera Connect HDX

100% [**] 100% [**] 75% [**] 75% [**] acceptance wk 40

Tx/Rx GaAs Laser

A0853086 NTW157UP GaAs Tx Module, 1556.555nm, with

Chirped N

OPTera Connect HDX

100% [**] 100% [**] 75% [**] 75% [**] acceptance wk 40

Tx/Rx GaAs Laser

A0853088 NTW157VP GaAs Tx Module, 1558.173nm, with

Chirped N

OPTera Connect HDX

100% [**] 100% [**] 75% [**] 75% [**] acceptance wk 40

PEC

CPC

Product Description

Amplifiers A0776715 MOSAIC Dual amp L band A0776716 MOSAIC Booster 18, L band A0776717 MOSAIC Booster 21, L band A0813335 Metro LP amp, C band A0814269 Metro LP amp, L band A0830132 MOSAIC Booster 18, C band A0830133 MOSAIC Dual amp, C band A0830135 MOSAIC Booster 21, C band A0851346 MOSAIC Raman, C band A0851353 MOSAIC Raman, L band A0893852 Metro HiP C band A0893853 Metro HiP L band ULR Type A Boost EDFA

Regional Type B Pre-Post EDFA

Direct Mod lasers

NTW142**

A0775025

2.5G DM BH 1.25Gops "Rel 1.0" NTW 142**

NTW142**

A0786528

2.5G DM BH Flex rate "Rel 2.0" NTW142

NTW190**

A0798171

2.5G BH Standard reach "Rel 5.0 NTW190

NT8W37**

A0800865

QFT0024-2A OPTICAL TRANSMITTER

NTW190**

A0889416

2.5G BH Extended reach "Rel 5.0 NTW190

NT8W366D

A0851381

2.4GbS DFB LR Laser 1541.35nm, 14pin

NT8W371D

A0757925

25 Ohm Matched Load MLC 1310nm

NT8W37KC

A0669504

1310 NM TX MODULE, GC OFB, 2.5

OSC Lasers

NTW106AE

A0782553

OSC Laser, 1510nm, 3.3dBm, 2.4

NTW106BE A0782554 OSC Laser, 1480nm, 3.3dBm, 2.4

A0776721

Tx, OSC MOSAIC

A0776722 Tx, OSC MOSAIC NTW106AE A0824553 Tx, OSC MOSAIC NTW106EE A0824564 Tx, OSC MOSAIC NTW106KE A0832329 Tx, OSC MOSAIC Modulated Lasers

NT8L73AE

A0699447

2.5G III-V 14 pin MZ (24 codes)

NT8L73AL A0762514 1527.99 nm adj pwr OC-48 MZ Tx

NT8L73BE

A0699448

1528.77 nm III-V MZ module, st

MinidIL's

NT8W66AE

A0814045

Plastic Tx, 0.2mW, 1300nm

NT8W66BE A0767175 NT8W66BM A0680981 Low Power, 0.1mW Transmitter, 1300nm NT8W66DB A0667667 Low Power, 0.2mW, 1300nm NT8W66DD A0640837 Low power, 0.2mW, 1300nm NT8W66DF A0796722 Low power, 0.2mW, 1300nm NT8W66DG A0658478 Low power, 0.2mW, 1300nm NT8W66DM A0738160 Low power, 0.2mW, 1300nm NT8W66DX A0727546 Low power, 0.2mW, 1300nm NT8W66DY A0727549 Low power, 0.2mW, 1300nm NT8W66DZ A0727550 Low power, 0.2mW, 1300nm

2

3

NT8W66UD A0641235 High Power, 1.4mW Transmitter, 1300nm NT8W66UE A0768206 High Power, 1.4mW Transmitter, 1300nm

