10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES

EXCHANGE ACT OF 1934

FOR THE QUARTERLY PERIOD ENDED OCTOBER 29, 2005

OR

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES

EXCHANGE ACT OF 1934

FOR THE TRANSITION PERIOD FROM              TO             

COMMISSION FILE NUMBER 000-27273

SYCAMORE NETWORKS, INC.

(Exact name of registrant as specified in its charter)

Delaware	04-3410558
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

220 Mill Road

Chelmsford, Massachusetts 01824

(Address of principal executive offices)

(Zip code)

(978) 250-2900

(Registrant’s telephone number, including area code)

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 by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).

Yes  x     No  ¨.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes  ¨    No  x .

The number of shares outstanding of the Registrant’s Common Stock as of November 18, 2005 was 276,781,535.

Sycamore Networks, Inc.

Index		Page No.
Part I.	FINANCIAL INFORMATION	3
Item 1.	Financial Statements (unaudited)	3
	Consolidated Balance Sheets as of October 29, 2005 and July 31, 2005	3
	Consolidated Statements of Operations for the three months ended October 29, 2005 and October 30, 2004	4
	Consolidated Statements of Cash Flows for the three months ended October 29, 2005 and October 30, 2004	5
	Notes to Consolidated Financial Statements	6
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	17
Item 3.	Quantitative and Qualitative Disclosure About Market Risk	37
Item 4.	Controls and Procedures	37
Part II.	OTHER INFORMATION	38
Item 1.	Legal Proceedings	38
Item 6.	Exhibits	40
Signature		41

2

Part I. Financial Information

Item 1. Financial Statements

SYCAMORE NETWORKS, INC.

Consolidated Balance Sheets

(in thousands, except par value)

(unaudited)

	October 29, 2005			July 31, 2005
Assets
Current assets:
Cash and cash equivalents	$	304,971		$	508,281
Short-term investments		650,300			446,258
Accounts receivable, net of allowance for doubtful accounts of $4,132 at October 29, 2005 and July 31, 2004		18,056			8,384
Inventories		5,866			5,445
Prepaids and other current assets		3,379			3,812
Total current assets		982,572			972,180
Property and equipment, net		7,994			8,437
Long-term investments		—			496
Other assets		915			950
Total assets	$	991,481		$	982,063
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable	$	4,012		$	2,144
Accrued compensation		1,969			3,640
Accrued warranty		1,482			1,654
Accrued expenses		3,965			4,209
Accrued restructuring costs		7,672			8,455
Reserve for contingencies		10,282			10,282
Deferred revenue		7,669			8,700
Other current liabilities		1,913			1,850
Total current liabilities		38,964			40,934
Long term deferred revenue		2,234			1,584
Total liabilities		41,198			42,518
Stockholders’ equity:
Preferred stock, $.01 par value; 5,000 shares authorized; none issued or outstanding		—			—
Common stock, $.001 par value; 2,500,000 shares authorized; 276,594 and 276,046 shares issued at October 29, 2005 and July 31, 2005, respectively		277			276
Additional paid-in capital		1,783,433			1,780,243
Accumulated deficit		(831,679	)		(838,533	)
Deferred compensation		—			(35	)
Accumulated other comprehensive loss		(1,748	)		(2,406	)
Total stockholders’ equity		950,283			939,545
Total liabilities and stockholders’ equity	$	991,481		$	982,063

The accompanying notes are an integral part of the consolidated financial statements.

3

SYCAMORE NETWORKS, INC.

Consolidated Statements of Operations

(in thousands, except per share amounts)

(unaudited)

	Three Months Ended
	October 29, 2005			October 30, 2004
Revenue:
Product	$	22,033		$	10,939
Service		5,265			3,276
Total revenue		27,298			14,215
Cost of revenue:
Product		10,577			6,623
Service		2,364			1,917
Stock-based compensation:
Product		43			64
Service		280			60
Total cost of revenue.		13,264			8,664
Gross profit		14,034			5,551
Operating expenses:
Research and development		7,713			11,672
Sales and marketing		2,637			3,144
General and administrative		2,898			2,248
Stock-based compensation:
Research and development		625			287
Sales and marketing		242			48
General and administrative		276			213
Total operating expenses		14,391			17,612
Loss from operations		(357	)		(12,061	)
Interest and other income, net		7,430			4,198
Income (loss) before income taxes		7,073			(7,863	)
Income tax expense		219			—
Net income (loss)	$	6,854		$	(7,863	)
Net income (loss) per share:
Basic	$	0.02		$	(0.03	)
Diluted	$	0.02		$	(0.03	)
Weighted average shares outstanding:
Basic		276,273			274,030
Diluted		279,133			274,030

The accompanying notes are an integral part of the consolidated financial statements.

4

SYCAMORE NETWORKS, INC.

