<PAGE>1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
QUARTERLY REPORT UNDER SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTER ENDED JULY 29, 1995
COMMISSION FILE NUMBER 0-15487
XYLOGICS, INC.
(Exact name of registrant as specified in its charter)
Delaware 04-2669596
(State of Other Jurisdiction (IRS Employer
of Incorporation or Organization) Identification
Number)
53 Third Avenue, Burlington, Mass. 01803
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (617) 272-8140
None
(Former name, former address and
former fiscal year if changed since last report)
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 X No
Indicate the number of shares outstanding of each of the
issuer's classes of common stock as of April 29, 1995.
Common Stock, par value $.10 5,482,603
(Titles of each class) (Number of Shares)
<PAGE>
<PAGE>2
XYLOGICS, INC.
TABLE OF CONTENTS
Page
Part I - FINANCIAL INFORMATION (UNAUDITED):
Consolidated balance sheets at
July 29, 1995 and October 31, 1994 3
Consolidated statements of operations
for the three-and nine-month periods ended
July 29, 1995 and July 30, 1994 4
Consolidated statements of cash flows
for the nine-month periods ended
July 29, 1995 and July 30, 1994 5
Notes to consolidated financial
statements 6
Management's discussion and analysis
of financial condition and results
of operations 8
Part II - OTHER INFORMATION 12
<PAGE>
<PAGE>3
<TABLE> XYLOGICS, INC.
PART I - FINANCIAL INFORMATION - CONSOLIDATED BALANCE SHEETS
($000's)
<S> <C> <C>
ASSETS
_______
7/29/95 10/31/94
(Unaudited)
Current Assets:
Cash and Cash Equivalents $ 8,936 $10,834
Accounts Receivable 13,441 9,070
Refundable Income Taxes 133 608
Inventories 7,113 5,971
Prepaid Expenses 557 159
Prepaid Income Taxes 1,806 1,628
_______ ______
Total Current Assets $31,986 $28,270
_______ _______
Equipment and Improvements, at cost:
Equipment $14,286 $13,215
Furniture 518 550
Leasehold Improvements 611 694
_______ _______
$15,415 $14,459
Less: Accumulated Depreciation
& Amortization (12,097) (11,932)
_______ _______
$ 3,318 $ 2,527
_______ _______
Other Assets, net $ 4,873 $ 4,250
_______ _______
$40,177 $35,047
======= =======
<PAGE>
LIABILITIES AND STOCKHOLDERS' INVESTMENT
Current Liabilities:
Accounts Payable $ 5,179 $ 2,696
Accrued Expenses 6,581 4,699
_______ ______
Total Current Liabilities $11,760 $ 7,395
Deferred Income Taxes $ 2,893 $ 2,679
______ ______
Commitments - -
Stockholders' Investment:
Common Stock, $.10 Par Value
- Authorized -- 25,000,000 shares.
Issued -- 5,507,603 shares at
July 29, 1995 and 5,028,032 shares
at October 31, 1994 $ 551 $ 503
Additional Paid-in Capital 18,562 14,181
Retained Earnings 7,209 10,355
Treasury Stock, 25,000 at July 29,
1995 and 4,776 at October 31, 1994 (798) (66)
_______ _______
Total Stockholders' Investment $25,524 $24,973
_______ _______
$40,177 $35,047
======= =======
See accompanying notes to the consolidated financial statements.
</TABLE>
<PAGE>
<PAGE>4
<TABLE> XYLOGICS, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
(in $000's except per share data)
Three Months Ended Nine Months Ended
<S> <C> <C> <C> <C>
7/29/95 7/30/94 7/29/95 7/30/94
_______ _______ _______ _______
Net Sales $17,211 $13,012 $47,269 $36,388
Cost of Sales 8,576 6,829 24,149 18,867
_______ _______ _______ _______
Gross Profit $8,635 $6,183 $23,120 $17,521
_______ _______ _______ _______
Operating Expenses
Engineering, R&D $1,821 $1,362 $4,977 $4,212
Sales and Marketing 3,584 2,489 9,378 6,730
General and
Administrative 1,078 1,000 3,361 3,075
Write-off of
In-Process R & D - - 6,741 -
Write-off of
Impaired Assets - - 921 -
______ ______ ______ _____
Total Expenses $6,483 $4,851 $25,378 $14,017
______ ______ _______ _______
Income (Loss)
from Operations $2,152 $1,332 ($2,258) $3,504
Interest Income, Net 89 68 382 185
Foreign Exchange
Gain (Loss) (7) - (22) (9)
Other Expense, Net (18) (1) (24) (1)
_______ _______ _______ ______
Income (Loss)
Before Income Taxes $2,216 $1,399 ($1,922) $3,679
Provision for
Income Taxes 665 518 1,221 1,362
______ ______ ______ ______
<PAGE>6
Net Income (Loss) $1,551 $881 ($3,143) $2,317
====== ====== ======== ======
Primary Earnings
(Loss) Per Share $0.25 $0.16 ($0.61) $0.44
===== ===== ======= =====
Fully Diluted Earnings
(Loss) Per Share $0.25 $0.16 ($0.61) $0.43
===== ===== ======= =====
Weighted Average
Common Shares - - 5,140 -
Weighted Average Common
and Common Equivalent
Shares Outstanding
Primary 6,109 5,345 5,140 5,301
Fully Diluted 6,158 5,345 5,140 5,382
See accompanying notes to the consolidated financial statements.
/TABLE
<PAGE>
<PAGE>7
<TABLE>
Xylogics, Inc.
Consolidated Statements Of Cash Flows
(Unaudited)
(000's)
Nine Months Ended
<S> <C> <C>
7/29/95 7/30/94
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) ($3,143) $2,317
Adjustments to reconcile net income
(loss) to net cash provided by (used
for) operating activities:
Depreciation and amortization 2,534 1,615
Deferred income taxes 36 495
Change in assets and liabilities,
excluding Scorpion Logic Ltd. Acquisition
Refundable income taxes 475 523
Accounts receivable (3,332) (1,972)
Inventories (629) (789)
Prepaid Expenses (386) (151)
Accounts payable 1,985 544
Accrued expenses 1,448 430
Accrued income taxes 60 -
______ ______
Net cash provided by (used
for) operating activities ($952) $3,012
______ ______
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of equipment & improvements ($1,603) ($1,192)
Capitalization of software development
costs (1,498) (1,104)
Decrease in other assets (22) 184
Purchase of intangible assets - (269)
Investing activities related to Scorpion
Logic Ltd. Acquisition
Scorpion Logic NBV, less cash
acquired (612) -
Purchase of intangible assets (1,700) -
Write off of impaired assets 921 -
______ ______
Net cash used for investing
activities ($4,514) ($2,381)
_______ _______
<PAGE>8
CASH FLOWS FROM FINANCING ACTIVITIES:
Sale of common stock, net of related
expenses $1,673 $642
Issuance of common stock to acquire
Scorpion Logic Ltd. acquisition 3,157 -
Purchase of treasury stock (1,133) (752)
Decrease in short-term debt, related
to Scorpion Logic Ltd. Acquisition (126) -
Cumulative Translation Adjustment (3) -
______ ______
Net cash provided by (used for)
financing activities $3,568 ($110)
______ ______
INCREASE (DECREASE) IN CASH AND CASH
EQUIVALENTS ($1,898) $521
_______ ______
CASH AND CASH EQUIVALENTS,
Beginning of period $10,834 $9,033
______ _____
CASH AND CASH EQUIVALENTS,
End of period $8,936 $9,554
======= =======
SUPPLEMENTAL DISCLOSURE OF CASH FLOW
INFORMATION:
Cash paid for income taxes $318 $278
Cash paid for interest - -
See accompanying notes to the consolidated financial statements.
/TABLE
<PAGE>
<PAGE>9
XYLOGICS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. The accompanying consolidated financial statements
include the accounts of the Company and its wholly owned
subsidiaries. All material intercompany balances and transactions
have been eliminated. On April 20, 1995 the Company acquired
Scorpion Logic Limited and its wholly owned subsidiary, Infinite
Networks, Limited (Note 9). The accompanying balance sheet
includes the assets and liabilities of Scorpion Logic Limited at
July 29, 1995. This transaction was accounted for as a purchase,
and accordingly, the statement of operations includes Scorpion
Logics results of operations from the date of acquisition, April
20, 1995, through the quarter ending July 29,1995.
2. The consolidated financial statements as of July 29, 1995
and for the three and nine-month periods ended July 29, 1995 and
July 30, 1994 are unaudited, but include all adjustments
(consisting of normal, recurring adjustments) that the Company
considers necessary for a fair presentation of such interim
financial statements. The results of operations for the three and
nine-month periods ended July 29, 1995 are not necessarily
indicative of the results for the entire year. The consolidated
financial statements and notes are presented as permitted by Form
10-Q and do not contain certain information included in the
Company's consolidated annual financial statements and notes.
3. Inventories are stated at the lower of cost (first-in,
first-out) or market and include materials, labor and
manufacturing overhead. Inventories consist of the following:
<TABLE>
<S> <C> <C>
7/29/95 10/31/94
($000's)
Purchase parts and materials $3,374 $2,295
Work-in-process and finished
goods 3,739 3,676
______ _____
$7,113 $5,971
====== ======
</TABLE>
4. Net loss per share is based on the weighted average
number of shares of common stock outstanding during the period.
Common equivalents are not considered in the computation of net
loss per share, as the result would be antidilutive. Net income
per share is based on the weighted average number of primary and
fully diluted shares of common stock and common stock equivalents
<PAGE>10
(stock options) outstanding during the period.
5. On November 4, 1994, the Company declared a two-for-one
stock split of the Company's common stock effected as a 100%
stock dividend to shareholders of record on November 18, 1994.
The distribution of the dividend was completed on December 2,
1994. All share and per share amounts have been restated to
reflect the two-for-one stock split.
6. For the quarter ended July 29, 1995, the Company had
sales to one customer that represented more than 10% of the
Companys total sales for the quarter. The Company had sales to
this customer of approximately $2,989,000 (17% of net sales) in
the third quarter of 1995. Sales to that same customer in the
third quarter of fiscal 1994 were less than 10% of total sales.
During the same quarter of 1994, sales to another customer were
$2,029,000 (16% of net sales). No other customers in the third
quarters ended 1995 and 1994 represented 10% of total revenue for
the quarter.
For the first nine months of fiscal 1995 the Company had
sales to three customers that represented more than 10% of the
Companys sales. Sales to the first customer were $6,548,000
(14% of net sales) compared to sales for the same customer in
1994 of $5,377,000 (15% of net sales). Sales to a second
customer for the first nine months of 1995 were $4,820,000 (10%
of net sales) compared to sales for the same customer in 1994 of
$3,852,000 (11% of net sales). Sales to a third customer for the
nine month period ending July 29, 1995 were $5,669,000 (12% of
net sales) and sales to this customer for the same period in 1994
represented less than 10% of the Companys sales for the period.
7. The Company capitalizes certain computer software
development costs in accordance with Statement of Financial
Accounting Standards No. 86 (SFAS No. 86). These costs are
amortized on a straight line basis over two years beginning at
the time the initial shipment to customers of the related
products. Amortization expense recorded for the three-month
periods ending July 29, 1995 and July 30, 1994 were approximately
$369,000 and $203,000 respectively, and is reflected in cost of
goods sold. During the third quarter of 1995 and 1994,
approximately $545,000 and $385,000, respectively, of certain
software development costs were capitalized in accordance with
SFAS No. 86. For the first nine months of fiscal 1995 and 1994,
amortization expense was $999,000 and $516,000, respectively. In
addition, as a result of the acquisition of Scorpion Logic,
$58,000 of previously capitalized software development costs were
written-off as an impaired asset in the second quarter of fiscal
1995. The unamortized balance of these capitalized costs at July
29, 1995 and July 30, 1994 is approximately $2,710,000 and
$2,018,000 respectively, and is included in other assets.
<PAGE>11
8. In July 1994, the Company completed payment for the
acquisition of certain Novell/IPX remote access and dial-up
routing technology, as well as the LANmodem product line from
Microtest, Inc. of Phoenix, Arizona. The fixed and variable
components of the acquisition price totaled $1,573,000. The
Company also paid Microtest approximately $600,000 for LANmodem
inventory in the first quarter of 1994.
In the first quarter of 1995, the Company began amortizing the
Novell/IPX remote access and dial-up routing technology as a
result of initial shipments. The amortization expense for the
first quarter of fiscal 1995 was approximately $144,000. This
amortization expense is reflected in engineering, research and
development expenses. As a result of the acquisition of Scorpion
Logic, $863,000 representing the remaining balance of the
Novell/IPX technology acquired from Microtest was written off as
an impaired asset in the second quarter of 1995.
9. On April 20, 1995 the Company acquired all of the issued
capital stock of Scorpion Logic Limited, a developer of high
speed, intelligent ISDN on demand routing systems, and its
wholly owned subsidiary, Infinite Networks Limited, each a
private company limited by shares and incorporated in England and
Wales. Scorpion Logic will be combined with Infinite Networks
and will become a separate business unit of Xylogics.
Scorpion Logic was acquired for a combination of 244,000 shares
of Xylogics common stock, par value $0.10 and $4,800,000 in
cash. The total cost of the acquisition includes the purchase
price of $9,263,000 and a charge to earnings for $921,000 for
Xylogics intangible assets impaired as a result of the
acquisition. The impaired assets consist of $58,000 of previously
capitalized research and development expenses and $863,000
representing the remaining balance of the Novell/IPX technology
acquired from Microtest.
The acquisition was accounted for as a purchase in accordance
with Accounting Principles Board Opinion No. 16 (APB 16). The
purchase price exceeded the book value of the net assets of
Scorpion Logic by $8,441,000, which was allocated principally to
in-process research and development for $6,741,000 and was
charged to earnings in the second fiscal quarter ended April 29,
1995. The balance of the purchase price was allocated as
follows:
Product Line $ 600,000
IPX Technology 400,000
Trademark and customer lists 300,000
Goodwill 400,000
_______
$1,700,000
===========
<PAGE>12
The product line and IPX technology are being amortized, for
financial accounting purposes, over a two and three year period,
respectively, commencing in the third fiscal quarter of 1995.
The trademark and customer lists and goodwill are being amortized
over a ten year period commencing in the third fiscal quarter of
1995.
The cost and accumulated amortization of the intangible assets
acquired were as follows as of July 29, 1995:
<TABLE>
<S> <C> <C> <C> <C>
Product IPX Trademark &
Line Technology Customer List Goodwill
Cost $600,000 $400,000 $300,000 $400,000
Accumulated
Amortization 75,000 33,333 7,500 14,286
________ ________ _________ ________
$525,000 $366,667 $292,500 $385,714
======== ======== ======== ========
</TABLE>
[TEXT]
10. On September 6, 1995, the Company announced that it had
signed a binding agreement to be acquired by Bay Networks, Inc.
Under the terms of the agreement, Bay Networks, Inc. will
exchange 1.05 shares of its common stock for each outstanding
share of the Company's common stock. The Company will become an
independent operating unit of Bay Networks, Inc. and will
continue to focus on the remote access market. The stock-for-
stock merger is expected to be a tax-free reorganization and
accounted for as a pooling of interests. The agreement is
subject to approval by the Company's stockholders and to standard
antitrust clearances and various other requirements specified in
the agreement. The consummation of the merger is currently
anticipated to occur in the fourth calendar quarter of 1995. As
part of the transaction, the Company granted Bay Networks, Inc.
an option to purchase a number of shares equal to approximately
6.3 percent of the Company's outstanding shares, under certain
circumstances as specified in the agreement.
<PAGE>
<PAGE 13>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Third Quarter of Fiscal 1995 Compared to Third Quarter of Fiscal
1994
Net Sales: Net sales for the third quarter of 1995 increased by
$4,199,000 or 32% as compared to the third quarter of 1994. The
increase was attributable to higher revenue generated by the
networking product line, and an increase in sales of the
Company's controller products.
Net sales to resellers increased $4,766,000 or 81% and sales to
OEM's decreased $566,000 or 8% in the third quarter of 1995 as
compared to the third quarter of 1994. The $4,766,000 growth in
sales to resellers consisted primarily of a $4,875,000 or 86%
increase in sales of networking products, offset by a decrease of
$109,000 or 53% in sales of the controller product. The strength
of the sales in the reseller channel is attributable to the
success of the new Remote Annex product line and the new ISDN
products. The product mix was heavily skewed towards reseller
business: reseller revenues were higher than anticipated, while
OEM revenues were lower than anticipated. A significant amount
of reseller revenue in the third quarter of fiscal 1995 was
directly attributable to OEM referrals.