NT8W95AD

A0640984

RX,PIN,155MBPS,1300NM

NT8W95AL A0731407 RX,PIN,155MBPS,1300NM OC3 Receiver NT8W95AC A0776101 RX,PIN,155MBPS,1300NM NT8W95CA A0642250 RX,PIN,155MBPS,1300NM NT8W95CB A0648899 RX,PIN,155MBPS,1300NM NT8W95CD A0648900 RX,PIN,155MBPS,1300NM NT8W95DD RX,PIN,155MBPS,1300NM NT8W95DF RX,PIN,155MBPS,1300NM NT8W95ED A0645709 1300 NM IR/LR RX MODULE, 155 M NT8W95EU A0727563 1300nm IR/LR RX Module, 155MBPS NT8W95EV A0727565 1300nm IR/LR RX Module, 155MBPS NT8W96AD A0640983 RX,PIN,622MBPS, 1300NM NT8W96AE A0658519 RX,PIN,622MBPS, 1300NM OC12 Receiver

NT8W96AG

A0796727

RX,PIN,622MBPS, 1300NM

NT8W96CB A0648895 RX,PIN,622MBPS, 1300NM NT8W96CT A0727566 RX,PIN,622MBPS, 1300NM

NTW028MB

A0740781

Low Power Tx, 1550nm

NTW028ME A0731191 Low Power Tx, 1550nm NTW028SD A0748168 Low Power Tx, 1550nm NTW028SB A0478187 Low Power Tx, 1550nm

NTW044AD

A0723518

MiniDIL OC12 APD Receiver

2.5G Receiver

NTW042AD

A0723516

2.5G SR Receiver

NTW042ED A0827486 2.5G SR Receiver NTW042BB A0799350 2.5G SR Receiver NTW042CA A0858136 2.5G IR Receiver NTW042CD A0815435 2.5G IR Receiver NTW042CE A0833741 2.5G IR Receiver 2.5G Transmitter NTW103AA A0787078 2.5G SR MiniDIL Tx NTW103BD A0813302 2.5G SR MiniDIL Tx NTW103AE A0780403 2.5G SR MiniDIL Tx NTW103BE A0835933 2.5G SR MiniDIL Tx NTW013CD A0842337 2.5G SR MiniDIL Tx Transponders & LIMs

A0806599

20 pin module Transmitter

A0806602 20 pin module Receiver Coax Products

A0622550

DRP2S-13T2 PIN PHOTODETECTOR

NT8W56AC A0769197 Detector Coaxial with Single M NT8W79AA A0634109 COAXIAL PIN DIODE DETECTOR LO FTA&ROA

NTCC01E0

A0738164

OC192 TX OPTICS ASSY 1542.9nm

NTCC01E1 A0672005 oc192 tx optics assy 1528.77 n NTCC01E2 A0668412 oc192 TX OPTICS ASSY 1530.33nm NTCC0609 A0881849 OC192 L BAND Pin-PreAmp ASSY NTCC0610 A0840837 L-BAND PIN/PREAMP 1565-1605NM NTCC0612 A0720566 OC-192 T/R RX OPTICS ASSY NTCC06EO A0733256 OC192 T/R FIBRE TRAY ASSY 1542 NTCC06E1 A0733248 OC192 T/R FIBRE TRAY ASSY 1528 NTCC06E2 A0733249 OC192 T/R FIBRE TRAY ASSY 1530 2.5G APD's

NTW001AA

A0643928

1310/1550 nm Rx module, 2.5 GB

NTW001AD A0851001 8 pin (uncooled) APD Preamp Rx NTW001BA A0738255 8 pin (cooled) APD Pre-amp Rx NTW001BB A0774429 8 pin (cooled) APD Pre-amp Rx NTW001BC A0851004 8 pin APD Cooled Pre-amp Rx

10G Receiver

NTW126AE

A0842036

8pin Bttrfly 10G PIN/Pre-amp Rx

NTW126BE A0842037 8pnBut 10G PIN/Pre-ampRx TRIBS NTW126CE A0842038 8pinButt 12G LB PIN/Pre-amp Rx NTW126JU A0892850 8 pn Bfly 10G P/Pamp Rx PC Fbr

NT8L83QB

A0861414

14 pin 10G APD

NT8L73PA/PB

A0863412

10G Pin Receiver

NTW606BE

10G Co-planar APD

NTW179AE PTV10G Modulated Lasers

NTW157BN

A0853051

GaAs Tx Module 1528.773nm+PCB

NTW157CN A0853053 GaAs Tx Module 1530.334nm+PCB NTW157DN A0853055 GaAs Tx Module 1531.898nm+PCB

4

EXHIBIT C

DEMAND PULL

DEMAND-PULL PROGRAM

1.