Consolidated Statements of Cash Flows

(in thousands)

(unaudited)

	Three Months Ended
	October 29, 2005			October 30, 2004
Cash flows from operating activities:
Net income (loss)	$	6,854		$	(7,863	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		861			1,377
Stock-based compensation		1,466			672
Loss on disposal of property and equipment		115			—
Adjustments to provision for excess and obsolete inventory		(238	)		—
Changes in operating assets and liabilities:
Accounts receivable		(9,672	)		4,326
Inventories		(183	)		(403	)
Prepaids and other current assets		(290	)		(1,064	)
Deferred revenue		(381	)		(1,812	)
Accounts payable		1,868			(524	)
Accrued expenses and other current liabilities		(2,024	)		802
Accrued restructuring costs		(783	)		(1,079	)
Net cash used in operating activities		(2,407	)		(5,568	)
Cash flows from investing activities:
Purchases of property and equipment		(533	)		(1,038	)
Purchases of investments		(361,201	)		(72,553	)
Maturities of investments		158,313			217,772
Decrease in other assets		35			19
Net cash (used in) provided by investing activities		(203,386	)		144,200
Cash flows from financing activities:
Proceeds from issuance of common stock		2,483			2,219
Net cash provided by financing activities		2,483			2,219
Net (decrease) increase in cash and cash equivalents		(203,310	)		140,851
Cash and cash equivalents, beginning of period		508,281			45,430
Cash and cash equivalents, end of period	$	304,971		$	186,281

The accompanying notes are an integral part of the consolidated financial statements.

5

SYCAMORE NETWORKS, INC.

Notes To Consolidated Financial Statements

1. Description of Business

Sycamore Networks, Inc. (the “Company”) was incorporated in Delaware on February 17, 1998. The Company is a leading provider of intelligent optical switching products that form the reliable foundation for some of the world’s most respected and innovative communications networks. Sycamore’s fully integrated edge-to-core optical switching solutions enable network operators to efficiently and cost-effectively provision and manage optical network capacity to support a wide range of voice, video and data services.

2. Basis of Presentation

The accompanying financial data as of October 29, 2005 and for the three months ended October 29, 2005 and October 30, 2004 has been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to such rules and regulations. However, the Company believes that the disclosures are adequate to make the information presented not misleading. These consolidated financial statements should be read in conjunction with the consolidated financial statements and the notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended July 31, 2005 filed with the SEC.

In the opinion of management, all adjustments necessary to present a fair statement of financial position as of October 29, 2005 and results of operations and cash flows for the periods ended October 29, 2005 and October 30, 2004 have been made. The results of operations and cash flows for the period ended October 29, 2005 are not necessarily indicative of the operating results and cash flows for the full fiscal year or any future periods.

3. Stock-Based Compensation

Effective August 1, 2005, the Company adopted the provisions of Statement of Financial Accounting Standards No. 123R, (“SFAS 123R”) “Share-Based Payment,” which establishes accounting for equity instruments exchanged for employee services. Under the provisions of SFAS No. 123R, share-based compensation cost is measured at the grant date, based on the calculated fair value of the award, and is recognized as an expense over the employee’s requisite service period (generally the vesting period of the equity grant). Prior to August 1, 2005, the Company accounted for share-based compensation to employees in accordance with Accounting Principles Board Opinion (“APB”) No. 25, “Accounting for Stock Issued to Employees,” and related interpretations. The Company also followed the disclosure requirements of SFAS No. 123, “Accounting for Stock-Based Compensation”, as amended by SFAS 148, “Accounting for Stock-Based Compensation—Transition and Disclosure”. The Company elected to adopt the modified prospective transition method as provided by SFAS No. 123R and, accordingly, financial statement amounts for the prior periods presented in this Form 10-Q have not been restated to reflect the fair value method of expensing share-based compensation.

6

The following table presents share-based compensation expenses included in the Company’s consolidated statements of operations:

	Three Months Ended October 29, 2005
Cost of product revenue	$	43
Cost of service revenue		280
Research and development		625
Sales and marketing		242
General and administrative		276
Share-based compensation expense before tax		1,466
Income tax benefit		(45	)
Net compensation expense	$	1,421

The Company estimates the fair value of stock options using the Black-Scholes valuation model. Key input assumptions used to estimate the fair value of stock options include the exercise price of the award, the expected option term, the expected volatility of the Company’s stock over the option’s expected term, the risk-free interest rate over the option’s expected term, and the Company’s expected annual dividend yield. The Company believes that the valuation technique and the approach utilized to develop the underlying assumptions are appropriate in calculating the fair values of the Company’s stock options granted in the three months ended October 29, 2005. Estimates of fair value are not intended to predict actual future events or the value ultimately realized by persons who receive equity awards.

The fair value of each option grant was estimated on the grant date using the Black-Scholes option-pricing model with the following assumptions:

	Three Months Ended October 29, 2005
Expected option term (1)	6.5 years
Expected volatility factor (2)	62%
Risk-free interest rate (3)	4.6%
Expected annual dividend yield	0%

(1) The option term was determined using the simplified method for estimating expected option life, which qualify as “plain-vanilla” options.