Networking revenue increased $3,253,000 or 27% in the third
quarter of 1995 from the third quarter of 1994. As a percentage
of total revenue, networking revenue decreased from 91% in the
third quarter of 1994 to 88% in the third quarter of 1995.
Controller revenues increased $946,000 in the third quarter of
1995 compared to the third quarter of 1994. This increase was due
to an increase in sales of the newer generation Multibus II
product to our largest international OEM. Although controller
revenue was stronger than anticipated, the Company believes it
will represent a declining percentage of overall revenue in the
future.
Revenue grew in both the domestic and international markets. Net
domestic sales in the third quarter of 1995 increased $2,180,000
or 25% from the third quarter of 1994. Domestic sales represented
64% of total revenue as compared with 67% a year ago. The
increase in domestic revenue was attributable to a 27% increase
in networking revenue and a 3% increase in controller sales. The
domestic reseller channel grew 64% primarily due to an increase
in sales of the new Remote Annex product line. International
sales represented 36% of total revenue as compared to 33% a year
ago. The increase in international revenue was attributable to an
increase in the networking sales of the new Remote Annex product
line and the new ISDN products coupled with an increase in
controller revenues of the newer generation Multibus II product
<PAGE>14
to our largest OEM. The international reseller channel grew 114%,
primarily due to an increase in sales of both the new Remote
Annex product line and the new ISDN products. The international
OEM channel decreased 12%.
The market for the Company's products is characterized by rapidly
changing technology, evolving industry standards and frequent new
product introductions. The Company's future success depends upon
its ability to enhance its existing products and to introduce new
products and features to meet and adapt to changing customer
requirements and emerging technologies. The Company will be
required, therefore, to invest significant amounts in marketing
and research and development. Because of these and other
factors, including those discussed below, there can be no
assurance that the Company will be able to continue its growth in
revenues and sustain its profitability on a quarterly or annual
basis.
The Company does not require most resellers to carry inventory.
One exception is Westcon, Inc., a two-tier distributor that
carries inventory for its own resellers. Therefore, the
Company's ability to fill orders within a seven day period is
critical to the Company's overall success. The Company's OEM
customers do carry inventory; however, just-in-time inventory
procurement and management practices are generally applied, and
our customers, both OEMs and resellers, are demanding shorter and
shorter lead-times to obtain product. This adds a significant
element of risk, as the Company is required to anticipate what
products will be required for sale before any firm orders or
forecasts are received from the customer. In addition, over one
half of each quarter's revenue is typically booked in the second
half of each fiscal quarter and is shipped in the last month of
the quarter. These factors require the Company to carry more
inventory and raise the risk that the Company will not properly
forecast the mix or timing of when actual sales are made. This
trend is expected to continue over the foreseeable future.
Westcon is also able to do stock rotation on up to 15% of its
purchases over the last 90 days. Any inventory exchanged by
Westcon will be unused product and will be available for resale
to other customers. Other international resellers also have
stock rotation privileges
Gross Profit: Gross profit as a percentage of sales was 50.2% in
the third quarter of 1995 as compared to 47.5% in the third
quarter of 1994. Gross profit was favorably impacted by the
strong growth in the reseller channel which yields higher
margins. This favorable impact on gross margins was partially
offset by higher FASB 86 amortization expense. Gross profit
margins on networking products increased to 51.4% in the third
quarter of 1995 as compared to 48% in the same quarter of 1994,
as a result of higher margins achieved in the reseller channel
and shipments of the new Remote Annex product line. Gross profit
margins on the controller product line were 41% in the third
<PAGE>15
quarter of 1995 and 1994.
Operating Expenses:
Engineering, research and development expenses were $1,821,000
during the third quarter of fiscal 1995, reflecting an increase
of $459,000 or 34% over the same period in fiscal 1994. As a
percentage of revenue, these expenses increased from 10.5% in the
third quarter of 1994 to 10.6% in the third quarter of 1995. Most
of the growth in expenses was due to an increase in the labor
force and software consulting for our networking product line.
Partial funding is provided by several of the Company's OEMs to
cover some of the networking development costs. The 1995 and 1994
third quarter expenses exclude the capitalization of $545,000 and
$385,000, respectively, capitalized pursuant to Statement of
Financial Accounting Standards No. 86 (SFAS No. 86). Engineering,
research and development expenses also exclude $369,000 and
$203,000 of amortization expense of previously capitalized
expenses pursuant to SFAS No. 86 which appears in cost of sales.
Sales and marketing expenses were $3,584,000 during the third
quarter of 1995, reflecting an increase of $1,095,000 or 44% over
the same period in 1994. As a percentage of revenue, these
expenses increased from 19% in the third quarter of 1994 to 20.8%
in the third quarter of 1995. The growth in spending was
primarily attributable to an increase in the labor force and
increased sales promotional activities.
General and administrative expenses were $1,078,000 during the
third quarter of 1995, reflecting an increase of $78,000 or 8%
from the same period in 1994. As a percentage of revenue, these
expenses decreased from 8% in the third quarter of 1994 to 6% in
the same quarter of 1995. The increase in spending was primarily
due to payroll related expenses.
The Company has targeted the networking market as the focus of
its development efforts, and has carefully restricted any
resources that are devoted to the controller business. As a
result, the controller products continue to generate a greater
share of the Company's income than would be expected from the
amount of revenue realized.
Interest Income: Net interest income was $89,000 in the third
quarter of 1995 as compared to $68,000 during the same period in
fiscal 1994. Higher interest rates led to the increase in
interest income.
Foreign Exchange and Translation Gain (Loss): The Company
incurred an insignificant foreign exchange loss of $7,000 in the
third quarter of 1995. There was no foreign exchange loss in the
third quarter of 1994. The Company records currency gains or
<PAGE>16
losses when translating the financial statements of the Company's
foreign subsidiaries in accordance with Statement of Financial
Accounting Standards No. 52 (SFAS No. 52)
Income Taxes: The Companys effective federal and state income
tax rate during the third quarter ended July 29, 1995 was 30% as
compared to 37% for the comparable period in 1994.
First Nine Months of Fiscal 1995 Compared to the First Nine
Months of Fiscal 1994
Net Sales: Net sales for the nine months ending July 29, 1995
increased $10,881,000 or 30% as compared to the first nine months
of 1994. The increase was attributable to higher revenue
generated by the networking product line, coupled with a small
increase in sales of the Company's controller products.
In the first nine months of 1995, net domestic sales increased
$5,119,000 or 21% and international sales increased $5,762,000 or
48% as compared to the first nine months of 1994. Domestic sales
represented 62% of total revenue as compared to 67% a year ago.
The increase in domestic revenue was attributable to an increase
of $5,849,000 or 27% in networking revenues offset by a $730,000
or 29% decrease in controller revenues. The domestic OEM and
reseller channel grew 1% and 53% respectively, as compared to the
first nine months of 1994. International sales represented 38 %
of total revenue as compared to 33% a year ago. The increase in
international sales was attributable to an increase of $4,030,000
or 42% in networking revenues and an increase of $1,732,000 or
71% in controller revenues. The international reseller and OEM
channels grew 77% and 23%, respectively, in the first nine
months of 1995 as compared to the same period in 1994.
Net sales to resellers and OEMs increased $9,172,000 or 62% and
$1,709,000 or 8%, respectively, from the first nine months of
1994. The $9,172,000 growth in sales to resellers consisted of a
$9,446,000 increase in sales of networking products partially
offset by a decrease of $274,000 in sales of controller products.
The $1,709,000 growth in sales to OEMs consisted of a $433,000
increase in sales of networking products coupled with an increase
of $1,276,000 in sales of controller products.
Networking revenue increased $9,879,000 or 31% in the first nine
months of 1995 from the first nine months of 1994. As a
percentage of total revenue, networking increased from 86% in the
first nine months of 1994 to 87% in the first nine months of
1995. Controller revenues increased $1,002,000 in the first nine
months of 1995 as compared to the first nine months of 1994. A
significant increase in international sales of a custom developed
Multibus II controller was sufficient to offset declines across
<PAGE>17
the rest of the controller product line.
Gross Profit: Gross profit as a percentage of sales was 49% in
the first nine months of 1995 as compared to 48.4% in the first
nine months of 1994. Gross profit margins on networking products
improved to 49.8% in the first nine months of 1995 from 49.2% in
the first nine months of 1994, while gross margins on the
controller product line declined to 43% in the first nine months
of 1995 from 45% in the first nine months of 1994.
The gross profit margin on networking products was favorably
impacted by shipments of the new Remote Annex product line and
the new ISDN products and the growth in the reseller channel.
These favorable affects on gross margins were partially offset by
higher FASB 86 amortization expense. The decrease in gross
profit margins on controller products was due to a change in
product mix toward newer, lower margin products.
Operating Expenses:
Engineering, research and development expenses were $4,977,000
during the first nine months of fiscal 1995, reflecting an
increase of $765,000 or 18% over the same period in 1994. As a
percentage of revenue, engineering expenses decreased from 12% in
the first nine months of 1994 to 10.5% in the first nine months
of 1995. The increase in spending was primarily due to an
expanding labor force and additional software consultants to
support continued development efforts within the Company's
networking product line. Partial funding is provided by several
of the Company's OEMs to cover networking development costs.
Offsetting the increase in spending is the capitalization of
software development costs, which totaled $1,499,000 and
$1,108,000 in the first nine months if fiscal 1995 and 1994,
respectively, capitalized pursuant to Statement of Financial
Accounting Standards No. 86 (SFAS No. 86). Engineering, research
and development expenses also exclude amortization expense of
$999,000 and $516,000 in the first nine months of fiscal 1995 and
1994, respectively. Amortization of previously capitalized
engineering expenses is included in cost of sales.
Sales and marketing expenses were $9,378,000 during the first
nine months of fiscal 1995, reflecting an increase of $2,648,000
or 39% over the same period in fiscal 1994. The increase was due
to an increase in sales and marketing labor expenses and
increased sales promotional activities.
General and administrative expenses were $3,361,000, reflecting
an increase of $286,000 or 9% over the same period in fiscal
1994. As a percentage of revenue, these expenses decreased from
8% in the first nine months of 1994 to 7% in the first nine
months of 1995. The increase in spending was primarily due to
payroll related expenses and an investor relations program to
promote the Company to the financial community.
<PAGE>18
Write-off of in-process research and development was $6,741,000
representing the appraised value of in-process research and
development of primary rate ISDN technology and other ISDN
routing technology under development for which technological
feasibility has not been established.
Write-off of impaired assets represents the Company's intangible
assets impaired as a result of the acquisition. These assets
were reflected as other assets on the Company's balance sheet
prior to the acquisition.
The Company has targeted the networking market as the focus of
its development efforts and has carefully restricted any
resources that are devoted to the controller business. As a
result, the controller products continue to generate a greater
share of the Company's income than would be expected from the
amount of revenue realized.
The Company reported a net loss for the nine month period ended
July 29, 1995 of $3,143,000 or $.61 per share based on 5,140,000
weighted average shares outstanding. The loss reflects pretax
charges of $6,741,000 for acquired in-process research and
development as a result of the Scorpion Logic acquisition, and
$921,000 for the write-off of the Company's intangible assets;
impaired as a result of this acquisition. (See note 9.)
Interest Income: Net interest income was $382,000 in the first
nine months of fiscal 1995 as compared to $185,000 during the
same period of fiscal 1994. The increase of $197,000 or 106% was
due to higher interest rates in fiscal 1995 as compared to fiscal
1994, coupled with higher invested cash balances in fiscal 1995
as compared to fiscal 1994.
Foreign Exchange and Translation Gain (Loss): The Company
incurred a foreign exchange loss of $22,000 in the first nine
months of 1995 as compared to a $9,000 loss in the same period of
fiscal 1994. The Company records foreign currency gains and
losses when translating the financial statements of the Company's
foreign subsidiaries in accordance with Statement of Financial
Accounting Standards No. 52 (SFAS No. 52).
Income Taxes: The provision for income taxes for the nine month
period ended July 29, 1995 takes into effect that $5,992,000 of
the $6,741,000 write off of in-process research and development
is not tax deductible. Therefore, the Company provided income
taxes at a 30% rate based on pretax income of $4,070,000
(adjusted for the non-deductible write-off). The Company's
effective federal and state income tax rate during the nine month
period ended July 30, 1994 was 37%.
<PAGE> 19
Liquidity and Capital Resources:
At July 29, 1995, the Company had cash and cash equivalents of
$8,936,000 which represents a decrease of $1,898,000 from October
31, 1994. On April 20, 1995 the Company acquired Scorpion Logic
Limited for approximately $4,800,000 in cash and 244,000 shares
of the Company's common stock (see note 9). Accounts receivable
increased $4,372,000 reflecting the higher volume of revenue
shipments in the third quarter ending July 29, 1995. Inventories
increased $1,142,000 in the first nine months of 1995, to
accommodate the lack of visibility in customer orders from the
increase in business from the reseller channel. Most of the
Company's resellers do not carry inventory and require rapid turn
around of orders. Our OEM customers are also continuing to strive
to carry lower inventory balances.
The Company expended $1,603,000 for the purchase of equipment and
capitalized $1,499,000 of software development costs in the first
nine months ending July 29, 1995. The Company repurchased
treasury shares for $1,133,000.
Working capital was $20,226,000 at July 29, 1995 as compared to
$16,668,000 at October 31, 1994. The current ratio was 2.7-1.0 at
July 29, 1995 as compared to 3.6-1.0 at October 31, 1994.
The Company believes that the available cash balances, together
with cash from operations, will be sufficient to meet the
Company's cash requirements through its fiscal year ending
October 31, 1995.
<PAGE>
<PAGE>20
XYLOGICS, INC.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
None
Item 2. Changes in Securities
None
Item 3. Defaults upon Senior Securities
None
Item 4. Submission of Matters to a Vote of Security Holders
None
Item 5. Other Information
None
Item 6. Exhibits and Reports on Form 8-K
a. Exhibits
Westcon Agreement (EX-99) - Confidential Treatment Requested
b. Reports on Form 8-K
Form 8K was filed for the acquisition of
Scorpion Logic Ltd. Exhibits included the
Share Purchase Agreement and the Shelf Registration
Rights agreement. The filing was submitted on
diskette on May 4, 1995. The Company was informed,
at a later date, that the filing was accepted by the
Securities and Exchange Commission, but was not an
official filing. The Company electronically filed
Form 8K on June 9, 1995 and it was officially
accepted.
Form 8K/A was filed electronically on May 31, 1995
to include the financial statements of Scorpion
Logic Ltd. The submission was accepted and we
received a confirming copy from the Securities and
Exchange Commission. We were recently informed that
the confirming copy is not indicative of a
successful electronic filing and the Company was
asked to refile the 8K/A on September 12, 1995.
<PAGE>21
SIGNATURE
Pursuant to the requirements of the Securities and Exchange
Act of 1934, the registrant has duly caused this report to be
signed on its behalf by the undersigned there unto duly
authorized.
Xylogics, Inc.
Registrant
Date: Maurice L. Castonguay
Vice President Finance,
Treasurer
and Chief Financial Officer
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
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0
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DENOTES CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY.
17 February 1995
Mr. Roman Michalowski, President
Westcon
150 Main Street
Eastchester, N.Y. 10707
Dear Roman,
Please find attached a new discount schedule, offered as an
amendment
to your current contract with Xylogics. I am pleased to be able to
notify you of any increase in your base discount, as well as a
streamlining of procedures which should dramatically decrease the
paperwork and the NSP's we presently need to track.
Based on our successful first year of partnership, it is Xylogics'
intent to grant to Westcon the highest discounts we offer any
reseller. In addition to these standard discounts, Xylogics will
rebate ** incremental discount on sales to XARs, based on POS
reporting, to continue to foster support of the XAR program.
Please look over the attached replacement for Appendix "C" of the
contract, and bring any issues or concerns to me. We would also be
happy to discuss this and any other issue at our upcoming meeting
on
the 24th.
Sincerely,
Jeffrey Joy
Westcon Account Manager, Xylogics
<PAGE>
Value-added 2-tier Distributor
Agreement
Made between:
Westcon, Inc. and Xylogics, Inc.
150 Main Street 53 Third Avenue
Eastchester, N.Y. 10707 Burlington, MA 01803
Telephone: (914) 779-4773 Telephone: (617) 272-8140
a New York Corporation, a Delaware Corporation,
hereinafter referred to as hereinafter referred to as
"Distributor". "Xylogics".