NTW115xx

A0863564 to

10G EA, C-band

A0863579 10G EA, C-band Transponders & LIMs

NTW083BD

A0821707

LIMS 1618-141C28

Demand-Pull Program Forecast —On the first business day of each week during the Term, Nortel will provide Supplier with a 12 month rolling forecast ( Forecast ) of its Demand-Pull Program Product requirements. Nortel will issue a Blanket Purchase Order for the quantity of Products shown for the first 6 months of the first Forecast ( Blanket Purchase Order ). Nortel will update the Blanket Purchase Order as required. If Supplier's stock of components exceeds Supplier's requirements for Products purchased by Nortel under Releases against the Blanket Purchase Order, Supplier will sell the excess to third parties to the extent reasonably possible. Any and all actions undertaken by Supplier in respect of any Forecast or Blanket Purchase Orders that do not correspond identically to the information set forth in Releases against Blanket Purchase Orders, if any, shall be solely at the risk and cost of Supplier, unless otherwise expressly agreed in a separate mutually executed writing between the parties.

2. Target Products Total Stock — Target Product Total Stock or TPTS means the total quantity of goods targeted ( Target Finished Goods ) plus works in progress ( Target WIP ) as agreed between the Parties and set out in Attachment 1 to Exhibit C. The Product run rate is included in Attachment 1 to Exhibit C. The maximum number of weeks for which Supplier will maintain the Target Product Total Stock is indicated on Attachment 1. However, if the Target Finished Goods is inactive for more than [**] days, the parties will agree on a reasonable disposition of all or part of the maximum Target Product Total Stock, subject to Section 7 of this Exhibit C. 2.1 Increase Target Product Total Stock— Supplier will have the capability of increasing the then-current Target Product Total

Stock by (a) [**]% within 1 month of Nortel's request, and (b) [**]% within 2 months of Nortel's request. It is the Parties intent that these Flex requirements will be reviewed and updated at the Quarterly Business Review.

2.2 Depletion of Target Product Total Stock —In the event that Nortel's and Nortel Affiliates' demand for a Product exceeds the Forecast and Flex, Nortel may instruct Supplier to draw on the Target Product Total Stock. In such a case, if the Target Product Total Stock is reduced, Supplier will replenish such Target Product Total Stock within the applicable Product lead time.

3. Delivery —Demand-Pull Program Products will be delivered FCA Proximity Warehouse, within 24 hours after Nortel issues the Release(s) to Supplier.

4. Discrete PO's —Nortel may purchase Products included in the Demand-Pull Program by issuing a P.O. for the Products under terms of the Agreement rather than the terms of the Demand-Pull Program. The Products purchased under the P.O. will count towards Nortel's purchases of Target Product Total Stock.

5. Target Finished Goods Report —Supplier will provide Nortel's designated purchasing department representative with a weekly written report detailing the status of the Target Products Total Stock.

6. Cancellation —Nortel may cancel the Demand-Pull Program in whole or in part by providing Supplier with written notice. Such cancellation will be effective immediately, and the then current Blanket Purchase Order will be cancelled. The parties will agree on a reasonable disposition of the maximum Target Product Total Stock, subject to Section 7 of this Exhibit C.