(2) The stock volatility for each grant is measured using the weighted average of historical daily price changes of the Company’s common stock over the most recent period equal to the expected option life of the grant, adjusted for activity which is not expected to occur in the future.

(3) The risk-free interest rate for periods equal to the expected term of the share option is based on the U.S. Treasury yield curve in effect at the time of grant.

The Company did not recognize compensation expense for employee share-based awards for the three months ended October 30, 2004, when the exercise price of the Company’s employee stock awards equaled the market price of the underlying stock on the date of grant. The Company did recognize compensation expense under APB 25 relating to certain stock options and restricted stock with exercise prices below fair market value on the date of grant.

7

The Company had previously adopted the provisions of Statement of Financial Accounting Standards No. 123, “Accounting for Stock-Based Compensation,” (“SFAS 123”), as amended by SFAS No. 148, “Accounting for Stock-Based Compensation—Transition and Disclosure” through disclosure only. The following table illustrates the effects on net income and earnings per share for the three months ended October 30, 2004 as if the Company had applied the fair value recognition provisions of SFAS 123 to share-based employee awards.

	Three Months Ended October 30, 2004
Net loss as reported:	$	(7,863	)
Stock-based compensation expense included in reported net loss under APB 25		672
Stock-based compensation expense that would have been included in reported net loss if the fair value provisions of FAS 123 had been applied to all awards		(28,753	)
Pro forma net loss	$	(35,944	)
Basic and diluted net loss per share:
As reported	$	(0.03	)
Pro forma	$	(0.13	)

The fair value of each option grant was estimated on the grant date using the Black-Scholes option pricing model with the following assumptions:

	Three Months Ended October 30, 2004
Expected option term	5 years
Expected volatility factor	90.3%
Risk-free interest rate	3.3%
Expected annual dividend yield	0%

Stock Incentive Plans

The Company currently has three primary stock incentive plans: the 1998 Stock Incentive Plan (the “1998 Plan”), the 1999 Stock Incentive Plan (the “1999 Plan”) and the Sirocco 1998 Stock Option Plan (the “Sirocco 1998 Plan”). A total of 147,190,214 shares of common stock have been reserved for issuance under these plans. The 1999 Plan is the only one of the three primary plans under which new awards are currently being issued. The total amount of shares that may be issued under the 1999 Plan is the remaining shares to be issued under the 1998 Plan, plus 25,000,000 shares, plus an annual increase equal to the lesser of (i) 18,000,000 shares, (ii) 5% of the outstanding shares on August 1 of each year, or (iii) a lesser number as determined by the Board. The plans provide for the grant of incentive stock options, nonstatutory stock options, restricted stock awards and other stock-based awards to officers, employees, directors, consultants and advisors of the Company. No participant may receive any award, or combination of awards, for more than 1,500,000 shares in any calendar year. Options may be granted at an exercise price less than, equal to or greater than the fair market value on the date of grant. The Board determines the term of each option, the option exercise price, and the vesting terms. Stock options generally expire ten years from the date of grant and vest over three to five years.

All employees who have been granted options by the Company under the 1998 and 1999 Plans are eligible to elect immediate exercise of all such options. However, shares obtained by employees who elect to exercise prior to the original option vesting schedule are subject to the Company’s right of repurchase, at the option exercise price, in the event of termination. The Company’s repurchase rights lapse at the same rate as the shares would have become vested under the original vesting schedule. As of October 29, 2005, there were no shares related to immediate option exercises subject to repurchase by the Company through fiscal 2006.

8

Stock option activity under all of the Company’s stock plans since July 31, 2004 is summarized as follows:

	Number of Shares			Weighted Average Exercise Price
Outstanding at July 31, 2004		30,846,472		$	6.95
Options granted		1,626,500			3.77
Options exercised		(1,595,084	)		2.65
Options canceled		(4,192,193	)		7.15
Outstanding at July 31, 2005		26,685,695		$	6.98
Options granted		84,750			3.58
Options exercised		(547,094	)		3.22
Options canceled		(1,540,491	)		12.18
Outstanding at October 29, 2005		24,682,860		$	6.72
Options exercisable at end of period		24,682,860		$	6.72
Weighted average fair value of options granted	$	2.26

The following table summarizes information about stock options outstanding at October 29, 2005:

	Options Outstanding				Vested Options
Range of Exercise Prices	Number of Shares Outstanding	Weighted Average Remaining Contract Life	Weighted Average Exercise Price		Number Exercisable	Weighted Average Exercise Price
$  0.11—$    3.34	8,059,662	6.1	$	2.92	7,338,583	$	2.93
$  3.37—$    4.69	7,439,680	7.9	$	3.82	4,096,402	$	3.89
$  4.89—$    4.89	4,968,645	6.2	$	4.89	4,968,645	$	4.89
$  4.91—$  29.13	3,619,473	4.9	$	10.84	3,540,023	$	10.83
$36.38—$154.00	595,400	4.6	$	84.74	593,650	$	84.84
$  0.11—$154.00	24,682,860	6.4	$	6.72	20,537,303	$	7.33

The aggregate intrinsic value of outstanding options as of October 29, 2005 was $7.5 million. The intrinsic value of options exercised during the period was $0.3 million. The intrinsic value of options vested during the period was $6.7 million.