W I T N E S S E T H
WHEREAS, Xylogics designs, develops, manufactures, markets and
maintains networking communications software and equipment and
licenses its own and third parties related software (hereinafter
referred to as "Products"); and
WHEREAS, Xylogics desires to achieve both increased efficiency and
effectiveness in the distribution of Products to ultimate Enduser
customers by securing additional qualified sales channels
("Resellers") for the distribution of its Products to Enduser
Customers; and
WHEREAS, Distributor unconditionally represents to Xylogics that
Distributor is experienced in the sale and support of such
Products,
possesses the necessary expertise, resource and investment capital
in
and for the successful qualification, sale and support of Products
to
Resellers, and in so doing, represents that it brings the desired
efficiency and effectiveness to the sale of Xylogics Products; and
WHEREAS, Distributor desires to purchase such Products from
Xylogics,
and to resell them, utilizing this experience and capability, to
Resellers;
NOW THEREFORE, in consideration of the premises and the mutual
covenants contained herein the parties hereto hereby agree as
follows:
Distributor and Xylogics agree that the following terms and
conditions will govern the sale by Xylogics of the Products covered
under this Agreement to Distributor. All appendices attached to
this
Agreement are incorporated in its terms, and may not be amended
except as provided for in this Agreement.
1. DEFINITIONS: The following words used in this Agreement have
the
meanings given to them below:
(a) "You", "Distributor" and "Value-Added Distributor" mean
"Distributor", as defined above.
(b) "We", "Xylogics" and "Manufacturer" mean Xylogics, Inc.
(c) "Our" means the parties Distributor and Xylogics, Inc.,
jointly.
(d) "Agreement" means this Agreement No. 373 between the
parties
Distributor and Xylogics, and includes the following five
(5) Appendices:
Appendix "A": Xylogics' current "Enduser Price List"
indicating current undiscounted pricing for
all Xylogics products and services.
Appendix "B": The complete and sole list of all
"Products", including hardware, software
and
services, offered for sale by Xylogics to
Distributor under this Agreement.
Appendix "C": The Discount percentage and terms thereof,
which Distributor is hereby authorized to
apply to the "Products" "Enduser List
Prices" so as to calculate Distributor's
net
purchase price from Xylogics for
"Products".
Appendix "D": Distributor Sales and Marketing Plan.
Appendix "E": Xylogics' End-User Software License
Agreement.
(e) "Reseller", "VAR" mean the various dealers, VARs, VADs,
Integrators, and other business entities which purchase
Products from Distributor explicitly for resale (not
internal use) to Enduser Customers.
(f) "Enduser Customer" means the parties purchasing the
Products
from Reseller explicitly for their own internal
consumption,
not for resale.
(g) "Product(s)" means any and all hardware, software and
services offered for sale to Distributor by Xylogics, as
set
forth and described exclusively in Appendix "B" to this
Agreement.
(h) "Territory" means the geographic area known as North
America; namely, the countries: The United States of
America, Canada and Mexico.
(i) "Year" means Xylogics' Fiscal Year, which begins
November 1st and concludes October 31st of the succeeding
calendar year.
(j) "Quarter" means any one of the four (4) Xylogics' fiscal
quarters that commence on the first day of Xylogics'
fiscal
months November, February, May and August, and conclude on
the last day of Xylogics' fiscal months January, April,
July
and October, respectively, and together comprise Xylogics'
Fiscal "Year".
(k) "Discount" means the discount percentage off of the
Enduser
List Price (Appendix "A") of Product(s) offered for sale
(Appendix "B"), which Distributor may purchase for the
Term
of this Agreement, and which is described in Appendix "C"
to
this Agreement.
(l) "Value-Added" or "Value" when used to describe Distributor
or Reseller means the innate aptitude and demonstrated
ability to apply sufficient and qualified resources to
adequately market, consult on, sell, install and support
Products sold to Enduser Customers.
(m) "Term" refers to the length of time of effectivity of this
Agreement, which is one (1) calendar year from the
beginning
date of the Agreement, as shown below in Section 2.
2. TERM: This Agreement shall be in effect for one (1) year
commencing on May 13, 1994 and shall be automatically renewed
and
extended on each anniversary date thereafter for an additional
one
(1) year period, until terminated or modified by either party,
as
provided below.
3. RELATIONSHIP OF PARTIES: The relationship between the Parties
shall be that of independent contractors, with Distributor
being hereby appointed to serve as Xylogics' exclusive
Value-added
2-tier Sales Agent for resale of the Product(s) according to
the
specific marketing restrictions as defined in this Agreement,
within the Territory during the Term of this Agreement.
Xylogics
shall retain the right to distribute the Products within the
Territory through other channels, including other resellers, or
directly. Neither party shall have the right to bind the
other,
to act as its legal agent, nor to make any commitment on behalf
of the other in any way. Distributor further agrees that in
accepting this appointment, and in consideration of the terms,
conditions, and prices provided hereunder, it recognizes that
it
is to resell Xylogics Products exclusively to Resellers of the
Xylogics Products with the Value described herein.
4. DISTRIBUTOR'S RESPONSIBILITIES: Distributor shall cooperate
with and assist Xylogics in performing Xylogics' obligations
under this Agreement, and as a Value-Added Distributor shall
utilize its best efforts to promote the marketing and sale of
the
Products in the Territory for the benefit of both parties.
Distributor agrees that the fulfillment by Distributor of its
responsibilities represents the basis of the bargain hereunder
and
the principal consideration for Xylogics offering the Xylogics
products listed in Appendix "B" for sale to Distributor. These
responsibilities include:
(a) SALES AND MARKETING "PLAN": To permit mutual market
planning and sales resource allocation, as well as
providing
for a way of measuring the success of the goals of this
Agreement, Distributor shall create and submit to Xylogics
a Sales and Marketing Plan (hereinafter called "PLAN"),
the
scope of which will cover the Term of the Agreement. This
Plan forms the basis for substantiating much of the
Distributor's Value under this Agreement and as such is of
the essence of this Agreement. Upon acceptance of this
Plan
by Xylogics, this Plan will be incorporated into this
Agreement as Appendix "D". The Sales and Marketing Plan
will include at a minimum the following content:
(i) TARGET MARKET: Recruiting and servicing
value-added resellers is at the core of the
behavior a successful Distributor under this
agreement. Therefore substantial effort should
be made in defining and differentiating the
targeted market in a way that demonstrates the
Distributor's Value in recruiting and supporting
such targeted resellers.
(ii) SALES QUOTA: Given that both parties will be
committing substantial and valuable sales and
marketing resources towards the sale of
Product(s) under this Agreement, the
establishment and attainment of a Distributor's
sales Quota is mutually agree to be very
important. Xylogics and Distributor shall
jointly establish the Quota at the beginning of
each new contract Term. Such Quota shall be
based substantially upon Xylogics' net sales to
Distributor during the preceding Term, and the
expected growth in such sales during the current
Term, if the Distributor has been a prior
contractor. If the Distributor is a new
contractor with Xylogics, then Quota will be
based upon sales and financial information
provided by the Distributor which substantiates
Distributor's and Xylogics' belief that
Distributor can achieve a sales volume of Quota
during the contract Term. Substantial failure
of
Distributor to achieve Quota shall, at Xylogics
option, be deemed a failure of Distributor's
responsibilities under this Agreement.
(iii) BILL-BACK: Under no circumstances will there be
any bill-back or retro-active charges to
Distributor in conjunction with this failure to
reach Quota.
(iv) RESOURCES: The Sales and Marketing plan shall
include a description of the sales and support
resources that the Distributor will be
committing
to the sales and marketing of Xylogics'
Products,
and the percentage of time those resources are
expected to be deployed in the development of
Xylogics' business.
(v) MARKETING PROGRAMS: All planned Marketing
activities during the Term of the agreement for
the purpose of promoting Products to Resellers
and Customers in target market in the Territory
shall be described in the following format:
Project description, date(s) of execution,
Target
Market, Distributor and Xylogics resources
required, projected cost (if funding from
Xylogics is expected), Measurement to be used to
determine success, ROI calculation. All
projects
which use co-op marketing funds must have a
co-op
marketing worksheet completed and approved
before
funding is assured.
(vi) BEST EFFORTS: Xylogics and Distributor agreed
that a well-conceived and executed Sales and
Marketing Plan demonstrates Distributor's desire
to promote the sale of the Products in an
effective manner, and to maintain and promote
the
goodwill of Xylogics at all times. Distributor
shall use its best efforts and shall devote such
time and resources as may be necessary to fully
execute and achieve the goals of the Sales and
Marketing Plan.
(vii) PLAN UPDATES: It is agreed by Distributor that
while the scope of the Plan is one (1) year,
updates to the Plan will be provided on a
rolling
Quarterly basis, so as to keep the Plan
reflective of current marketing activities.
Most
importantly, coincident with any renewal of this
Agreement, Distributor will provide to Xylogics
a new and updated Sales and Marketing Plan no
later than the end of the first month of each
new
contract Term. Any such updated Plan once
accepted by Xylogics will amend the Agreement's
Addendum "D", and supersede any previously
accepted Sales and Marketing Plan.
(b) SALES TERRITORY: Distributor agrees to market and sell
only
to Resellers within the Territory covered by this
Agreement.
This territory is non-exclusive and Xylogics reserves the
right to market products at any time directly or through
Resellers into the Territory. Distributor will not be
entitled to any commission, discount or other compensation
with respect to or on account of such sales.
(c) PERSONNEL:
(i) SELECTION: Distributor shall maintain its own
competent and aggressive sales and technical
support personnel to provide for appropriate
demonstration and support of the Products,
including timely and effective response to
inquiries from Resellers and potential Resellers
regarding the actual or possible application,
installation, use, care and service of the
products, both before and after the sale.
(ii) TRAINING: Xylogics shall periodically make
regionally available, the sales and technical
training which Xylogics deems necessary and
appropriate for the purpose of assisting the
Distributor in meeting its commitments under
this
agreement. Distributor's responsibility under
this Agreement shall be to make its best
efforts,
at its expense, to have those employees engaged
in the sales and support of Xylogics' products
participate in such training, and to employ any
other training materials supplied by Xylogics in
a timely manner. Failure to participate in such
training shall be considered a failure of the
reseller to meet its commitments to maintain
trained personnel under this Agreement.
(d) RESELLER RECRUITMENT, TRAINING AND SUPPORT: Aware that
Xylogics networking Products are technically complex and
require both pre-sales consultation and post-sales
installation and support, Distributor recognizes its
obligation to recruit resellers to resell Products who can
satisfactorily configure, demonstrate, install and use
Annex
products, so that each Enduser Customer's needs may be
professionally assessed and fulfilled. Distributor
further
agrees to insure that its Resellers provide, first-call
support of all Customer sales during the first 30-day
period
after the sale, to insure that Product is satisfactorily
installed and operational. To this end, Distributor will
specifically recruit resellers with an adequate number of
skilled technical personnel who can fulfill the
value-added
responsibility of providing such pre-sale consultation and
post-sale support. Distributor shall provide its
Resellers
with sufficient training, pre-sale installation
consultation, and post-sale technical support to ensure
the
timely and satisfactory sales of the Products and thereby
maintain and enhance Xylogics goodwill and brand
integrity.
(e) MODIFICATIONS TO PRODUCT(S): As the intent of this
agreement is to resell labeled and branded Products in
which Xylogics has invested substantial market development
resources and goodwill, Distributor shall not make any
modifications or alterations to any of the Products which
may or may not affect the appearance, form, fit or
function
of the Products without Xylogics' prior written consent.
(f) SALES RECORDS: Distributor shall permanently maintain
accurate, true, and complete records of all sales of
Xylogics products, including originals of all customer
invoices, and shall make such records available to
Xylogics
or Xylogics' designee during regular business hours, upon
reasonable notice, for purposes of enforcement of the
terms
and conditions of this Agreement. Distributor shall
provide
accurate and timely Point-of-Sale reporting to Xylogics
for
the purpose of sales commission payments, marketing and
market research, and safety/recall notification, should
such
be required. Xylogics agrees to maintain all such
information in strict confidence, and to only make it
available to those Xylogics personnel with a need to
access
such data for the stated purposes.
5. XYLOGICS' RESPONSIBILITIES: Xylogics shall cooperate with and
assist Distributor in performing Distributor's obligations
under
this Agreement, and shall utilize its best efforts to promote
the
marketing and sale of the Products in the Territory for the
benefit of Xylogics' Distributors, specifically:
(a) TRAINING: Xylogics shall periodically make regionally
available appropriate sales and technical training for the
purpose of assisting the Distributor in meeting its
commitments under this agreement. Xylogics shall give
Distributor at least 30 days advance notice of such
training, so that Distributor may make the personnel
accommodations necessary to allow those individuals who
sell, train, and support Xylogics products to attend the
training for its duration.
(b) COLLATERAL: Xylogics shall provide Distributor with
reasonable quantities of nonproprietary sales aids,
product
briefs, brochures and similar literature and materials
normally made available at no charge with respect to
Xylogics Products, as Xylogics may prepare. Xylogics
shall
also provide Distributor with one (1) set of its Product
User's Manuals, and periodic training materials per
employee at no charge. Bulk quantities of materials used
in
support of mailings, etc. will be available as chargeable
to
Distributor at Xylogics' cost for printing and preparing
such materials.
(c) TECHNICAL SUPPORT: Providing that Distributor has met its
training obligations, Xylogics shall provide Distributor
with such technical training and support as may be
necessary
to assist Distributor in carrying out its Customer
Training
and Support obligations effectively under this Agreement.
(d) QUALITY: Xylogics shall continuously maintain and improve
its Total Quality Management (TQM) program and procedures
so
as to ensure that the Products are of a high quality and
reliability so as to maintain and enhance Distributor and
Xylogics' good will and brand image.
(e) MARKETING ASSISTANCE: To permit mutual market planning
and
sales resource allocation, as well as providing for a way
of
measuring the success of the goals of this Agreement,
Xylogics sales and marketing personnel will actively
assist
Distributor in developing the Sales and Marketing Plan
referenced in Paragraph 4a, for the purpose of enabling
Distributor's best efforts to promote and sell the
Products
in an effective manner. In addition to this marketing
consulting, Xylogics will make best efforts to make
available to Distributor the creative resources of its
Marketing Communications department in an effort to reduce
outside costs in planning and producing media placements
and
events.
(f) CO-OPERATIVE MARKETING FUNDING (CO-OP) POLICY: On behalf
of
Distributor, Xylogics accrues a percentage of
Distributor's
net purchases from Xylogics and makes them conditionally
available for funding marketing activities which promote
the
sale of Products through that specific Distributor. This
Policy is based on Xylogics' belief that the Distributor
should guide the decision on how to best spend monies to
promote Xylogics' products and services in their
Territory,
and that Xylogics contributes funding, design/creation
help
and sales representation. Cooperative Marketing Funds
("Co-op") are expressly intended to promote local,
targeted,
lead generating and marketing awareness programs which a
Distributor or their Reseller may wish to execute, and
which substantially or exclusively showcase Xylogics
products and services. Where such activities are paid by
distributor, a reimbursing credit is made to Distributor's
account with Xylogics based on the current Cooperative
Marketing Funds Policy. These funds are not meant to be
used to defray non-sales related expenses. In any case,
the
use of these funds is always subject to prior approval by
Xylogics, and a post-execution audit is required before
reimbursement to insure that the program met the initially
approved plan and approved dollar target. Xylogics may,
at
its sole discretion, change the amount of accrual,
reimbursement and/or other policy guidelines by issuing to
Distributor a revision of the Cooperative Marketing Funds
Policy. It is the Distributor's responsibility to insure
that its future planned expenditures meet the current
guidelines for reimbursement. A copy of the current
Co-operative Marketing Policy is available upon request.
(g) MARKET DEVELOPMENT FUNDING, (MDF): From time to time in
reviewing Distributors' Sales and Marketing Plans,
Xylogics,
at its sole discretion may select certain projects which
appear unique or particularly valuable to Xylogics overall
Marketing efforts. In these cases, Xylogics will
entertain
funding or partially funding these projects ourselves,
rather than relying upon accrued co-op funds or other
reseller financial participation. Distributor is
encouraged
to present ideas for such projects to Xylogics for review
and possible consideration.
6. PRODUCT OFFERING. Xylogics may add to or delete specific items
from the list of Products under this Agreement (Appendix "B"),
including altering the fit, form, function, or altogether
discontinuing the manufacture or sale of, or otherwise
rendering
or treating as obsolete, any or all of the Product(s) covered
under this Agreement, by providing written notice of such
change
to Distributor as an amendment to Appendix "B" with 30 day
notice
of affectivity. With such notice, Xylogics shall make
available
documentation describing such modifications available to
Distributor. Distributor has 60 days from the time of written
notice to place orders for product which is being removed from
availability, discontinued, or otherwise modified, and to
notify
Xylogics of any outstanding contracts, commitments, or other
extenuating circumstances which may require that Distributor
request of Xylogics to continue to provide existing Product
for
a period of time beyond Xylogics contractual commitments.