5

7. Disposition of the Target Product Total Stock due to inactivity described at Section 2 of this Exhibit or due to cancellation described at Section 6 of this Exhibit will be subject to the following: (a) Delivery schedule for applicable Target Product Total Stock will be as agreed by the parties hereto, provided that Nortel will

have the right to require delivery in accordance with the time periods set out in this Agreement.

(b) Nortel's total liability under the Demand-Pull Program, including without liability for Supplier's stock of finished goods and works in progress, will not exceed the Target Product Total Stock maintained by Supplier for the maximum number of weeks indicated on Attachment 1.

(c) Amounts to be paid by Nortel for agreed upon Target Product Total Stock will be:

A. Target Finished Goods @ [**]% of the applicable Product Price; B. Target WIP @ [**]% of the applicable Product Price.

6

EXHIBIT C

ATTACHMENT 1

The Parties agree, until Attachment 1 is completed on a per Product basis, to the following provisional Target Product Total Stock:

Target Finished Good Stock: [**] weeks

Target WIP:[**] weeks

[To be completed on a per Product basis following Closing]

7

CPC NO.

DESCRIPTION

MAX WKS TPTS

RUN RATE

TARGET FG STK

TARGET WIP

ACTUAL FG STK

ACTUAL WIP

LEAD TIME

NORTEL APPROVAL:

DATE:

SUPPLIER APPROVAL:

DATE:

EXHIBIT D

REPORTING REQUIREMENTS

1) Shipment reports including the following information weekly and monthly overview:

—Ship to/from location —Ship date —CPC —Qty —W/B —Requested qty —YTD qty shipped by CPC —PO# —Total $ spend YTD by CPC

2) Stock reports monthly—template available—should show:

—F/G level —WIP thru various stages of manufacturing measured at key process points.

3) Supply chain contract monthly reports:

—Delta to targets highlighted —Recovery plans provided within 24hrs —Any upside analysis or demand—response to requirements within 48hrs.

4) CR road map monthly—updated quarterly.

5) Price files issued quarterly.

6) Delta to ship request report weekly—recovery issued within 24hrs of delta to ship report.

7) Quality issues outlined monthly as follows:

—PP 100/1000 defect —Corrective actions —Root cause —Trend by CPC

8) Web tools will be used

—PO confirmed/acknowledged on Web —Stock report on web —Projected shortages responses on web

9) Invoice discrepancy report 3rd week of month/issued once a month.

8

EXHIBIT E

PROCEDURES FOR ELECTRONIC COMMUNICATION

I. PROCEDURES FOR ORDERS AND FORECAST UTILIZING ST-LAU RENT SPECIFIC WEB TOOL

(REV DG 020701a)

WEB Tools refer to a set of tools developed by NNL's St-Laurent System House known as eSupply and used to transfer business related information, Purchase Orders and Release using a secure Internet connection.

1. WEB Browser Certificate— Before utilizing the WEB Tools the Supplier will have to install a computer WEB Browser Certificate to comply with Nortel Corporate security requirements and create proper account on the SAM server. This operation will allow the user to receive encrypted mail from Nortel and access the secure Supplier web page via specific URL.

2. Supported Transactions— eSupply supports transmission and confirmation, replenishment signal, forecast, inventory status as well as shipping details.

3. Purchase Orders— and Releases 1. A Purchase Orders or Release is created in the ERP system.

2. The Purchase Order or Release is sent by Nortel through eSupply.

3. The suppliers access the Purchase Orders/Release (Web Tool) to acknowledge "New Purchase Order/Release".

4. Once acknowledged by the Supplier, the Purchase Order/Release is sent back, through the web, to Nortel.

5. The buyer receives the Purchase Order/Release and Accept or Cancel the Purchase Order/Release.

6. If accepted, the Purchase Order/Release will update the Purchasing module of Nortel ERP system.

7. If cancelled, the buyer will contact the supplier to come to an agreement.

4. Replenishment Signal— The POU module part of the eSupply system is used to request material pulls from the Supplier

pursuant to Exhibit C herein a. Team-leader at the Nortel facility will pull all items from Supplier based on manufacturing requirements

b. Nortel will track the pulls and extract delivery performance information

c. Supplier will use the web interface of POU to respond and communicate with Nortel.