The following table summarizes the status of the Company’s nonvested shares since July 31, 2005:

	Number of Shares		Weighted Average Fair Value
Nonvested at July 31, 2005	5,056,157		$	2.58
Granted	84,750			2.26
Vested	(783,899	)		3.12
Forfeited	(211,451	)		2.33
Nonvested at October 29, 2005	4,145,557		$	2.48

As of October 29, 2005, there was $6.9 million of total unrecognized compensation cost related to nonvested share-based compensation arrangements granted under the Company’s stock plans. That cost is expected to be recognized over a weighted-average period of 1.3 years.

9

4. Net Income (Loss) Per Share

Basic net income (loss) per share is computed by dividing the net income (loss) for the period by the weighted-average number of common shares outstanding during the period less unvested restricted stock. Diluted net income (loss) per share is computed by dividing the net income (loss) for the period by the weighted-average number of common and common equivalent shares outstanding during the period, if dilutive. The dilutive effect of outstanding options and restricted stock is reflected in diluted earnings per share by application of the treasury stock method, which includes consideration of stock-based compensation required under SFAS 123R.

The following table sets forth the computation of basic and diluted net income (loss) per share (in thousands, except per share data):

	Three Months Ended
	October 29, 2005		October 30, 2004
Numerator:
Net income (loss)	$	6,854	$	(7,863	)
Denominator:
Weighted-average shares of common stock outstanding		276,273		274,149
Weighted-average shares subject to repurchase		—		(119	)
Shares used in per-share calculation—basic		276,273		274,030
Weighted-average shares of common stock outstanding		276,273		274,030
Weighted common stock equivalents		2,860		—
Shares used in per-share calculation—diluted		279,133		274,030
Net income (loss) per share:
Basic	$	0.02	$	(0.03	)
Diluted	$	0.02	$	(0.03	)

Options to purchase 16.6 million shares of common stock were not included in the calculation of diluted net income per share for the three months ended October 29, 2005 because the sum of the option exercise proceeds, including the unrecognized compensation and unrecognized future tax benefit, exceeded the average stock price and therefore would be antidilutive.

5. Inventories

Inventories consisted of the following (in thousands):

	October 29, 2005		July 31, 2005
Raw materials	$	1,054	$	889
Work in process		1,796		1,221
Finished goods		3,016		3,335
Total	$	5,866	$	5,445

10

6. Comprehensive Income (Loss)

The components of comprehensive income (loss) consisted of the following (in thousands):

	Three Months Ended
	October 29, 2005		October 30, 2004
Net income (loss)	$	6,854	$	(7,863	)
Unrealized gain on investments, net of tax of $20		638		810
Comprehensive income (loss)	$	7,492	$	(7,053	)

7. Restructuring Charges and Related Asset Impairments

In fiscal 2001, the telecommunications industry began a severe decline which has impacted equipment suppliers, including the Company. In response to the telecommunications industry downturn, the Company has enacted four separate restructuring programs: the first in the third quarter of fiscal 2001 (the “fiscal 2001 restructuring”), the second in the first quarter of fiscal 2002 (the “first quarter fiscal 2002 restructuring”), the third in the fourth quarter of fiscal 2002 (the “fourth quarter fiscal 2002 restructuring”), and the fourth in the third quarter of fiscal 2005 (the “third quarter fiscal 2005 restructuring”). During fiscal 2002, as a result of the combined activity under all of the restructuring programs, the Company recorded a total net charge of $241.5 million, which was classified in the statement of operations as follows: cost of revenue—$91.7 million, operating expenses—$125.0 million, and non-operating expenses—$24.8 million. The originally recorded restructuring charges were subsequently reduced by credits totaling $14.6 million (cost of revenue—$10.8 million and operating expenses—$3.8 million). During fiscal 2003, due to various changes in estimates relating to the prior restructuring programs, the Company recorded a credit of $0.5 million classified as cost of revenue, and a net credit of $4.4 million classified as operating expenses. During the fourth quarter of fiscal 2004, the Company recorded a net charge of $0.3 million to operating expense resulting from changes in estimates relating to its restructuring programs. During fiscal 2005, due to changes in estimates relating to its restructuring programs, the Company recorded a net charge of $0.4 million to operating expense. In the event that other contingencies associated with the restructuring programs occur, or the estimates associated with the restructuring programs are revised, the Company may be required to record additional charges or credits against the reserves previously recorded for its restructuring programs.

As of October 29, 2005, the future restructuring cash payments of $7.7 million consist primarily of facility consolidation charges that will be paid over the respective lease terms through fiscal 2007 and potential legal matters.

Details regarding each of the restructuring programs are described below.