7. SOFTWARE LICENSES. Distributor hereby acknowledges that all
Software, including any subsequent updates, purchased by or
provided to Distributor by Xylogics under this Agreement, is
intended for use by Distributor only for resale, in accordance
with the terms and conditions of Xylogics' standard
"Break-The-Seal End-User Software License Agreement", a copy of
which is attached to this Agreement as Appendix "E". Under
this
Agreement, Title (entitlement to use) to the software passes
directly from Xylogics to the Enduser Customer by the breaking
of
the seal on the container. Enduser Customer may grant to
Distributor or to Reseller the right to break the seal and
install
the software as their agent for the sole purpose of assisting
the
Customer in the utilization of their purchase of Xylogics
product.
Distributor may under no circumstances break the seal on any
software item for any other purpose, and is specifically
enjoined
from making copies of software, including any subsequent
updates,
purchased by or provided to Distributor by Xylogics.
Distributor
shall ensure that every copy of software which it purchases
from
Xylogics and resells and/or distributes to its Resellers and/or
Enduser Customers shall be sealed, and subject to and protected
by Xylogics' standard "Break-the-seal End-User Software License
Agreement" accompanying the software.
8. PRICING. The prices for the Products to Distributor under this
Agreement are set forth in Xylogics' Enduser Price List, a copy
of which is attached to this Agreement as Appendix A, coupled
with
the applicable discount terms which are shown in Appendix "B".
(a) PRICE CHANGES: Xylogics may change the List Price
(Appendix
"A") of some or all Products (Appendix "B"), or introduce
new Products and Prices, by providing written notice of
such
change to Distributor as an amendment to Appendix "A" with
a 30 day notice of effectivity. Distributor has 30 days
from the time of notice to place orders for immediate
delivery of affected product, at the old Prices. Upon
effectivity, this amended version of Appendix "A" shall
supersede any other.
(b) TAXES: Distributor shall have the sole responsibility to
provide Xylogics with valid sales and usage tax exemption
certification for all ship-to addresses for which
Distributor desires to receive shipments. For those
addresses for which Xylogics does not have a valid
certificate on file, Distributor agrees to pay any and all
applicable sales or use taxes pertaining to the sale or
use
of the Products which may be incurred by Xylogics in the
course of doing business.
(c) SALES TO INTERNATIONAL CUSTOMERS OUTSIDE OF THE TERRITORY:
Distributor shall only sell Product outside the Territory
with Xylogics' express written consent. All such Product
will be ordered by Distributor for direct delivery by
Xylogics to Distributor's Customer (drop-shipped), and
Distributor will be invoiced at Distributor's discount off
of Xylogics' International Price List, the pricing of
which
shall in this instance supersede the pricing attached in
Appendix A of this agreement. Such international prices
are
generally higher than the prices set forth in Xylogics'
End
User (Domestic) Price List and reflect the higher cost of
doing business internationally, including providing all
applicable export certification. Xylogics shall provide
Distributor with a copy of Xylogics' International Price
List upon request.
9. PRICE PROTECTION: As provided for above, Xylogics will give
notice to Distributor of any pending price changes.
Distributor
is protected by Xylogics from price changes, providing that
within
30 days of any such notice, Distributor provides to Xylogics a
true and accurate inventory report prepared on the date that
notice was served, which demonstrates the quantity on hand,
Xylogics part number, description and Distributor's cost of
such
affected Items in stock. Xylogics will apply such a credit to
Distributor's account as is required to negate the net price
differential for the items in stock.
10. ORDERS: Distributor shall initiate deliveries of the Products
under this Agreement by written Purchase Orders, or facsimiles
thereof. Such Orders shall reference this Agreement, and
identify
the Products ordered by Product Number, quantity and price,
request specific shipment dates, specify shipping instructions
and
specific whether or not partial shipments are acceptable to
Distributor.
(a) Acceptance. Xylogics shall not accept any Order without
a
hard copy Purchase Order or a facsimile thereof. Orders
which do not request specific shipment dates cannot be
accepted. Acceptance of all Orders is subject to credit
approval.
(b) Minimum Order Value. The minimum Purchase Order value
shall
be $1,000.
(c) Acknowledgment. Xylogics shall acknowledge each Order
accepted in writing within ten (10) days after receipt of
order (A.R.O.), and shall confirm the shipment schedule
for the Order.
(d) Rescheduling and Cancellation. Since Xylogics'
manufacturing system schedules product delivery based
upon the receipt of a firm P.O., once an order has been
accepted and acknowledged, Distributor may reschedule or
cancel orders only by providing at least thirty (30) days
prior written notice to Xylogics (Facsimile is
acceptable).
Orders may not be rescheduled for delivery beyond the Term
of this Agreement, nor will purchase order terms be
honored
for Products with delivery dates exceeding 6 months from
date of receipt of order, except by special arrangement in
writing from Xylogics.
(e) Delivery, Transportation, Risk of Loss. All prices are
F.O.B. Burlington, Massachusetts 01803, U.S.A. and do not
include Transit insurance. In the absence of specific
instructions from Distributor, Xylogics will select the
carrier and will not insure the shipment. Such carrier
shall not be the agent of Xylogics, nor shall Xylogics
assume any liability regarding the shipment, including
risk
of loss or damage to Xylogics Products. All
transportation
and insurance charges and risk or loss relating to
shipment
shall become by Distributor as such shipment is F.O.B.
Burlington, MA.
(f) Export Liability. Distributor agrees to not export
directly
or indirectly, any U.S. source technical data, including
Products and software, acquired from Xylogics, to any
Country listed as being under restricted export control by
the U.S. Department of Commerce, or other applicable U.S.
Government Agency, or to any destination prohibited by
applicable laws and regulations of the United States of
America, unless specific written consent is first
obtained.
Further, Distributor agrees to assume full and complete
liability for any such prohibited shipments, and hereby
indemnifies Xylogics and its Officers from any liability
incurred thereof.
11. STANDARD LEAD TIME AND SHIPMENT:
(a) Xylogics is a manufacturing facility and builds product to
meet projected shipment demand, not for stock. Therefore
the Standard Lead Time for all Xylogics' Networking
Products
varies and may be adversely affected by such factors as
unexpected demand or component availability. Specific
product shipment estimates are available upon request at
any
point in time. Xylogics shall confirm the shipment
schedule
for each Order on its Order Acknowledgment. Distributor
may
request in writing on its Purchase Order a shipment sooner
than Xylogics' Standard Lead Time, and Xylogics shall make
its best efforts to meet Distributor's requested shipment
date; however, Xylogics cannot guarantee that such dates
will be met.
(b) All shipments use Xylogics standard packaging materials
and
procedures unless Distributor specifically requests
special
handling, which must be pre-negotiated for an additional
fee.
12. TERMS OF PAYMENT:
(a) Xylogics may grant to Distributor an open line of
revolving
30-day credit up to a maximum dollar amount, as determined
by Xylogics. Xylogics may elect to accept cash-in-advance
(C.I.A.) or cash-on-delivery (C.O.D.) as alternative forms
of payment, or should Distributor credit line be placed on
"credit hold" due to over-extension or non-payment.
(b) If a credit line is granted, Xylogics shall invoice
Distributor upon shipment of each Order. Xylogics'
standard
terms of payment are net 30 days after date of invoice.
Distributor shall pay all Xylogics' invoices on or before
the due date specified on such invoices. A finance charge
of 1% (one percent) per month, or the maximum allowable by
law, will be assessed on all past due accounts.
(c) Distributor hereby grants Xylogics a purchase money
security
interest in the Products to secure the payment of the
outstanding, unpaid invoices. Such purchase money
security
interest permits Xylogics to take back the Products if
Distributor fails to pay the invoices for such Products,
in
accordance with the terms of this Agreement. Such
purchase
money security interest shall expire upon receipt of
payment
of each invoice.
13. RETURN OF PRODUCTS: Distributor may be credited for the return
of Products to Xylogics for any of three reasons: incorrect
shipment; a claim for warranty service/replacement, or
inventory
stock rotation. In all cases of return, Distributor shall
request
Xylogics to provide a Return Authorization (RA) Number for any
Products to be returned. Xylogics shall validate Distributor's
reason(s) for returning the Products to Xylogics, and upon
successful validation shall issue an RA Number within thirty
(30)
days of any request for same by Distributor. Distributor shall
mark the RA Number prominently, both on the outside of its
shipping container and on the Bill of Lading, and shall ship
the
Products to Xylogics, F.O.B. Distributor's place of business,
freight and insurance prepaid. All shipments to Xylogics by
Distributor without a valid RA Number shall be refused and
returned freight collect.
(a) With regards to Stock Rotation, Distributor may return
for credit up to 150% of the previous Quarter's purchases
within the first 2 months of the following Quarter,
accompanied by an offsetting order for the same dollar
amount, for the express purpose of balancing inventory to
achieve a better overall in-stock position and move rate.
Such returns must be sealed in original packaging and
restockable, and follow the authorization procedure
detailed
below.
14. WARRANTY:
(a) Xylogics warrants the Products to be free from defects in
materials and workmanship under normal and proper use and
service for the Warranty Periods shown in the Enduser
Price
List ("Appendix A").
(b) Change of Terms: Xylogics may change the warranty terms
(Appendix "A") of some or all Products (Appendix "B"), or
introduce new products and warranty terms, by providing
written notice of such change to Distributor as an amended
Appendix "A" with a 30 day notice of affectivity.
Distributor has 30 days from the time of written notice to
place orders for immediate delivery of affected product,
under the old terms. Upon affectivity, this amended
version
of Appendix "A" shall supersede any other.
(c) DOA Failure: In the event that a Product completely fails
to function within the first thirty (30) days sale to
Customer, the date to be verified by dated Customer
Invoice
showing unit serial number, such Product shall be deemed
Dead-On-Arrival (DOA). Distributor shall immediately
replace the defective Product from its inventory, at no
additional charge to Customer. Distributor must promptly
notify Xylogics of a DOA claim, and shall obtain a valid
RA
Number by contacting Xylogics' sales administration,
whereupon Distributor may return the defective Product in
its original packing material and container, insured
freight
collect to Xylogics. Upon receipt, Xylogics shall verity
that the defects claimed are found to be in materials
and/or
workmanship, and then shall credit Distributor's account
for the purchase price of the defective item per the
original invoice.
(d) Other In-Warranty Failure: Should any Product be found to
be
defective outside of 30 days, but within its warranty
period, Customer or Distributor must promptly notify
Xylogics of Warranty Claim, and shall obtain a valid RA
Number by contacting Xylogics' sales administration,
whereupon they may return the defective Product in its
original packing material and container, insured freight
collect to Xylogics. Upon receipt, Xylogics shall verify
that the defects are found to be in materials and/or
workmanship under normal and proper use and service.
Xylogics shall, at its option, repair or reasonably
replace
Product without charge, and return it insured freight
prepaid to originator within 14 working days of receipt.
If
Xylogics is unable to repair or reasonably replace said
Product within a reasonable time, Xylogics shall refund
the
Product's purchase price per the original invoice.
(e) If upon examination of returned Product, Xylogics
determines
that the Product has been used outside published
environmental parameters, altered or repairs attempted,
subjected to misuse, improper maintenance, negligence, or
accident, damaged by excessive current or otherwise, or
had
its serial number or seal or any part of thereof altered,
defaced or removed. Xylogics shall inform owner of the
costs to repair said Product, and will not begin to
perform
such repairs until owner places a Purchase Order for same.
Xylogics shall ship any Products returned for such out of
warranty service, repairs or replacement to Originator,
F.O.B. Burlington, Massachusetts.
(f) If upon examination, Xylogics determines that the Product
is not defective, Xylogics shall invoice originator for
said inspection "Test O.K. (TOK) Charge", as set forth in
Xylogics' Price List, whether the Product is or is not
under
warranty. Xylogics shall ship any Products returned by
originator and deemed to be Test OK upon inspection to
Originator, F.O.B. Burlington, Massachusetts 01803 U.S.A.
(g) The warranty and remedies set forth above are inclusive
and
are in lieu of and supersede all others, whether oral or
written, express or implied. Due to the extremely broad
application to which Products may be put, and the extent
to
which the environment may impact performance, Xylogics
specifically disclaims any and all implied warranties,
including, without limitation, warranties of
merchantability
and fitness for a particular purpose.
15. LIMITATION OF LIABILITY. Distributor's exclusive remedies
concerning Xylogics' performance or nonperformance are those
expressly stated in this Agreement. In no event shall Xylogics
be responsible for any special, incidental, or consequential
damages resulting from any breach of warranty, or under any
other
legal theory, including but not limited to lost profits,
downtime,
goodwill, damage to or replacement of equipment and property,
nor
any costs of recovering, reprogramming, or reproducing any
program
or data stored or used with Xylogics' products. In no event
shall
Xylogics be liable for any incidental, consequential, indirect,
special or punitive damages of any kind, or for the loss of
revenue, loss of business or other financial loss arising out
of
or in connection with the sale, installation, use, performance,
failure or interruption of its Products. Furthermore, Xylogics
shall not be liable for any damages claimed by Distributor
based
upon any third-party claim. Notwithstanding any other
provision
of this Agreement, Xylogics' maximum liability, with respect to
any claim arising from this Agreement, shall not exceed the
purchase price of the specific Product(s) named in the claim.
16. PATENT INDEMNITY.
(a) Xylogics shall, at its expense, defend and indemnify
Distributor against any claim that the Products sold to
Distributor under this Agreement infringe upon any United
States patent or copyright. Distributor shall notify
Xylogics promptly of any such proceeding or claim, render
to
Xylogics any reasonable assistance as may be required, and
grant Xylogics permission to direct the defense or
settlement negotiations. Notwithstanding any other
provision of this Agreement, Xylogics shall have no
obligation to defend and indemnify Distributor for any
infringement arising from the integration of Xylogics'
Products together with other products provided by
Distributor or its Customers.
(b) Should any Product appear to be likely to become the
subject
of such a claim, Xylogics may, at its option, either
(i) secure for Distributor at Xylogics' expense the right
to
continue use of such Product, or (ii) modify the
infringing
Product so that it no longer infringes without affecting
Distributor's ability to use it. If neither of these
alternatives is available on terms which appear to be
reasonable to Xylogics, Xylogics shall instruct
Distributor
to return the infringing Product to Xylogics, and refund
the
Product's purchase price to Distributor.
17. USE OF XYLOGICS' TRADEMARKS. Distributor acknowledges that
Xylogics owns all rights, title and interest in the Xylogics
name
and logo, in the Annex name and logo, as well as in certain
other
trademarks owned by Xylogics, and used in connection with the
Products. Xylogics shall grant Distributor conditional
permission
to use Xylogics' trademarks and trade names for the sole
purpose
of promoting and soliciting the sale of Products in the
Territory
on Xylogics' behalf. In any publication or public usage of
Xylogics' trademarked names or logos, Distributor shall
acknowledge that such trademarks are the property of Xylogics,
and
that Xylogics' has granted Distributor its permission to use
such
trademarks. Distributor hereby acknowledges that Xylogics may
retract such permission to use trade or other marks, at any
time
and at its sole option with no claim by Distributor of any
type.
18. CONFIDENTIAL INFORMATION. Each party recognizes that certain
information which may be provided to it by the other party in
connection with fulfilling its obligations under this Agreement
represents proprietary and valuable confidential information of
the other party, and such confidential information shall be
prominently marked with the Company name and the word
"Confidential." Such information may include, but not be
limited
to price, product, discount, profitability, contract terms,
competitive assessments, named accounts, sales records and any
other similar trade information. Each party shall therefore
accord such confidential information with at least as careful
treatment as is accorded its own trade secrets. Neither party
shall, without the prior written consent of the other, disclose
such information in written, verbal, or other form to any other
person other than those of its employees who must have access
to
such information in order to perform their obligations and
responsibilities under this Agreement. All such employees
shall
be pledged to maintain such information in trust and
confidence,
and they and their Company, jointly and severally may be held
responsible for any and all loss or damages, material or
imputed,
which may be sustained by the other party as a result of their
failure to maintain the security of such confidential material,
reasonable care not withstanding.