5. Forecast— Nortel will transmit on a weekly basis, typically on Monday a detailed forecast using the System House ERP data

and latest forecast information. a. The requirements showing in the Forecast tool are the Nortel gross requirements based on the manufacturing aspect, not

based on any current Blanket Purchase Order. This is particularly important in regards of the "Back Schedule". A Back Schedule in the forecast means that the Nortel production is delayed Supplier's delivery should not be delayed.

b. All information in the Forecast is downloadable.

9

6. Inventory Status— Inventory status is a tool whereby the Supplier can be asked to provide to Nortel an updated FG and WIP inventory as agreed upon in the Agreement. a. The list of parts to be updated will be posted every week on the specific WEB page.

b. Suppliers will be responsible to update information via the WEB page or using the upload capability before the end of

the next working day.

7. Shipping Details— If Nortel requires such information, the shipping module allows updates on Suppliers shipment and serves as an Advanced Ship Notice to Nortel. a. Once the Supplier has shipped the material, it signs on to the Web Shipping module to complete the transaction.

b. Supplier enters the waybill, finds the appropriate Purchase Order/Release Line and submits the transaction.

c. This input is extracted and fed back through a Corporate Interface Supply Link to Carrier Solutions St. Laurent, updating

the Packing and Shipping Modules of Nortel's ERP system.

10

EXHIBIT F

CERTIFICATIONS

Supplier will obtain the design certifications listed below for new or modified designs after production release. At Supplier's expense, Nortel and Supplier will make joint submissions to the certifying regulatory bodies. However, Nortel will be responsible for any costs in excess of those for a solo submission. The parties will notify each other about design changes that might invalidate a certification. The exposure will be included in the Change Notification process whether or not the changed or modified design will be in a production release.

Supplier will obtain the following certifications and any other certifications required by law:

CEMark UK Type Approval UL/CSA/EN safety FCC parts 15 and 101

11

EXHIBIT G

PROHIBITED MANUFACTURERS

[**]

12

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SUPPLY AGREEMENT TABLE OF CONTENTS EXHIBITS PRODUCT LISTS, PRICE, SHARE ALLOCATION AND CUSTOM PRODUCTS MINIMUM COMMITMENT SPECIFICATIONS DEMAND PULL DEMAND-PULL PROGRAM ATTACHMENT 1 REPORTING REQUIREMENTS PROCEDURES FOR ELECTRONIC COMMUNICATION CERTIFICATIONS PROHIBITED MANUFACTURERS

Exhibit 4.11

Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions.

10 January 2003

Chris Efstathiou VP Global Procurement Marconi Communications 1000 Fore Drive Warrendale, PA 15086-7502 United States of America

Dear Chris,

Global Procurement Agreement of 1st February 2002 between Marconi Communications, Inc. and Bookham Technology plc ("GPA")

I am writing to confirm our recent discussions regarding the Marconi minimum purchase commitment under the GPA for the calendar year 2003. We agreed as follows:\

1. During 2003 Marconi will place purchase orders to a minimum value according to the following schedule: • Q1 03: £[**] ($[**])

• Q2 03: £[**] ($[**])

• Q3 03: £[**] ($[**])

• Q4 03: £[**] ($[**])

2. Q1's minimum purchase commitment of: £[**] ($[**]) will comprise:

• [**] : £ [**]

• [**] : £ [**]

• [**] : £ [**]

• [**] : £ [**]

3. Marconi will pay the outstanding balance as shown below by Monday 3rd February 2003:

• Abingdon: £[**]

• Abingdon: $[**]

• Paignton: $[**]

The payment will be made promptly on or before that day without any delay.

For complete clarity, compliance with the above will complete Marconi's minimum purchase obligations under the GPA in full. Also, this letter shall extend the initial term of the GPA to 31st December 2003 and clause 8.1 of the GPA shall be deemed amended accordingly.