Fiscal 2001 Restructuring:

The fiscal 2001 restructuring program included a workforce reduction of 131 employees, consolidation of excess facilities, and the restructuring of certain business functions to eliminate non-strategic products and overlapping feature sets. The Company recorded restructuring charges and related asset impairments of $81.9 million classified as operating expenses and an excess inventory charge of $84.0 million relating to discontinued product lines, which was classified as cost of revenue. The restructuring charges included amounts accrued for potential legal matters, administrative expenses and professional fees associated with the restructuring programs, including employment termination related claims. The Company substantially completed the fiscal 2001 restructuring program during the first half of fiscal 2002.

11

First Quarter Fiscal 2002 Restructuring:

The first quarter fiscal 2002 restructuring program included a workforce reduction of 239 employees, consolidation of excess facilities and charges related to excess inventory and other asset impairments. As a result, the Company recorded restructuring charges and related asset impairments of $77.3 million classified as operating expenses and an excess inventory charge of $102.4 million classified as cost of revenue. In addition, the Company recorded charges totaling $22.7 million, classified as a non-operating expense, relating to impairments of investments in non-publicly traded companies that were determined to be other than temporary. The restructuring charges included $7.1 million of costs relating to the workforce reduction, $11.2 million related to the write-down of certain land, lease terminations and non-cancelable lease costs and $6.0 million for potential legal matters, administrative expenses and professional fees associated with the restructuring programs, including employment termination related claims. The restructuring charges also included $102.4 million for inventory write-downs and non-cancelable purchase commitments for inventories due to a severe decline in the forecasted demand for the Company’s products and $53.1 million for asset impairments related to the Company’s vendor financing agreements and fixed assets that the Company abandoned. The first quarter fiscal 2002 restructuring program was substantially completed during the fourth quarter of fiscal 2002.

Fourth Quarter Fiscal 2002 Restructuring:

The fourth quarter fiscal 2002 restructuring program included a workforce reduction of 225 employees, consolidation of excess facilities, and the restructuring of certain business functions to eliminate non-strategic products. This included discontinuing the development of the Company’s standalone transport products, including the SN 8000 Intelligent Optical Transport Node and the SN 10000 Intelligent Optical Transport System. As a result, the Company recorded restructuring charges and related asset impairments of $51.5 million classified as operating expenses. In addition, the Company recorded a charge of $2.1 million, classified as a non-operating expense, relating to impairments of investments in non-publicly traded companies that were determined to be other than temporary. The restructuring charges included $8.7 million of costs relating to the workforce reduction, $5.6 million for lease terminations and non-cancelable lease costs and $14.5 million relating to potential legal matters, contractual commitments, administrative expenses and professional fees related to the restructuring programs, including employment termination related claims. The restructuring charges also included $22.6 million of costs relating to asset impairments, which primarily included fixed assets that were disposed of, or abandoned, due to the rationalization of the Company’s product offerings and the consolidation of excess facilities. The fourth quarter fiscal 2002 restructuring program was substantially completed during the first half of fiscal 2003.

As of October 29, 2005, the future restructuring cash payments for the fiscal 2001, the first quarter fiscal 2002 and the fourth quarter fiscal 2002 restructuring programs of $7.6 million consist primarily of facility consolidation charges that will be paid over the respective lease terms through fiscal 2007 and potential legal matters.

The restructuring charges and related asset impairments recorded in the fiscal 2001, the first quarter fiscal 2002 and the fourth quarter fiscal 2002 restructuring programs, and the reserve activity since that time, are summarized as follows (in thousands):

	Original Restructuring Charge		Non-cash Charges		Payments		Adjustments		Accrual Balance at July 31, 2005		Payments		Accrual Balance at October 29, 2005
Workforce reduction	$	19,993	$	1,816	$	16,438	$	1,739	$	—	$	—	$	—
Facility consolidations and certain other costs		61,750		9,786		37,613		5,969		8,382		735		7,647
Inventory and asset write-downs		315,373		210,149		94,420		10,804		—		—		—
Losses on investments		24,845		24,845		—		—		—		—		—
Total	$	421,961	$	246,596	$	148,471	$	18,512	$	8,382	$	735	$	7,647

12

Third Quarter Fiscal 2005 Restructuring:

During the third quarter of fiscal 2005, the Company enacted a fourth restructuring plan and reduced its workforce by approximately 20 employees due to a rationalization of certain R&D initiatives. The Company recorded a restructuring charge of $0.7 million that was comprised of expenses related to the workforce reduction and contract termination costs. As a result of the third quarter fiscal 2005 restructuring, the Company wrote down $0.2 million of certain development assets to their fair value based on the expected discounted cash flows they would generate over their remaining economic life. Due to the short remaining economic life and current market conditions for such assets, the fair value of these assets was estimated to be zero.

As of October 29, 2005, the future restructuring cash payments of $25,000 consist primarily of expenses related to contract termination costs which will be paid in the second quarter of fiscal 2006.