19. TERMINATION: Either party may terminate this Agreement for
Cause or Convenience, as follows:
(a) Termination for Cause. Either party may terminate this
Agreement for Cause by providing at least thirty (30) days
prior written notice to the other party in the event that
the other party (1) breaches any of its obligations under
any of the terms of this Agreement, (2) becomes insolvent,
(3) makes an assignment of its business for the benefit of
creditors during bankruptcy proceedings, or (4) undergoes
a
significant change in the ownership or control of its
business.
(b) Termination for Convenience. Either party may terminate
this Agreement for Convenience by providing at least
ninety
(90) days prior written notice to the other party.
Neither
party shall in any way be entitled to any compensation for
any loss, expense or damage incurred by reason of any
Termination for Convenience. Upon termination of this
Agreement, each party shall return to the other all
confidential information in its possession, retaining no
copies of the same.
(c) Survivorship. Upon either normal termination or
cancellation of this Agreement by either party, with or
without cause, Distributor's specific rights as Agent
under
this Agreement cease, however all its obligations, as
specified in this Agreement, whether to Xylogics, to
Reseller or to Enduser Customer, for Products previously
purchased and/or sold continue to survive despite such
cancellation or termination. Should Distributor fail to
perform its obligations, then Xylogics shall have the
right to pursue its legal rights and remedies and recover
from Distributor all losses suffered, including its legal
fees and expenses expended in such efforts.
20. NOTICE. Any notices, requests, consents, amendments, demands
and
other communications relating to this Agreement shall be in
writing and shall be deemed sufficiently given if deposited in
the
mail by the party giving notice (registered or certified, with
return receipt requested if the sender so elects, or first
class),
postage prepaid properly addressed to the intended recipient.
Any
such notice, request or demand so given shall be deemed given
on
the day of deposit in the mail by the party giving notice.
Documents so delivered shall be presumed to have been received
and
noted, where such notice is required under this Agreement.
21. AMENDMENT: Except as specifically provided for to the contrary
in this Agreement, this Agreement may be amended solely by
mutual
written agreement between the individuals whose signatures
appears
below, or other designated officer of the parties to this
Agreement.
22. JURISDICTION. This Agreement shall be interpreted and governed
by the laws of the Commonwealth of Massachusetts.
23. ASSIGNMENT. All the terms and provisions of this Agreement
shall be binding upon and inure to the benefit of and be
enforceable by the respective successors and permitted assigns
of the parties hereto whether or not herein so expressed, but
neither this Agreement nor any of the rights, interests or
obligations of any party hereunder shall be assigned by a party
to this Agreement without the prior written consent of the
other.
24. SEPARATION AND NONAGGREGATION OF PURCHASES: Each successive
term
of this Agreement and its associated Ordering and Delivery
Period
shall be treated separately from any previous or subsequent
terms
and their respective Ordering and Delivery Period for the
purpose
of making any calculation under this Agreement, including but
not
limited to calculation of prices, charges, and credits, and for
any other purpose; credits not utilized by Distributor during
the
particular term of this Agreement in which they were granted or
available shall expire at the end of such particular term, and
in
no event may credits be redeemed for cash.
25. READJUSTMENT OF CONTRACT ON INVALIDITY: If any provision of
this
Agreement is declared invalid by any tribunal, then such
provision
shall be deemed automatically adjusted to conform to the
requirements for validity as declared at such time and, as so
adjusted, shall be deemed a provision of this Agreement as
though
originally included herein. In the event that the provision
invalidated is of such a nature that it cannot be so adjusted,
the
provision shall be deemed deleted from this Agreement as though
the provision had never been included herein. In either case,
the
remaining provisions of this Agreement shall remain in full
effect.
26. COUNTERPARTS. This Agreement may be executed in several
counterparts, each of which shall be deemed an original, but
all of which together shall constitute one and the same
instrument.
27. FORCE MAJEURE. Neither party shall be liable or deemed to be
in default for delay or failure in performance under this
Agreement or interruption of service resulting directly or
indirectly from acts of God, civil or military authority, acts
of
public enemy, war, riots, civil disturbances, insurrections,
accidents, fire, explosions, earthquakes, floods, the elements,
strikes, labor disputes, fuel shortages or from failure to
receive, on a timely basis, suitable parts, labor, materials or
transportation; or from any other causes beyond the reasonable
control of such party, and the time for performance so delayed
shall be deemed extended for the period of such delay.
28. ENTIRE AGREEMENT. This Agreement supersedes and cancels any
and all previous Agreements or understandings, oral or written,
between the parties, including any and all terms or conditions
contained on previously accepted Purchase Orders, Sales
Acknowledgments or Invoices. This Agreement expresses the
complete and final understanding of the parties. Both parties
acknowledge that they have read this Agreement, understand it,
and
agree to be bound by its terms, as evidenced by their
authorized
officers' signatures below.
For: For:
Xylogics, Inc. Weston, Inc.
By:__________________________ By:__________________________
Bernard D. Olmsted Roman Michalowski
Senior Vice President, President
Field Operations
this 20th day of May, 1994 this 13th day of May, 1994
APPENDIX "A" Agreement #373
XYLOGICS U.S. Price List February 1, 1994
XYLOGICS
Price List
For
End-Users in the United States, Canada & Mexico
Effective February 1, 1994
- All Prices in U.S. Dollars -
Supersedes All Previous Price Lists
Table of Contents
Ordering Information . . . . . . . . . . . . . . 2
Communication Servers:
Annex Three . . . . . . . . . . . . . . 3-5
Annex Three Expansion & Upgrade Modules 4
MicroAnnex XL . . . . . . . . . . . . . 6-8
Software, Release 8.0 . . . . . . . . . 5, 8
Optional Software Protocols . . . . . . 9
Terminal Servers:
MicroAnnex ELS. . . . . . . . . . . . . 10-12
Software, Release 7.1 . . . . . . . . . 12
<PAGE>
Lan Modems for Novell Communications:
MicroAnnex NCS. . . . . . . . . . . . . 13
Customer Assistance Programs:
Technical Training Courses. . . . . . . 14
Premium Customer Assistance . . . . . . 15-17
Prioritized Support Response. . . . . . 18
Express Hardware Replacement. . . . . . 19
Automatic Software Updates. . . . . . . 20
Product Repairs or Replacement . . . . . . . . . 21
Ordering Location. . . . . . . . . . . . . . . .
You may order all Products and Services described in this Price
List
through your nearest Xylogics' office. For your convenience, all
of
our offices are listed on the last page of this Price List.
International Orders
All Orders destined for customers located outside of the U.S.A.,
Canada
or Mexico must be entered at the Prices established in Xylogics'
International End-User Price List (available upon request). In
addition,
you MUST declare the customs value (i.e. your resale price) for all
line
items on your Order, and allow for additional lead time to process
the export
license. There will be an additional charge of $250 to prepare an
export
license for drop-shipment to any customer located outside of the
U.S.A.
Freight, transportation, customs duties & insurance are not
included.
Terms of Payment
For pre-approved, open-credit customers, payment terms are in U.S.
Dollars,
net 30 days after date of shipment. For all other customers,
payment
terms are C.O.D. or cash-in-advance. Visa or MasterCard are also
acceptable.
GSA Schedule
All Products and Services described in this Price List are
available on GSA
Schedule GS00K 93AGS 6290. To place your Order, or to receive
further
information, please contact: Falcon Micro systems, Inc. 1100
Mercantile Lane
Landover, MD 20785-5337 Telephone: (301) 341-0146 (800)677-0526
FAX:(301) 386-3583
* DENOTES CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY.
Order Acceptance
We will not accept your Order without a hard copy Purchase Order,
or a
facsimile of same. Acceptance of all Orders is subject to credit
approval.
Cancellation
You may NOT cancel your Purchase Order within 30 days of scheduled
shipment.
Shipment
All shipments are F.O.B. Burlington, MA 01803 U.S.A.
Lead Time
The lead time for shipment of Products again st
new Orders is generally five (5) to ten (10) days ARO. Most
Products
are available for Same Day or Next Day Shipment for a ** or ****
nominal charge, respectively. The cost for Same Day or Next Day
Shipment is (a) the sum of the extended Costs of all Products to be
shipped, times (b) the corresponding percentage shown. Freight,
transportation & insurance are not included. To utilize this
service, please add the appropriate Product Number and Cost to your
Order. In addition, we must receive AND accept your Order no later
than 2:00 p.m., E.S.T ., in order to provide you with this service.
Description of Service Product Cost "Same Day Shipment" by
CS-SDS-100
**** 6:00 p.m. the same day we accept your Order "Next Day
Shipment"
by CS-NDS-100 **** 5:00 p.m. the day after we accept your Order
<PAGE>
Annex Three Communication Servers
Remember to Order ---
Annex Network Software,
Release 8.0
(described on page 5)
Cables (one per 6 serial
ports) (described on page 5)
Customer Assistance
Programs (described on
pages 14-20)
Include the following ---
Multiple 32-bit processors for
higher performance
Modular design allows expansion
& upgrades on-site
Choice of configuration options:
> 16, 32, 48 or 64 serial ports
> Network host, or stand-alone
self-booting operation
> Thick (10Base-5), thin
(10Base-2) or twisted-pair
(10Base-T) Ethernet interfaces
Full modem control and throughput up to
57.6K baud on all serial ports
One 16-bit parallel port, with software-
selectable Centronics or Dataproducts
interface
115 V.A.C., 60 Hz. power source (220
V.A.C. or 240 V.A.C., 50 Hz. power source
available)
One Hardware Guide; eight User's Guides
5-year, return-to-factor warranty covering all parts & labor,
with a fifteen (15) day warranty service turn-around time. For
shorter turn-around, order our Express Hardware Replacement
service. (described on page 19)
<PAGE>
* DENOTES CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY.
Product Number . . . . . . . . . . . . . . . . .
Description. . . . . . . . . . . . . . . . . . .
Price
16-port Annex Three Communication Servers
AX3A-16/0-1N-100Network host operation, thick Ethernet *****
AX3C-16/0-1N-100 . . . . . . . . . . . . . . . " "
" , thin or thick
. . . . . . . . . . . . . . . . . . . .
Ethernet . . . . . . . . . . . . . . . . . .*****
AX3D-16/0-1N-100 . . . . . . . . . . . . . . . " "
"
, twisted-pair or
. . . . . . . . . . . . . . . . . . . .
thick
Ethernet *****
AX3A-16/0-1S-100 . . . .Stand-alone, self-booting
. . . . . . . . . . . . . . . . . . . .
operation, thick
. . . . . . . . . . . . . . . . . . . .
Ethernet . . . . . . . . . . . . . . . . . .*****
AX3C-16/0-1S-100 . . . . . . . . . . . . . . " "
. . . . . . . . . . . . . . . . . . . .
" . . . . . . . . . . . . . . . . . . . . , thin or
. . . . . . . . . . . . . . . . . . . .
thick
. . . . . . . . . . . . . . . . . . . .
Ethernet . . . . . . . . . . . . . . . . . .*****
AX3D-16/0-1S-100 . . . . . . . . . . . . . . " "
. . . . . . . . . . . . . . . . . . . .
" . . . . . . . . . . . . . . . . . . . . , twisted-
pair
. . . . . . . . . . . . . . . . . . . .
or thick
. . . . . . . . . . . . . . . . . . . .
Ethernet *****
32-port Annex Three Communication Servers
AX3A-32/0-1N-100Network host operation, thick Ethernet *****
AX3C-32/0-1N-100 " " " , thin or thick
. . . . . . . . . . . . . . . . . . . .
Ethernet . . . . . . . . . . . . . . . . . .*****
AX3D-32/0-1N-100 " " " , twisted-pair or
. . . . . . . . . . . . . . . . . . . .
thick
Ethernet *****
AX3A-32/0-1S-100 . . . .Stand-alone, self-booting
. . . . . . . . . . . . . . . . . . . .
operation, thick
. . . . . . . . . . . . . . . . . . . .
Ethernet . . . . . . . . . . . . . . . . . .*****
AX3C-32/0-1S-100 . . . . . . . " "
. . . . . . . . . . . . . . . . . . . .
" . . . . . . . . . . . . . . . . . . . . , thin or
. . . . . . . . . . . . . . . . . . . .
thick
. . . . . . . . . . . . . . . . . . . .
Ethernet . . . . . . . . . . . . . . . . . .*****
AX3D-32/0-1S-100 . . . . . . . . . . . . . . " "
. . . . . . . . . . . . . . . . . . . .
" . . . . . . . . . . . . . . . . . . . . , twisted-
pair
. . . . . . . . . . . . . . . . . . . .
or thick
. . . . . . . . . . . . . . . . . . . .
Ethernet *****
48-port Annex Three Communication Servers
AX3A-32/16-1N-100Network host operation, thick Ethernet *****
AX3C-32/16-1N-100 " " " , thin or thick
. . . . . . . . . . . . . . . . . . . .
Ethernet . . . . . . . . . . . . . . . . . .*****
<PAGE>
* DENOTES CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY.
AX3D-32/16-1N-100 " " " , twisted-pair or
. . . . . . . . . . . . . . . . . . . .
thick Ethernet . . . . . . . . . . . . . . .*****
AX3A-32/16-1S-100. . . .Stand-alone, self-booting
. . . . . . . . . . . . . . . . . . . .
operation , thick
. . . . . . . . . . . . . . . . . . . .
Ethernet . . . . . . . . . . . . . . . . . .*****
AX3C-32/16-1S-100. . . . . . . " "
. . . . . . . . . . . . . . . . . . . .
" . . . . . . . . . . . . . . . . . . . . , thin
or
. . . . . . . . . . . . . . . . . . . .
thick
. . . . . . . . . . . . . . . . . . . .
Ethernet . . . . . . . . . . . . . . . . . .*****
AX3D-32/16-1S-100. . . . . . . . . . . . . . " "
. . . . . . . . . . . . . . . . . . . .
" . . . . . . . . . . . . . . . . . . . . ,
twisted-pair
. . . . . . . . . . . . . . . . . . . .
or thick
. . . . . . . . . . . . . . . . . . . .
Ethernet *****
64-port Annex Three Communication Servers
AX3A-32/32-1N-100Network host operation, thick Ethernet *****
AX3C-32/32-1N-100 " " " , thin or thick
. . . . . . . . . . . . . . . . . . . .
Ethernet . . . . . . . . . . . . . . . . . .*****
AX3D-32/32-1N-100 " " " , twisted-pair or
. . . . . . . . . . . . . . . . . . . .
thick Ethernet . . . . . . . . . . . . . . .*****
AX3A-32/32-1S-100. . . .Stand-alone, self-booting
. . . . . . . . . . . . . . . . . . . .
operation, thick
. . . . . . . . . . . . . . . . . . . .
Ether
net . . . . . . . . . . . . . . . . . .*****
AX3C-32/32-1S-100. . . . . . . " "
. . . . . . . . . . . . . . . . . . . .
" . . . . . . . . . . . . . . . . . . . . , thin
or
. . . . . . . . . . . . . . . . . . . .
thick
. . . . . . . . . . . . . . . . . . . .
Ether
net . . . . . . . . . . . . . . . . . .*****
AX3D-32/32-1S-100. . . . . . . . . . . . . . " "
. . . . . . . . . . . . . . . . . . . .
" . . . . . . . . . . . . . . . . . . . . ,
twisted-pair
. . . . . . . . . . . . . . . . . . . .
or
thick
. . . . . . . . . . . . . . . . . . . .
Ether
net . . . . . . . . . . . . . . . . .*****
Annex Three Expansion & Upgrade Modules
AX3-UPG-SLC-116. . 16-port Serial Line Card (SLC) *****
AX3-UPG-SLC-132. . 32-port Serial Line Card (SLC) *****
AX3-F-1M-100 . . . . . . . . . . . . . . . . . . Self-booting
operation upgrade kit. . . . . . . . . . . . . . *****
. . . . . . . . . . . . . . . . . . . .
(available for all network host
. . . . . . . . . . . . . . . . . . . .
operation Annex 3's shipped after
. . . . . . . . . . . . . . . . . . . . 1/1/9
3) . . . . . . . . . . . . . . . . . . . .
AX3-UPG-TN-100 . . . . . . . . . . . . . . . . . Thin (10Base-
2) Ethernet adapter card . . . . . . . . . .*****
AX3-UPG-TP-100 . . . . . . . . . . . . . . . . . Twisted-pair
(10Base-T) Ethernet. . . . . . . . . . . . . . . *****
. . . . . . . . . . . . . . . . . . . . adapter
card
AX3-UPG-PRM-100. .ROM upgrade kit for 57.6k capability *****
<PAGE>
* DENOTES CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY.