Please sign below to confirm Marconi's agreement to these terms.

Christopher Efstathiou, VP Global Procurement

Yours sincerely,

/s/ CHRISTOPHER EFSTATHIOU

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Exhibit 10.1

CONSENT OF INDEPENDENT AUDITORS

We consent to the incorporation by reference in the Registration Statements (Form S-8 Nos. 333-13388 and 333-13390) of Bookham Technology plc of the reference to our firm in Item 3 under the caption "Selected Consolidated Financial Data" and of our report dated March 18, 2003 with respect to the consolidated financial statements of Bookham Technology plc, all included in this Amendment No. 1 to the Annual Report (Form 20-F/A) for the year ended December 31, 2002.

Reading, England September 9, 2003

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Exhibit 10.2

Consent of Independent Accountants

We hereby consent to the incorporation by reference in the Registration Statements on Form S-8 (Nos. 333-13388 and 333-13390) of Bookham Technology plc of our report dated March 14, 2001, relating to the financial statements of Bookham Technology plc, which appears in this Annual Report on Form 20-F/A. We also consent to the reference to us under the heading "Selected Consolidated Financial Data" which appears in this Form 20-F/A.

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Exhibit 12.1

/s/ STEVE TURLEY

Chief Commercial Officer

/s/ ERNST & YOUNG LLP

Ernst & Young LLP

/s/ PRICEWATERHOUSECOOPERS LLP

PricewaterhouseCoopers LLP West London, England September 10, 2003

CERTIFICATIONS

I, Giorgio Anania, certify that:

1. I have reviewed this annual report on Form 20-F of Bookham Technology plc;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this report;

4. The company's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the company and have: (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our

supervision, to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) [Paragraph omitted in accordance with SEC transition instructions contained in SEC Release 34-47986];

(c) Evaluated the effectiveness of the company's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the company's internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the company's internal control over financial reporting; and

5. The company's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the company's auditors and the audit committee of the company's board of directors (or persons performing the equivalent functions): (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which

are reasonably likely to adversely affect the company's ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the company's internal control over financial reporting.

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Exhibit 12.2

CERTIFICATIONS

I, Stephen Abely, certify that:

1.

Date: September 10, 2003

/s/ GIORGIO ANANIA

Giorgio Anania President and Chief Executive Officer (principal executive officer)

I have reviewed this annual report on Form 20-F of Bookham Technology plc;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this report;

4. The company's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the company and have: (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our

supervision, to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) [Paragraph omitted in accordance with SEC transition instructions contained in SEC Release 34-47986];

(c) Evaluated the effectiveness of the company's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the company's internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the company's internal control over financial reporting; and

5. The company's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the company's auditors and the audit committee of the company's board of directors (or persons performing the equivalent functions): (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which

are reasonably likely to adversely affect the company's ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the company's internal control over financial reporting.

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Exhibit 13.1

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the annual report on Form 20-F of Bookham Technology plc (the "Company") for the period ended December 31, 2002 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), the undersigned, Giorgio Anania, Chief Executive Officer of the Company, hereby certifies, pursuant to 18 U.S.C. Section 1350, that:

(1) the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

Date: September 10, 2003

/s/ STEPHEN ABELY

Stephen Abely Chief Financial Officer (principal financial officer)

(2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

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Exhibit 13.2

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the annual report on Form 20-F of Bookham Technology plc (the "Company") for the period ended December 31, 2002 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), the undersigned, Stephen Abely, Chief Financial Officer of the Company, hereby certifies, pursuant to 18 U.S.C. Section 1350, that:

(1) the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

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CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

End of Filing

© 2005 | EDGAR Online, Inc.

Dated: September 10, 2003

/s/ GIORGIO ANANIA

Giorgio Anania President and Chief Executive Officer

Dated: September 10, 2003

/s/ STEPHEN ABELY

Stephen Abely Chief Financial Officer