8. Recent Accounting Pronouncements

In November 2004, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standards No. 151 (“SFAS 151”), Inventory Costs, which clarifies the accounting for abnormal amounts of idle facility expense, freight, handling costs, and wasted material. SFAS 151 will be effective for inventory costs incurred during fiscal years beginning after June 15, 2005. The adoption of this statement did not have a material impact on our financial statements.

In December 2004, the FASB issued Statement of Financial Accounting Standards No. 123 (Revised 2004), “Share-Based Payment (“SFAS 123R”)”. SFAS 123R requires all share-based payments to employees, including grants of employee stock options, to be recognized as compensation expense in the consolidated financial statements based on their fair values. In March 2005, the SEC issued Staff Accounting Bulletin 107 (“SAB 107”) to assist preparers by simplifying some of the implementation challenges of SFAS 123R. The adoption of SFAS 123R requires additional accounting related to the income tax effects and additional disclosure regarding the cash flow effects resulting from share-based payment arrangements. The adoption of SFAS 123R in the first quarter of fiscal 2006 had a material impact on the Company’s consolidated statements of operations, financial position and statement of cash flows. For more information on stock-based compensation costs during the first quarter of fiscal 2006, see Note 3—Stock-Based Compensation.

In June 2005, the FASB issued FSP No. FAS 143-1, Accounting for Electronic Equipment Waste Obligations (“FSP143-1”). FSP 143-1 provides guidance in accounting for obligations associated with Directive 2002/96/EC (the “Directive”) on Waste Electrical and Electronic Equipment adopted by the European Union. FSP 143-1 is required to be applied to the later of the first reporting period ending after June 6, 2005 or the date of the Directive’s adoption into law by the applicable EU member countries in which we have significant operations. The Directive distinguished between “new” and “historical” waste. New waste relates to products put on the market after August 13, 2005. FSP 143-1 directs commercial users to apply the provisions of FASB Statement No. 143, Accounting for Asset Retirement Obligations, and the related FASB interpretation No. 47, Accounting for Conditional Asset Retirement Obligations, for the measurement and recognition of the liability and asset retirement obligation associated with the historical waste management requirements of the Directive. Additionally, FSP 143-1 provides guidance for the accounting by producers for the financial of the obligations of historical waste held by private households.

We adopted FSP 143-1 in the first quarter of fiscal 2006 and concluded that no significant liability had been incurred as of October 29, 2005. We are continuing to analyze the impact of the Directive, and FSP 143-1, on our financials position and results of operations as additional EU member countries adopt the Directive.

13

9. Commitments and Contingencies

Litigation

Beginning on July 2, 2001, several purported class action complaints were filed in the United States District Court for the Southern District of New York against the Company and several of its officers and directors (the “Individual Defendants”) and the underwriters for the Company’s initial public offering on October 21, 1999. Some of the complaints also include the underwriters for the Company’s follow-on offering on March 14, 2000. The complaints were consolidated into a single action and an amended complaint was filed on April 19, 2002. The amended complaint, which is the operative complaint, was filed on behalf of persons who purchased the Company’s common stock between October 21, 1999 and December 6, 2000. The amended complaint alleges claims against the Company, several of the Individual Defendants and the underwriters for violations under Sections 11 and 15 of the Securities Act of 1933, as amended (the “Securities Act”), primarily based on the assertion that the Company’s lead underwriters, the Company and several of the Individual Defendants made material false and misleading statements in the Company’s Registration Statements and Prospectuses filed with the Securities and Exchange Commission, or the SEC, in October 1999 and March 2000 because of the failure to disclose (a) the alleged solicitation and receipt of excessive and undisclosed commissions by the underwriters in connection with the allocation of shares of common stock to certain investors in the Company’s public offerings and (b) that certain of the underwriters allegedly had entered into agreements with investors whereby underwriters agreed to allocate the public offering shares in exchange for which the investors agreed to make additional purchases of stock in the aftermarket at pre-determined prices. It also alleges claims against the Company, the Individual Defendants and the underwriters under Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), primarily based on the assertion that the Company’s lead underwriters, the Company and the Individual Defendants defrauded investors by participating in a fraudulent scheme and by making materially false and misleading statements and omissions of material fact during the period in question. The amended complaint seeks damages in an unspecified amount.

The action against the Company is being coordinated with approximately three hundred other nearly identical actions filed against other companies. Due to the large number of nearly identical actions, the Court has ordered the parties to select up to twenty “test” cases. To date, along with sixteen other cases, the Company’s case has been selected as one such test case. As a result, among other things, the Company will be subject to broader discovery obligations and expenses in the litigation than non-test case issuer defendants.