Release 8.0 features
TCP/IP with RIP
UNIX-style user interface
Reverse telnet (rtelnet) utility
SNMP network management with MIB-II extensions
PPP, SLIP & Compressed SLIP
Domain Name Server
Host-based management ("NA")
Host-based ACP Security
Setup
Security features: Dial-back security, SecurID Card
support & Kerberos (phase I)
ARA, Full IP Routing, LAT & TN3270 protocols available
(described on page 9)
Annex Network Software, Release 8.0
includes the following...
Site license; one copy of Annex
Network Software, Release 8.0 can
support all Annex Three Communication
Servers, and Micro Annex XL Communication Servers
Choice of media from which to load
Annex Software onto the host system:
> 3 1/2" or 5 1/4" floppy diskettes
> 9-track, 1600 BPI 1/2" magnetic tape
> QIC-24 1/4, H-P 4 mm DAT, or DEC TK-50 cartridge tape
One console cable, male RJ45 <-->female DB-25,
25' length, shielded
One Network Administrator's Guide; Release Notes &
Installation Notes
All Annex Software, Cables & Accessories include a 90-day warranty
Product Number Description Price
Annex Network Software, Release 8.0
AX-FD3-100 3 1/2" floppy diskettes ***
AX-FD5-100 5 1/4" Floppy diskettes ***
AX-MT-100 9-track, 1600 BPI 1/2" magnetic tape ***
AX-TK50-100 DEC TK-50 cartridge tape ***
AX-HPDAT-100 H-P 4mm DAT cartridge tape ***
AX-CT24-100 QIC-24 1/4" cartridge tape ***
<PAGE>
* DENOTES CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY.
Cables & Accessories
460-062-000 Cable: console, male RJ45 <-> female
DB--25, 25, shielded **
AX3-CBL-DCE-100 Cable: modem (DCE), male 50-pin ***
Telco (USOC-compatible) <-> fan
out to 6 male DB-25s, 4', shielded
AX3-CBL-DTE-100 Cable: terminal (DTE), male 50-pin
Telco (USOC-compatible) <-> fan out
to 6 female DB-25s, 4', shielded ***
AX-DOC-100 Documentation Kit: Annex User's
Guide, Annex Three Hardware Guide,
Micro Annex Hardware Guide, Network
Administrator's Guide, Software
Installation Notes & Release Notes **
AX3-ACC-100 Installation Test Kit: one console
cable, male RJ45 <-> female DB-25,
25' shielded; two 50-pin Telco serial
loop back plugs; & three Ethernet
loop back plugs, one for each of
the three Ethernet interfaces ***
AX3-RM Rack mount kit: for 19" cabinet ***
Remember to Order
Annex Network Software Release 8.0 (described on page 8)
Cables (one per serial port) (described on page 8)
Customer Assistance Programs (described on pages 14-20)
Include the following...
Powerful 32-bit processor for high performance
Choice of configuration options:
> 8 or 16 serial ports or
8 serial ports and two 16-bit parallel ports with
software-selectable Centronics or Dataproducts interface
> RS-232C (V.24) or differential RS-422 (V.11) serial port
signaling
> Network host, or stand-alone self-booting operation
> Thick (10 Base-5), thin (10 Base-2) or twisted-pair (10 Base-T)
Ethernet interfaces
<PAGE>
* DENOTES CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY.
Full modem control and throughput up to 57.6K baud on all serial
ports
115 V.A.C., 60 Hz. power source (220 V.A.C. or 240 V.A.C., 50 Hz.
power
source available)
One Hardware Guide; two User's Guides (8-port models, four with
16-port
models)
5-year, return-to-factory warranty covering all parts & labor, with
a
fifteen (15) day warranty service turn-around time. For shorter
turn-
around, order our Express Hardware Replacement service. (described
on
page 19)
Product Number Description Price
8-port Micro Annex XL Communication Servers
RS-232C (V.24) serial ports)
AXM-A-8-N-100 Network host operation, thick Ethernet *****
AXM-C-8-N-100 " " ", thin or thick Ethernet *****
AXM-D-8-N-100 " " ", twisted-pair or thick
Ethernet *****
AXM-A-8-S-100 Stand-alone, self-booting operation,
thick Ethernet *****
AXM-C-8-S-100 " " ", thin or thick Ethernet *****
AXM-D-8-S-100 " " ", twisted-pair or thick
Ethernet *****
8-port Micro Annex XL Communication Servers
(RS-422 (V.11) serial ports)
AXV2-A-8-N-100 Network host operation, thick Ethernet *****
AXV2-C-8-N-100 " " ", thin or thick Ethernet *****
AXV2-D-8-N-100 " " ", twisted-pair or thick
Ethernet *****
AXV2-A-8-S-100 Stand-alone, self-booting operation,
thick Ethernet *****
AXV2-C-8-S-100 " " ", thin or thick Ethernet *****
AXV2-D-8-S-100 " " ", twisted-pair or thick
Ethernet *****
<PAGE>
* DENOTES CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY.
8-port Micro Annex XL Communication Servers
with 2 Parallel Ports
(RS-232C (V.24) serial ports)
AXM-A-P-N-100 Network host operation, thick Ethernet *****
AXM-C-P-N-100 " " ", thin or thick Ethernet *****
AXM-A-P-N-100 " " ", twisted-pair or thick
Ethernet *****
AXM-A-P-S-100 Stand-alone, self-booting operation,
thick Ethernet *****
AXM-C-P-S-100 " " ", thin or thick Ethernet *****
AXM-D-P-S-100 " " ", twisted-pair or thick
Ethernet *****
16-port Micro Annex XL Communication Servers
(RS-232C (V.24) serial ports)
AXM-A-16-N-100 Network host operation, thick Ethernet *****
AXM-C-16-N-100 " " ", thin or thick Ethernet *****
AXM-D-16-N-100 " " ", twisted-pair or thick
Ethernet *****
AXM-A-16-S-100 Stand-alone, self-booting operation,
thick Ethernet *****
AXM-C-16-S-100 " " ", thin or thick Ethernet *****
AXM-D-16-S-100 " " ", twisted-pair or thick
Ethernet *****
16-port Micro Annex XL Communication Servers
(RS-422 (V.11) serial ports)
AXV2-A-16-N-100 Network host operation, thick Ethernet *****
AXV2-C-16-N-100 " " ", thin or thick Ethernet *****
AXV2-D-16-N-100 " " ", twisted-pair or thick
Ethernet *****
AXV2-A-16-S-100 Stand-alone, self-booting operation,
thick Ethernet *****
AXV2-C-16-S-100 " " ", thin or thick Ethernet *****
AXV2-D-16-S-100 " " ", twisted-pair or thick
Ethernet *****
<PAGE>
Release 8.0 features
TCP/IP with RIP
UNIX-style user interface
Reverse telnet (rtelnet) utility
SNMP network management with MIB-II extensions
PPP,SLIP & Compressed SLIP
Domain Name Server
Host-based management ("NA")
Host-based ACP Security
Setup
Security features: Dial-back security, SecurID Card support &
Kerberos
(phase I)
ARA, Full IP Routing, LAT & TN3270 protocols available (described
on page 9)
Annex Network Software, Release 8.0 includes the following...
Site license; one copy of Annex Network Software, Release 8.0
can support all Micro Annex XL &
Annex Three Communication Servers
Choice of media from which to load Annex Software into the host
system:
> 3 1/2" or 5 1/4" floppy diskettes
> 9-track, 1600 BPI 1/2" magnetic tape
> QIC-24 1/4", H-P 4mm DAT, or DEC TK-50 cartridge tape
One console cable, male RJ45 <-> female DB-25, 25' length, shielded
One Network Administrator's Guide; Release Notes & Installation
Notes
All Annex Software, Cables & Accessories include a 90-day warranty
<PAGE>
* DENOTES CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY.
Product Number Description Price
Annex Network Software, Release 8.0
AX-FD3-100 3 1/2" floppy diskettes ***
AX-FD5-100 5 1/4" Floppy diskettes ***
AX-MT-100 9-track, 1600 BPI 1/2" magnetic tape ***
AX-TK50-100 DEC TK-50 cartridge tape ***
AX-HPDAT-100 H-P 4mm DAT cartridge tape ***
AX-CT24-100 QIC-24 1/4" cartridge tape ***
Cables & Accessories
AXM-SCB-DCE-100 Cable: modem (DCE), RS-232C, male RJ45 <-> male
DB-25, 10' shielded **
AXM-UCB-DCE-100 " " ", unshielded **
AXM-SCB-RJ-100 Cable: straight-through, male RJ45
<-> male RJ45, 10', shielded **
AXM-UCB-RJ-100 " " ", unshielded **
AXM-SCB-DTE-100 Cable: terminal (DTE), RS-232C,
male RJ45 <-> remale DB-25, 10'
shielded **
AXM-UCB-DTE-100 " " ", unshielded **
AXM-DOC-100 Documentation Kit: Annex User's
Guide, Annex Three Hardware Guide,
Micro Annex Hardware Guide, Network
Administrator's Guide, Software Install-
ation Notes & Release Notes **
AXM-ACC-100 Installation Test Kit: one console
cable, male RJ45 <-> female DB-25,
25' shielded; four RJ45 serial
loop back plugs; & three Ethernet
loop back plugs, one for each of
the three Ethernet interfaces ***
AXM-RM Rack mount kit: for 19" cabinet ***
<PAGE>
Optional Software Protocols
Customer Site Information
(please indicate on your Order)
End-customer name
Complete customer address (including street, city, state
& zip code)
Telephone & FAX numbers (including area code)
E-mail address
Name of key technical contact (with telephone extension)
Model number, serial number and Ethernet address for
each Annex Server
Total number of ports for each Annex Server (LAT only)
Include the following...
Internetworking in heterogeneous, multi-platform computing
environments
Choice of any (or all) of these communications protocols:
> AppleTalk Remote Access (ARA) protocol...
network access for remote Macintosh & Powerbook users
> Full IP Routing, including...
Dial-up Routing, Active RIP & packet filtering
> TN3270 protocol suite...
access to IBM mainframe applications from ASCII devices
> LAT ... for DEC VAX/VMS & VAX/Ultrix environments
Multiple, simultaneous TCP/IP and optional protocol sessions
supported on each port
Available for all Annex Three & MicroAnnex XL Communication
Servers, (not available for MicroAnnex ELS Terminal Servers,
or Annex II & Annex IIe Terminal Servers)
Protocol(s) enabled via a single software key, unique to each
Annex Server
Priced per Annex Server (except per serial port per Annex Server
for LAT)
<PAGE>
* DENOTES CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY.
Product Number Description Price
OPT-ARAP AppleTalk Remote Access (ARA) protocol
License for one Annex Server ***
OPT-IPRT Full IP Routing License for one
Annex Server ***
OPT-3270 TN3270 protocol License for one
Annex Server ***
AX-LAT-8 LAT protocol right-to-use License
for one 8-port Annex Server ***
AX-LAT-16 LAT protocol right-to-use License
for one 16-port Annex Server ***
AX-LAT-32 LAT protocol right-to-use License
for one 32-port Annex Server ***
AX-LAT-48 LAT protocol right-to-use License
for one 48-port Annex Server ***
AX-LAT-64 LAT protocol right-to-use License
for one 64-port Annex Server *****
<PAGE>
* DENOTES CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY.
MicroAnnex ELS Terminal Servers
Remember to Order
Annex Terminal Server Software, Release 7.1 (described on page 11)
Cables (one per serial port) (described on page 11)
Customer Assistance Programs (described on pages 14-20)
Include the following...
Powerful 32-bit processor for high performance
Choice of configuration options:
> 8 or 16 serial ports, or
8 serial ports and two 16-bit parallel ports with software-
selectable Centronics or Dataproducts interface
> Network host, or stand-alone self-booting operation
> Thick (10Base-5), thin (10Base-2) or twisted-pair (10Base-T)
Ethernet interfaces
Full modem control and throughput up to 57.6K baud on all serial
ports
115 V.A.C., 60 Hz. power source (220 V.A.C. or 240 V.A.C., 50 Hz.
power source available)
One Hardware Guide; two User's Guides (8-port models, four with
16-port models)
5-year, return-to-factory warranty covering all parts & labor, with
a
fifteen (15) day warranty service turn-around time. For shorter
turn-around, order our Express Hardware Replacement service.
(described on page 19)
Product Number Description Price
8-port MicroAnnex ELS Terminal Servers
(RS-232C (V.24) serial ports)
AXE-A-8-N-100 Network host operation, thick Ethernet *****
AXE-C-8-N-100 " " " , thin or thick
Ethernet *****
AXE-D-8-N-100 " " " , twisted-pair
or thick Ethernet *****
AXE-A-8-S-100 Stand-alone, self-booting operation,
thick Ethernet *****
AXE-C-8-S-100 " " , thin or thick
Ethernet *****
AXE-D-8-S-100 " " , twisted-pair
or thick Ethernet *****
<PAGE>
* DENOTES CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY.
8-port MicroAnnex ELS Terminal Servers
(RS-422 (V.11) serial ports)
AXV-A-8-N-100 Network host operation, thick Ethernet *****
AXV-C-8-N-100 " " " , thin or thick
Ethernet *****
AXV-D-8-N-100 " " " , twisted-pair
or thick Ethernet *****
AXV-A-8-S-100 Stand-alone, self-booting operation,
thick Ethernet *****
AXV-C-8-S-100 " " " ,
thin or thick Ethernet *****
AXV-D-8-S-100 " " " ,
twisted-pair or thick Ethernet *****
8-port MicroAnnex ELS Terminal Servers with 2 Parallel Ports
(RS-232C (V.24) serial ports)
AXE-A-P-N-100 Network host operation, thick Ethernet *****
AXE-C-P-N-100 " " ", thin or thick
Ethernet *****
AXE-D-P-N-100 " " ", twisted-pair or
thick Ethernet *****
AXE-A-P-S-100 Stand-alone self-booting operation,
thick Ethernet *****
AXE-C-P-S-100 " " ", thin or thick
Ethernet *****
AXE-D-P-S-100 " " ", twisted-pair or
thick Ethernet *****
16-port MicroAnnex ELS Terminal Servers
(RS-232C (V.24) serial ports)
AXE-A-16-N-100 Network host operation, thick Ethernet *****
AXE-C-16-N-100 " " ", thin or thick
Ethernet *****
AXE-D-16-N-100 " " ", twisted-pair or
thick Ethernet *****
AXE-A-16-S-100 Stand-alone self-booting operation,
thick Ethernet *****
AXE-C-16-S-100 " " ", thin or thick
Ethernet *****
AXE-D-16-S-100 " " ", twisted-pair or
thick Ethernet *****
<PAGE>
* DENOTES CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY.
16-port MicroAnnex ELS Terminal Servers
(RS-422C (V.11) serial ports)
AXV-A-16-N-100 Network host operation, thick Ethernet *****
AXV-C-16-N-100 " " ", thin or thick
Ethernet *****
AXV-D-16-N-100 " " ", twisted-pair or
thick Ethernet *****
AXV-A-16-S-100 Stand-alone self-booting operation,
thick Ethernet *****
AXV-C-16-S-100 " " ", thin or thick
Ethernet *****
AXV-D-16-S-100 " " ", twisted-pair or
thick Ethernet *****
Release 7.1 features
TCP/IP with RIP
UNIX-style user interface
Reverse telnet (rtelnet) utility
SNMP network management with MIB-II extensions
SLIP & Compressed SLIP
Domain Name Server
Host-based management ("NA")
Setup
Annex Terminal Server Software, Release 7.1 includes the
following...
Site license; one copy of Annex
Terminal Server Software, Release 7.1 can support all MicroAnnex
ELS Terminal Servers
Choice of media from which to load Annex Software onto the host
system:
> 3 1/2" or 5 1/4" floppy diskettes
> 9-track, 1600 BPI 1/2" magnetic tape
> QIC-24 1/4", H-P 4mm DAT, or DEC TK-50 cartridge tape
One console cable, male RJ45 <->
female DB25, 25' length, shielded
One Network Administrator's Guide; Release Notes & Installation
Notes
All Annex Software, Cables & Accessories include a 90-day warranty
<PAGE>
* DENOTES CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY.