On October 9, 2002, the court dismissed the Individual Defendants from the case without prejudice based upon Stipulations of Dismissal filed by the plaintiffs and the Individual Defendants. This dismissal disposed of the Section 15 and Section 20(a) claims without prejudice, because these claims were asserted only against the Individual Defendants. On October 13, 2004, the court denied the certification of a class in the action against the Company with respect to the Section 11 claims alleging that the defendants made material false and misleading statements in the Company’s Registration Statement and Prospectuses. The certification was denied because no class representative purchased shares between the date of the IPO and January 19, 2000 (the date unregistered shares entered the market), and thereafter suffered a loss on the sale of those shares. The court certified a class in the action against the Company with respect to the Section 10(b) claims alleging that the Company and the Individual Defendants defrauded investors by participating in a fraudulent scheme and by making materially false and misleading statements and omissions of material fact during the period in question.

The Company, the Individual Defendants, the plaintiff class and the vast majority of the other approximately three hundred issuer defendants and the individual defendants currently or formerly associated with those companies approved a settlement and related agreements (the “Settlement Agreement”) which set forth the terms of a settlement between these parties. Among other provisions, the Settlement Agreement provides for a release of the Company and the Individual Defendants for the conduct alleged in the action to be wrongful and for the Company to undertake certain responsibilities, including agreeing to assign away, not assert, or release, certain potential claims the Company may have against its underwriters. In addition, no payments will be required by the issuer defendants under the Settlement Agreement to the extent plaintiffs

14

recover at least $1 billion from the underwriter defendants, who are not parties to the Settlement Agreement and have filed a memorandum of law in opposition to the approval of the Settlement Agreement. To the extent that plaintiffs recover less than $1 billion from the underwriter defendants, the approximately three-hundred issuer defendants are required to make up the difference. It is anticipated that any potential financial obligation of the Company to plaintiffs pursuant to the terms of the Settlement Agreement will be covered by existing insurance. The Company currently is not aware of any material limitations on the expected recovery of any potential financial obligation to the plaintiffs from the Company’s insurance carriers. The Company’s insurance carriers are solvent, and the Company is not aware of any uncertainties as to the legal sufficiency of an insurance claim with respect to any recovery by the plaintiffs. Therefore, we do not expect that the Settlement Agreement will involve any payment by the Company. If material limitations on the expected recovery of any potential financial obligation to the plaintiffs from the Company’s insurance carriers should arise, the Company’s maximum financial obligation to plaintiffs pursuant to the Settlement Agreement would be less than $3.4 million. On February 15, 2005, the Court granted preliminary approval of the settlement agreement, subject to certain modifications consistent with its opinion. Those modifications have been made. There is no assurance that the court will grant final approval to the settlement. If the Settlement Agreement is not approved and the Company is found liable, we are unable to estimate or predict the potential damages that might be awarded, whether such damages would be greater than the Company’s insurance coverage, and whether such damages would have a material impact on our results of operations or financial condition in any future period.

On April 1, 2003, a complaint was filed against the Company in the United States Bankruptcy Court for the Southern District of New York by the creditors’ committee (the “Committee”) of 360networks (USA), inc. and 360networks services inc. (the “Debtors”). The Debtors are the subject of a Chapter 11 bankruptcy proceeding but are not plaintiffs in the complaint filed by the Committee. The complaint seeks recovery of alleged preferential payments in the amount of approximately $16.1 million, plus interest. The Committee alleges that the Debtors made the preferential payments under Section 547(b) of the Bankruptcy Code to the Company during the 90-day period prior to the Debtors’ bankruptcy filings. The Company believes that the claims against it are mostly without merit and has been defending against the complaint vigorously. The parties are currently engaged in ongoing discovery activities.

The Company is subject to legal proceedings, claims, and litigation arising in the ordinary course of business. On a quarterly basis, the Company reviews its commitments and contingencies to reflect the effect of ongoing negotiations, settlements, rulings, advice of counsel, and other information and events pertaining to a particular case. We are also subject to potential tax liabilities associated with ongoing tax audits by various tax authorities. As a result, the Company has accrued $10.3 million as of October 29, 2005 associated with contingencies related to claims, litigation and other disputes and tax matters as discussed above. While we believe the amounts accrued are adequate, any subsequent change in our estimates will be recorded at such time the change is probable and estimable.

Guarantees

FASB Interpretation No. 45, “Guarantor’s Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others” (“FIN 45”), requires that upon issuance of a guarantee, the guarantor must disclose and recognize a liability for the fair value of the obligation assumed under that guarantee. The initial recognition and measurement requirement of FIN 45 is effective for guarantees issued or modified after December 31, 2002 only for those items that require disclosure. As of October 29, 2005, the Company’s guarantees requiring disclosure consist of its accrued warranty obligations and indemnifications for intellectual property infringement claims.

In the normal course of business, the Company may agree to indemnify other parties, including customers, lessors and parties to other transactions with the Company, with respect to certain matters. The Company has also agreed to indemnify certain officers and directors. The Company has agreed to hold these other parties harmless against losses arising from a breach of representations or covenants, or other claims made against

15

certain parties. These agreements may limit the time within which an indemnification claim can be made and the amount of the claim. It is not possible to determine the maximum potential amount under these indemnification agreements due to the limited history of prior indemnification claims and the unique facts and circumstances involved in each particular agreement. Historically, payments made by the Company, if any, under these agreements have not had a material impact on the Company’s operating results or financial position. Accordingly, the Company has not recorded a liability for these agreements as the Company believes the fair value is not material.