Product Number Description Price
Annex Terminal Server Software, Release 7.1
ELS-FD3-100 31/2" floppy diskettes ***
ELS-FD5-100 5 1/4" floppy diskettes ***
ELS-MDT-100 9-track, 1600 BPI 1/2" magnetic tape ***
ELS-TK50-100 DEC TK-50 cartridge tape ***
ELS-HPDAT-100 H-P 4mm DAT cartridge tape ***
ELS-CT24-100 QIC-24 1/4" cartridge tape ***
Cables and Accessories
AXM-SCB-DCE-100 Cable: modem (DCE), RS-232C, male
RJ45 <-> male DB-25, 10' shielded **
AXM-UCB-DCE-100 " " " " "
" " " " unshielded **
AVM-SCB-RJ-100 Cable: straight-through, male RJ45
<-> male RJ45, 10' shielded **
AXM-UCB-RJ-100 " " " " "
" " " " unshielded **
AXM-SCB-DTE-100 Cable: terminal (DTE), RS-232C, male
RJ45 <-> female DB-25, 10' shielded **
AXM-UCB-DCE-100 " " " " "
" " " " unshielded **
ELS-DOC-100 Documentation Kit: Annex Users
Guide, Micro Annex Hardware Guide,
Network Administrator's Guide,
Software Installation Notes &
Release Notes **
AXM-ACC-100 Installation Test Kit: one console
cable, male RJ45 <-> female DB-25,
25' shielded; four RJ45 serial loop
back plugs; & three Ethernet loop
back plugs, one for each of the
three Ethernet interfaces ***
AXM-RM Rack mount kit for 19" cabinet ***
ELS-NA-100 Network Administrator's Guide for
MicroAnnex ELS **
<PAGE>
PC System Prerequisites:
Remote control applications:
"LAN Assist", "PC Anywhere
LAN" (version 4.5 or later), or
similar remote control software
Includes PC Software:
Qmodem Pro for Dial-out applications
Winfax pro for PC fax operation
Remember to Order ...
Customer Assistance Program
(described on page 17)
Include the following ...
Transparent access to, from and between Novell networks
Choice of configuration options:
> Support for remote node or remote control applications
> Two serial ports for external Hayes-compatible modems, or
One serial port with an internal 14.4K baud V.32bis/V
.42bis/MNP-5
compatible model, & one serial port for an external Hayes-
compatible modem
> Thick (10Base-5), thin (10Base-2) and twisted-pair (10Base-T)
Ethernet interfaces
> DB-9 Token Ring interface available on NCS-LTx-S models
DTE rates up to 57.6K baud on both serial ports
LAN modem programs (version 3.30), on 31/2" & 51/4" high density
disks:
Dial-in programs install disk & Network administrator install
disk
Fully software compatible with Windows 3.1, DOS 3.0 & above, Novell
Advanced NetWare
Operating System (version 2.15c, 2.2 and 3.1) & Novell
Asynchronous Remote Router (version 2.2 & above)
115 V.A.C., 60 Hz. power source (220 V.A.C. or 240 V.A.C., 50 Hz.
power source available)
One telephone service cable, male RJ11 <-> male RJ11, 14' length,
unshielded
One DB9-DB25 modem cable included with units with a modem, two
cables
with units without a modem
One Network User Guide; one Dial-In User Guide; one Dial-In &
Dial-Out
Quick Reference Guides
<PAGE>
* DENOTES CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY.
1-year, return-to-factory warranty covering all parts & labor, with
a
fifteen (15) day warranty service turn-around time. For shorter
turn-around, order or Premium Customer Assistance service.
(described
on page 17)
Product Number Description Price
Microannex NCS Communication Server
NCS-NE1-S* Ethernet interface, 115 V.A.C.,
60 Hz. power source, without
modem ***
NCS-LE1-S* Ethernet interface, 115 V.A.C.,
60 Hz. power source, with modem *****
NCS-LT1-S* Token Ring interface, 115 V.A.C.,
60 Hz. power source, with modem *****
NCS-NE2-S* Ethernet interface, 220 V.A.C,
50 Hz. power source, without modem ***
NCS-LE2-S* Ethernet interface, 220 V.A.C.,
50 Hz. power source, with modem *****
NCS-LT2-S* Token ring interface, 220 V.A.C,
50 Hz. power source, with modem *****
NCS-NE4-S* Ethernet interface, 240 V.A.C.,
50 Hz. power source, without modem ***
Software & Accessories
CS-FD-S* Software maintenance update on
3 1/2" & 5 1/4" floppy diskettes ***
CS-NDOC-S* Documentation Kit, MicroAnnex
NCS without modem **
CS-LDOC-S* Documentation Kit, MicroAnnex
NCS with modem **
NCS-CBL-S* MicroAnnex NCS modem cable **
*STANDARD DISCOUNTS DO NOT APPLY. PLEASE CONTACT
YOUR SALES REPRESENTATIVE FOR DETAILS
<PAGE>
* DENOTES CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY.
Technical Training, On-Site Support & Consultancy
Includes the following...
Product Installation & Network Administration Training Courses:
> Offered quarterly at Xylogics' Technical Support Centers
> Can be offered on-site, upon special request (travel expenses
are additional & are not included)
> Minimum class size of five (5) students; maximum of twelve (12)
On-site technical support services: (travel expenses are
additional &
are not included)
> Assistance with the design, configuration & installation of
Xylogics' products within your network
> Available on an hourly (4-hour minimum) or daily basis
Product Number Description Price
AX-EU-TRAIN Product Installation & Network
Admin. training (per student,
per day) ***
AX-ON-SITE On-site technical support (per
hour, 4 hour minimum) ***
AX-CONSULT Consultative design services
(per hour, 4 hour minimum)
*
*
*
<PAGE>
Annex Premium Customer Assistance
Customer Site Information
(please include on your Order)
End-customer name
Complete customer address (including street, city, state & zip
code)
Telephone & FAX numbers (including area code)
E-mail address
Name of key technical contact (with telephone extension)
Model number, serial number and Ethernet address for each Annex
Server
Includes the following...
Comprehensive assistance & technical support in one convenient
package:
> Highest-priority response time, guaranteed from the
next-available
support engineer
> Prioritized Support Response
(described on page 18)
> Express Hardware Replacement for one (1) Annex Server on site;
15% discount on Express Hardware Replacement for all additional
Annex servers on site
(described on page 19)
> One (1) automatic Software Update
(described on page 20)
Choice of duration of service:
> One (1) year or three (3) years, with automatic renewal
One (1) year, with billing monthly, upon completion of each
month's service
Post-installation, on-site support
> One (1) visit per year, as necessary
(travel expenses are additional & are not included)
<PAGE>
* DENOTES CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY.
Product Number Description Price
One (1) Year Duration
AX-PCA-FD3-1 3 1/2" floppy diskettes *****
AX-PCA-FD5-1 5 1/4" floppy diskettes *****
AX-PAC-MT-1 9-track, 1600 BPI
1/2" magnetic tape *****
AX-PCA-TK50-1 DEC TK-50 cartridge tape *****
AX-PCA-HPDAT-1 H-P 4mm DAT cartridge tape *****
AX-PCA-CT24-1 QIC-24 1/4" cartridge tape *****
Three (3) Year Duration
AX-PCA-FD3-3 3 1/2" floppy diskettes *****
AX-PCA-FD5-3 5 1/4" floppy diskettes *****
AX-PAC-MT-3 9-track, 1600 BPI
1/2" magnetic tape *****
AX-PCA-TK50-3 DEC TK-50 cartridge tape *****
AX-PCA-HPDAT-3 H-P 4mm DAT cartridge tape *****
AX-PCA-CT24-3 QIC-24 1/4" cartridge tape *****
One (1) Year Duration, with Billing Monthly
AX-PCA-FD3-M 3 1/2" floppy diskettes *****
AX-PCA-FD5-M 5 1/4" floppy diskettes *****
AX-PAC-MT-M 9-track, 1600 BPI
1/2" magnetic tape *****
AX-PCA-TK50-M DEC TK-50 cartridge tape *****
AX-PCA-HPDAT-M H-P 4mm DAT cartridge tape *****
AX-PCA-CT24-M QIC-24 1/4" cartridge tape *****
Special Ordering Information
When ordering Premium Customer Assistance, please include the
following on your Order:
> One (1) Premium Customer Assistance, line item from Page 15 (at
the Price indicated)
> One (1) Express Hardware Replacement line item from this page
(at
no charge)
> For all additional Annex Servers on site, please add the
appropriate Express Hardware Replacement line item(s) from this
page (for which the Prices are 15% less than those listed on
page 19) to your Order
> Duration of service must be the same for all line items
<PAGE>
* DENOTES CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY.
Product Number Description Price
Annex Three Communication Servers
AX-PCA-EHR-AX3-1 One (1) Year Duration ***
AX-PCA-EHR-AX3-3 Three (3) Year Duration ***
AX-PCA-EHR-AX3-M One (1) Year Duration, with
Billing Monthly ***
MicroAnnex XL Communication Servers &
MicroAnnex ELS Terminal Services
AX-PCA-EHR-MAX-1 One (1) Year Duration ***
AX-PCA-EHR-MAX-3 Three (3) Year Duration ***
AX-PCA-EHR-MAX-M One (1) Year Duration, with
Billing Monthly ***
Annex II and Annex IIe Terminal Servers
AX-PCA-EHR-AX2-1 One (1) Year Duration ***
AX-PCA-EHR-AX2-3 Three (3) Year Duration ***
AX-PCA-EHR-AX2-M One (1) Year Duration, with
Billing Monthly ***
<PAGE>
MicroAnnex NCS Premium Customer Assistance
Customer Site Information
(please include on your Order)
End-customer name
Complete customer address
(including street, city, state
& zip code)
Telephone & FAX numbers
(including area code)
E-mail address
Name of key technical contact
(with telephone extensions)
Model number, serial number
and Ethernet address for NCS
Includes the following ...
Comprehensive assistance & technical support in one convenient
package:
> Highest-priority response time, guaranteed from the next
available
support engineer
> Prioritized Support Response, guaranteed within two (2) hours
of your request
> +Assistance via dedicated (800) hot-line, FAX, Internet E-mail,
CompuServe or our 24 hour a day Xylo-Phone Support BBS
> Complete installation and configuration support, and assistance
in integrating third party software and hardware on the network
with the NCS
> Express Hardware Replacement for one (1) NCS on site with
automatic shipment of a factory-refurbished, replacement
product
within one (1) business day of notification of its failure,
with
a new one (1) year warranty on the replacement NCS
> One (1) Automatic Software Update on your choice of 3 1/2" or
5 1/4" floppy diskettes or accessible via the Xylo-Phone BBS,
or FTP file transfer
Choice of duration of service:
> One (1) year, with automatic renewal
One (1) year, with billing monthly, upon completion of each
month's service
<PAGE>
* DENOTES CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY.
Product Number Description Price
MicroAnnex NCS, Ethernet, with Modem
NCS-PCA-LE-1 One (1) Year Duration ***
NCS-PCA-LE-M One (1) Year Duration, with
Billing Monthly ***
MicroAnnex NCS, Token Ring, with Modem
NCS-PCA-LT-1 One (1) Year Duration ***
NCS-PCA-LT-M One (1) Year Duration, with
Billing Monthly ***
MicroAnnex NCS, Ethernet, without Modem
NCS-PCA-NE-1 One (1) Year Duration ***
NCS-PCA-NE-M One (1) Year Duration, with
Billing Monthly ***
<PAGE>
* DENOTES CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY.
Annex Prioritized Support Response
Customer Site Information
(please include on your Order)
End-customer name
Complete customer address
(including street, city, state
and zip code)
Telephone & FAX numbers
(including area code)
E-mail address
Name of key technical contact
(with telephone extensions)
Model number, serial number
and Ethernet address for Annex
Includes the following ...
Priority assistance & technical support:
> High-priority response time, guaranteed within two (2) hours of
your request
> Assistance via dedicated (800) hot-line
> One (1) Automatic Software Update (described on page 20)
> Installation and configuration support
> Software and hardware problem solving
> Remote diagnostic facilities
> Automatic receipt of Xylogics' Application Notes
Choice of duration of service:
> One (1) year or three (3) years, with automatic renewal
> One (1) year, with billing monthly, upon completion of each
month's service
Product Number Description Price
One (1) Year Duration
AX-PSR-FD3-1 3 1/2" floppy diskette *****
AX-PSR-FD5-1 5 1/4" floppy diskette *****
AX-PSR-MT-1 9-track, 1600 BPI 1/2" magnetic tape *****
AX-PSR-TK50-1 DEC TK-50 cartridge tape *****
AX-PSR-HPDAT-1 H-P 4mm DAT cartridge tape *****
AX-PSR-CT24-1 QIC-24 1/4" cartridge tape *****
* DENOTES CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY.
Three (3) Year Duration
AX-PSR-FD3-3 3 1/2" floppy diskette *****
AX-PSR-FD5-3 5 1/4" floppy diskette *****
AX-PSR-MT-3 9-track, 1600 BPI 1/2" magnetic tape *****
AX-PSR-TK50-3 DEC TK-50 cartridge tape *****
AX-PSR-HPDAT-3 H-P 4mm DAT cartridge tape *****
AX-PSR-CT24-3 QIC-24 1/4" cartridge tape *****
One (1) Year Duration, with Billing Monthly
AX-PSR-FD3-M 3 1/2" floppy diskette *****
AX-PSR-FD5-M 5 1/4" floppy diskette *****
AX-PSR-MT-M 9-track, 1600 BPI 1/2" magnetic tape *****
AX-PSR-TK50-M DEC TK-50 cartridge tape *****
AX-PSR-HPDAT-M H-P 4mm DAT cartridge tape *****
AX-PSR-CT24-M QIC-24 1/4" cartridge tape *****
<PAGE>
* DENOTES CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY.
Annex Express Hardware Replacement
Customer Site Information
(please include on your Order)
End-customer name
Complete customer address (including street, city, state & zip
code)
Telephone & FAX numbers (including area code)
E-mail address
Name of key technical contact (with telephone extension)
Model number, serial number and Ethernet address for each Annex
Server
Includes the following...
Automatic shipment of a factory-refurbished, replacement Product
within one (1) business day of notification of its failure
New warranty covering the replacement Product:
> Five (5) years for Annex Three & MicroAnnex XL Communication
Servers
> Five (5) years for MicroAnnex ELS Terminal Servers
> One (1) year for Annex II or Annex IIe Terminal Servers
Choice of duration of service:
> One (1) year or three (3) years, with automatic renewal
> One (1) year, with billing monthly, upon completion of each
month's service
Purchased for each Annex Server at the end-customer's site
Product Number Description Price
Annex Three Communications Servers
AX-EHR-AX3-1 One (1) Year Duration *****
AX-EHR-AX3-3 Three (3) Year Duration *****
AX-EHR-AX3-M One (1) Year Duration, with
Billing Monthly *****
MicroAnnex XL Communication Servers &
MicroAnnex ELS Terminal Servers
AX-EHR-MAX-1 One (1) Year Duration *****
AX-EHR-MAX-3 Three (3) Year Duration *****
AX-EHR-MAX-M One (1) Year Duration, with
Billing Monthly *****
<PAGE>
* DENOTES CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY.
Annex II & Annex IIe Terminal Servers
AX-EHR-AX2-1 One (1) Year Duration *****
AX-EHR-AX2-3 Three (3) Year Duration *****
AX-EHR-AX2-M One (1) Year Duration, with
Billing Monthly *****
<PAGE>
Annex Automatic Software Update
Customer Site Information
(please include on your Order)
End-customer name
Complete customer address (including street, city, state & zip
code)
Telephone & FAX numbers (including area code)
E-mail address
Name of key technical contact (with telephone extension)
Model number, serial number and Ethernet address for each Annex
Server
Includes the following...
Automatic distribution of Annex software releases and
documentation, including release notes and resolution to
identified problems. Note that software releases may include
new
keyed features which are extra cost options and must be
purchased
separately.
NOTE: Not available for networks which include ONLY Annex II/IIe
units.
Choice of duration of service:
> One (1) year or three (3) years, with automatic renewal
One (1) year, with billing monthly, upon completion of each
month's service
Choice of media from which to load Annex Software onto the host
system:
> 3 1/2" or 5 1/4" floppy diskettes
> 9-track, 1600 BPI 1/2" magnetic tape
> QIC-24 1/4", H-P 4mm DAT, or DEC TK-50 cartridge tape
Coverage effective immediately when purchased concurrently with
Annex Software; otherwise, fifteen (15) days A.R.O.
<PAGE>
* DENOTES CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY.
Product Number Description Price
One (1) Year Duration
AX-ASU-FD3-1 3 1/2" floppy diskettes *****
AX-ASU-FD5-1 5 1/4" floppy diskettes *****
AX-ASU-MT-1 9-track, 1600 BPI 1/2" magnetic tape *****
AX-ASU-TK50-1 DEC TK-50 cartridge tape *****
AX-ASU-HPDAT-1 H-P 4mm DAT cartridge tape *****
AX-ASU-CT24-1 QIC-24 1/4" cartridge tape *****
Three (3) Year Duration
AX-ASU-FD3-3 3 1/2" floppy diskettes *****
AX-ASU-FD5-3 5 1/4" floppy diskettes *****
AX-ASU-MT-3 9-track, 1600 BPI 1/2" magnetic tape *****
AX-ASU-TK50-3 DEC TK-50 cartridge tape *****
AX-ASU-HPDAT-3 H-P 4mm DAT cartridge tape *****
AX-ASU-CT24-3 QIC-24 1/4" cartridge tape *****
One (1) Year Duration, with Billing Monthly
AX-ASU-FD3-M 3 1/2" floppy diskettes *****
AX-ASU-FD5-M 5 1/4" floppy diskettes *****
AX-ASU-MT-M 9-track, 1600 BPI 1/2" magnetic tape *****
AX-ASU-TK50-M DEC TK-50 cartridge tape *****
AX-ASU-HPDAT-M H-P 4mm DAT cartridge tape *****
AX-ASU-CT24-M QIC-24 1/4" cartridge tape *****
<PAGE>
* DENOTES CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY.
Annex Automatic Software Update
Customer Site Information
(please include on your Order)
End-customer name
Complete customer address (including street, city, state & zip
code)
Telephone & FAX numbers (including country & city codes)
E-mail address
Name of key technical contact (with telephone extension)
Model number, serial number and Ethernet address for each Annex
Server
Includes the following...
Automatic distribution of Annex software releases and
documentation, including release notes and resolution to
identified problems. Note that software releases may include
new keyed features which are extra cost options and must be
purchased separately.
NOTE: Not available for networks which include ONLY Annex II/IIe
units.
Choice of duration of service:
> One (1) year or three (3) years, with automatic renewal
Choice of media from which to load Annex Software onto the host
system:
> 3 1/2" or 5 1/4" floppy diskettes
> 9-track, 1600 BPI 1/2" magnetic tape
> QIC-24 1/4", H-P 4mm DAT, or DEC TK-50 cartridge tape
Coverage effective immediately when purchased concurrently with
AX-ASU-CURR; otherwise, fifteen (15) days A.R.O., and only
future releases are included.
Product Number Description Price
One (1) Year Duration
AX-ASU-FD3-1 3 1/2" floppy diskettes *****
AX-ASU-FD5-1 5 1/4" floppy diskettes *****
AX-ASU-MT-1 9-track, 1600 BPI 1/2" magnetic tape *****
AX-ASU-TK50-1 DEC TK-50 cartridge tape *****
AX-ASU-HPDAT-1 H-P 4mm DAT cartridge tape *****
AX-ASU-CT24-1 QIC-24 1/4" cartridge tape *****
<PAGE>
* DENOTES CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY.
Three (3) Year Duration
AX-ASU-FD3-3 3 1/2" floppy diskettes *****
AX-ASU-FD5-3 5 1/4" floppy diskettes *****
AX-ASU-MT-3 9-track, 1600 BPI 1/2" magnetic tape *****
AX-ASU-TK50-3 DEC TK-50 cartridge tape *****
AX-ASU-HPDAT-3 H-P 4mm DAT cartridge tape *****
AX-ASU-CT24-3 QIC-24 1/4" cartridge tape *****
<PAGE>
North American Offices International Offices
North East Europe U.K.
53 Third Avenue Africa, Asia & Australia
Burlington, MA 01803
(617) 272-8140 Featherstone Road
(800) 225-3317 Wolverton Mill
FAX: (617) 273-5392 Milton Keynes MK 12 5RD
United Kingdom
South (+44) 908 222112
FAX: (+44) 908 222115
1175 Grimes Bridge Road
Suite 304 Germany
Roswell, GA 30075
(404) 552-8380 Zeppelinstrasses73
FAX: (404) 552-8395 81669 Munchen
Germany
Midwest (+49) 89 4488255
FAX: (+49) 89 4488271
400 Barrington Pointe
2300 North Barrington Road France
Hoffman Estates, IL 60195
(708) 490-5378 35 Cours De Michelet
FAX: (708) 884-0530 92060 Paris Le Defense 10
Cedex 57
West France
(+33) 1 47 73 90 90
16450 Los Gatos Boulevard FAX: (+33) 1 49 00 15 38
Suite 202
Los Gatos, CA 95032 Japan
(408) 358-8800
FAX: (408) 358-4588 Aios Gotando Annex 5F
1-7-11 Higashi Gotanda
Shinagawa-ku, Tokyo 141
Japan
(03) 3446 0030
FAX: (03) 3440 9108
South America
53 Third Avenue
Burlington, Massachusetts 01803
U.S.A.
(+1) 617 272-8140
FAX: (+1) 617 273-5392
<PAGE>
APPENDIX "B"
THE COMPLETE LIST OF ALL PRODUCTS AND SERVICES OFFERED FOR
RESALE
UNDER THIS AGREEMENT
Until otherwise amended, the contents of this listing are all
Products listed under Appendix "A".
<PAGE>
* DENOTES CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY.
APPENDIX "C"
Standard Discounts
1) Westcon shall receive the following Standard Discounts for the
term
of this agreement, or as amended, towards the purchase of the
Products
noted in Appendix "B" to this Agreement, as follows:
Product Category Product Description
Discount
A) Termserver/Commserver: -100 series Xl, Annex 3,
MicroAnnex NCS, ELS, hardware
and software services, all media
and accessories *****
B) Remote Access Servers: -450, -500 series XL and Annex 3
hardware and software/keys and
Remote Annex 2000 and 4000
hardware and software/keys *****
C) LAT software keys *****
D) Repairs no discount
2) Xylogics desires to maintain and extend the Xylogics Authorized
Reseller (XAR Program through Westcon. This program grants
special
privileges and an additional ** discount to resellers who
become
certified by participating in training and meeting purchasing
milestones mutually agreed upon between Xylogics and Westcon.
To
allow Westcon to profitably sell to these Resellers, Xylogics
will
retroactively rebate to Distributor an additional
******************
discount over standard Distributor cost on all products sold to
Resellers who fully meet all the qualifications of the XAR
program.
3) On a monthly basis, no later than the end of the second
calendar
week of the following month, Distributor will submit an
aggregate
point-of-sale (POS) record to Xylogics for purposes of sales
commission
payment and calculation of any credit(s) due Weston. POS shall
contain
at a minimum, Reseller name, state, zip code, Xylogics' part
numbers,
quantity, extended resale price, with all sales to the same
reseller
for the month subtotaled.
<PAGE>
* DENOTES CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY.
APPENDIX "C"
Standard Discounts
1) Distributor shall receive the following Standard Discounts for
the Term of this agreement, or as amended, towards the purchase
of the Products noted in Appendix "B" to this Agreement, as
follows:
a) All MicroAnnex ELS termserver hardware and Software,
cables and accessories *****
b) All MicroAnnex XL and Annex 3 communication server
hardware and software, cables and accessories *****
c) All Optional Software Keys, except LAT *****
d) LAT Software keys *****
e) All MicroAnnex NCS communications server hardware
and software, cable and accessories *****
f) Software Services, including Customer Assistance
Programs (CAPS) *****
g) All Repairs No Discount
2) Xylogics shall make available to Distributor a list of
Resellers
with which Xylogics has a direct contract, for the express and
sole purpose of aiding Distributor in recruiting and selling to
these Resellers. It is Xylogics' intent to have these
Resellers
purchase from Distributor, but Xylogics does not wish to and
will
not forcibly direct Resellers to purchase from Distributor
while
they hold a direct contract with Xylogics. These resellers
shall
be henceforth termed "Target Resellers".
To allow Distributor to profitably sell to these Resellers at
or
near the Resellers' present contract discounts with Xylogics,
Xylogics will retroactively rebate to Distributor an additional
****************** margin over standard Distributor cost on all
Micro Annex XL and Annex 3 hardware, software, cables and
accessories sold to any of these Resellers for the period of
one
(1) year from the time of first sale. Once Reseller begins to
purchase from Distributor, their purchases then become Eligible
for credit for one year, at the expiration of which point their
purchases are no longer eligible for a credit.
<PAGE>
* DENOTES CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY.
On a monthly basis, no later than the end of the second calendar
week
of the following month, Distributor will submit an aggregate
point-of-
sale (POS) record to Xylogics for purposes of sales commission
payment
and accrual of any credit(s) due. POS shall contain at a minimum,
Eligible Target Reseller name, sate, zip code, Xylogics' part
numbers,
quantity, extended resale price, with all sales to the same
reseller
for the month subtotaled. Based on Distributor's cost and resale
price, Xylogics shall rebate a credit to Distributor sufficient to
guarantee Distributor an ***** ************ margin over standard
Distributor cost for all sales to Eligible Target Resellers.
In no case will any Target Reseller remain eligible for credits
longer
than two (2) years from the original date of this Agreement, at
which
point Distributor will purchase all Products at Standard Discounts
without rebate credit.
In addition to the target reseller list discussed above Xylogics
will
provide DISTRIBUTOR with a complete and continuously updated list
of
all resellers doing business with Xylogics, for the sole purpose of
coordinating sales and marketing efforts between our companies.
<PAGE>
End User License Agreement
NOTICE TO END USER
DO NOT OPEN SOFTWARE PACKAGE UNTIL YOU HAVE READ THIS
AGREEMENT
Our software license is displayed on this document so you can read
it
before opening the software package. DO NOT OPEN the software
package
until you have carefully read this Agreement. BY OPENING THE
SOFTWARE
PACKAGE YOU ACCEPT ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT.
If
you do not agree with the terms and conditions of this Agreement,
promptly return all items, including hardware, written material and
software package, UNOPENED, to Xylogics, Inc. for a full refund.
In consideration for acquiring a license to use the software and
related documentation contained in this package ("Software"), you
agree to the following terms and conditions:
1. GRANT OF LICENSE. Xylogics grants to you a nonexclusive,
nontransferable license, without the power to sublicense (a) to use
the
Software solely in connection with the use of the Xylogics hardware
product provided herewith, and (b) to make one copy of the Software
solely for backup or archival purposes. You shall have no right to
use
or otherwise deal with the LAT Protocol included in the Software
unless
you have paid the separate fee applicable to the LAT Protocol.
Upon
payment of such fee, you shall have a license to use the LAT
Protocol
on that number of ports for which you have paid the fee, on the
terms
and conditions, and subject to the restrictions set forth in this
Agreement. You must place on any copy of the Software the same
copyright and other proprietary rights notices as appears on the
original, or any other reasonable notice which Xylogics may require
from time to time. You must not transfer, sell, assign, rent,
distribute or otherwise make available any copies of the Software
to
others. Xylogics reserves all rights not expressly granted to you.
YOU MAY NOT MODIFY, TRANSLATE, DISASSEMBLE, OR DECOMPILE THE
SOFTWARE
OR ANY COPY, IN WHOLE OR IN PART.
<PAGE>
2. PROPRIETARY RIGHTS. For purposes of Section 117 of the
Copyright
Act of 1976, as amended, and for all other purposes, Xylogics
and/or
its licensor shall be considered the owner of the Software and all
copyright, trade secret, patent and other property rights relating
to
the Software. The nonexclusive license set forth in this Agreement
is
not a sale of the Software or any copy. You acknowledge that the
Software contains valuable confidential information of Xylogics
and/or
its licensor. You agree to hold all such information in the
strictest
of confidence, and agree not to disclose such information to anyone
other than your employees with a bona fide need to know.
3. NO OTHER RIGHTS. Except as stated above, this Agreement does
not
grant you any rights to patents, copyrights, trade secrets, trade
names, trademarks (whether registered or unregistered), or any
other
rights, franchises, or licenses in respect of the Software.
4. TERM. The license is effective until terminated. You may
terminate the license at any time by destroying or returning to
Xylogics the Software (including the related documentation)
together
with all copies or modifications in any form. Xylogics will have
the
right to terminate this license immediately if you fail to comply
with
any term or condition of this Agreement. Upon any termination you
must
destroy or return to Xylogics the Software (and documentation)
together
with all copies or modifications in any form, and all other
confidential material provided by Xylogics which is in your
possession
at the time of termination.
5. LIMITED SOFTWARE WARRANTY.
a. Xylogics warrants solely to you that the Software will
perform substantially in accordance with the user's manual for a
period of ninety (90) days after delivery to you ("Warranty
Period"). You must report all defects within the Warranty Period
to be eligible for warranty service.
<PAGE>
b. If the Software fails to comply with this limited
warranty,
Xylogics will, at its option and at no cost to you, use reasonable
efforts to correct errors you discover which fall within this
limited
warranty provision and which you report during the Warranty Period,
or
replace the Software or refund the license fee paid for the
Software
provided you return the Software. Xylogics' obligations, under
this
limited warranty are expressly conditioned upon your proper use,
management and supervision of the Software. No warranty shall
extend to
any Software which has been altered or modified by or on behalf of
any
person other than Xylogics.
c. Xylogics does not represent that the use or performance of
the
Software will be uninterrupted or error-free. Xylogics does not
and
cannot warrant the performance or results you may obtain by using
the
Software or documentation. The foregoing states the sole and
exclusive
remedies Xylogics will provide for breach of warranty. EXCEPT FOR
THE
FOREGOING 90-DAY LIMITED WARRANTY, XYLOGICS EXPRESSLY DISCLAIMS ANY
WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO
WARRANTIES
AS TO PERFORMANCE, NONINFRINGEMENT OF THIRD PARTY RIGHTS,
MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE.
6. LIMIT OF LIABILITY. IN NO EVENT WILL XYLOGICS BE LIABLE TO YOU
OR ANY THIRD PARTY FOR ANY SPECIAL DAMAGES, INCLUDING ANY LOST
PROFITS,
LOST SAVINGS OR OTHER INCIDENTAL OR CONSEQUENTIAL DAMAGES, EVEN IF
XYLOGICS OR ANY XYLOGICS REPRESENTATIVE HAS BEEN ADVISED, KNEW OR
SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT
SHALL XYLOGICS' LIABILITY ARISING FROM ANY CAUSE OR ACTION
WHATSOEVER
WITH RESPECT TO THE SOFTWARE EXCEED THE LICENSE FEE PAID BY YOU.
7. EXPORT. You acknowledge that the laws and regulations of the
United States restrict the export and re-export of the Software.
You
agree that you will not export or re-export the Software or media
in
any form without the appropriate United States and foreign
government
approval.
8. GOVERNMENT END USERS. If you are acquiring the Software on
behalf of any unit or agency of the United States Government, the
following provisions apply:
<PAGE>
a. You acknowledged that the Software: (1) was developed at
private expense, and no part of it was developed with government
funds, (2) is a trade secret for all purposes of the Freedom of
Information Act, (3) is "commercial computer software" subject to
limited utilization as provided in this Agreement and (4) in all
respects is proprietary data belonging to Xylogics and/or its
licensor.
b. For units of the Department of Defense ("DoD"), the Software
is licensed only with "Restricted Rights" as that term is defined
in the DoD supplement to the Federal Acquisition Regulations,
252.227-7013(c)(1)(ii).
RESTRICTED RIGHTS LEGEND
Use duplication or disclosure by the Government is subject
to restrictions as set forth in paragraph (c)(1)(ii) of the
Rights in Technical Data and Computer Software clause at
DFARS 252.227-7013. Xylogics, Inc., 53 Third Avenue,
Burlington, MA 01803.
c. For government agencies other than the DoD, the software is
licensed only with "Restricted Rights" as provided for in the
Federal Acquisition Regulation 52.227-19.
Notice - Notwithstanding any other lease or license
agreement that may pertain to, or accompany the delivery of,
this computer software, the rights of the Government
regarding its use, reproduction, and disclosure are set
forth in section 52.227-19 of the Federal Acquisition
Regulations and in this Agreement.
9. CHOICE OF LAW. This agreement will be governed by the laws of
the Commonwealth of Massachusetts as applied to transactions taking
place wholly within Massachusetts between Massachusetts residents.
<PAGE>
10. INTEGRATION. You acknowledge that you have read this
Agreement,
understand it, and that by opening the package you agree to be
bound by
its terms and conditions. You further agree that it is the
complete
and exclusive statement of the agreement between Xylogics and you
which
supersedes any proposal or prior agreement, oral or written, and
any
other communications between xylogics and you relating to the
subject
matter of this Agreement. No variation of the terms of this
Agreement
or any different terms will be enforceable against Xylogics unless
Xylogics gives its express consent, including an express waiver of
the
terms of this Agreement, in writing signed by an officer of
Xylogics.
If you have any questions concerning this Agreement, please
contact Xylogics in writing at 53 Third Street, Burlington, MA
01803