Warranty liability

The Company records a warranty liability for parts and labor on its products at the time revenue is recognized. Warranty periods are generally three years from date of shipment. The estimate of the warranty liability is based primarily on the Company’s historical experience in product failure rates and the expected material and labor costs to provide warranty services.

The following table summarizes the activity related to product warranty liability (in thousands):

	Three Months Ended
	October 29, 2005			October 30, 2004
Beginning balance	$	1,654		$	2,017
Accruals for warranties during the period		408			219
Settlements		(9	)		(245	)
Adjustments related to preexisting warranties		(571	)		(13	)
Ending balance	$	1,482		$	1,978

16

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Except for the historical information contained herein, we wish to caution you that certain matters discussed in this report constitute forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those stated or implied in forward-looking statements due to a number of factors, including, without limitation, those risks and uncertainties discussed under the heading “Factors That May Affect Future Results” contained in this Form 10-Q. The information discussed in this report should be read in conjunction with our Annual Report on Form 10-K and other reports we file from time to time with the SEC. We disclaim any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future results or otherwise. Forward-looking statements include statements regarding our expectations, beliefs, intentions or strategies regarding the future and can be identified by forward-looking words such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “may,” “should,” “will,” and “would” or similar words.

Executive Summary

Sycamore develops and markets optical networking products for telecommunications service providers worldwide. Sycamore also offers services such as installation, maintenance, technical assistance, and customer training. Our current and prospective customers include domestic and international wireline and wireless network service providers and government entities with private fiber networks (collectively referred to as “service providers”). Our optical networking product portfolio includes fully integrated edge-to-core optical switching products, network management products and design and planning tools. We believe that our products enable network operators to efficiently and cost-effectively provision and manage optical network capacity to support a wide range of voice, video and data services.

Our business has been significantly impacted by the decline in the telecommunications industry which began in 2001 and continued for several years. As a result of this decline, service providers decreased their capital spending, resulting in a reduction in demand for our products. In response to these adverse market conditions and to reposition the Company to changing market requirements, we enacted four separate restructuring programs to reduce our cost structure and focus our business on the optical switching market. As part of our strategy, however, we continue to maintain a significant cost structure, relative to our revenue, particularly within the research and development organization. We believe that these investments have enabled us to advance our technology and secure new business.

We reported revenue of $27.3 million for the first quarter of fiscal 2006 which represented a 92% increase from the first quarter of fiscal 2005. Net income was $6.9 million for the first quarter of fiscal 2006 and we have incurred a cumulative net loss of $831.7 million as of October 29, 2005. While our operating results for the first three months of fiscal 2006 improved, we expect that market conditions will remain challenging.

Despite the challenges we face as a vendor focused exclusively on optical switching, we have made progress in improving our operating performance and securing new business in a difficult market environment. As we remain focused on improvements in the performance of our stand-alone optical switching business, our management and Board will continue to consider other strategic options that may serve to maximize shareholder value. These options include, but are not limited to (i) acquisitions of, or mergers or other combinations with, companies with either complementary technologies or in adjacent market segments, (ii) alliances with or a sale to another entity, and (iii) recapitalization alternatives, including stock buybacks, cash distributions or cash dividends.

Our total cash, cash equivalents and investments were $955.3 million at October 29, 2005. Included in this amount were cash and cash equivalents of $305.0 million. We intend to fund our operations, including fixed commitments under operating leases, and any required capital expenditures using our existing cash, cash

17

equivalents and investments. We believe that, based on our business plans and current conditions, our existing cash, cash equivalents and investments will be sufficient to satisfy our anticipated cash requirements for the next twelve months. We also believe that our current cash, cash equivalents and investments will enable us to pursue the strategic and financial alternatives discussed above.

Critical Accounting Policies and Estimates

Our discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements. The preparation of these financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America requires us to make judgments, assumptions and estimates that affect the reported amounts of assets, liabilities, revenue and expenses and disclosure of contingent assets and liabilities. On an ongoing basis, we evaluate these estimates, including those relating to the allowance for doubtful accounts, inventory allowance, valuation of investments, warranty obligations, restructuring liabilities and asset impairments, litigation and other contingencies. Estimates are based on our historical experience and other assumptions that we consider reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates. To the extent there are material differences between our estimates and the actual results, our future results of operations will be affected.

We believe that the following critical accounting policies affect the most significant judgments, assumptions and estimates we use in preparing our consolidated financial statements. Changes in these estimates can affect materially the amount of our reported net income or loss.

Revenue Recognition

Revenue is recognized when persuasive evidence of an arrangement exists, delivery has occurred, the fee is fixed or determinable and collectibility is reasonably assured. The most significant revenue recognition judgments typically involve customer acceptance, whether collection is reasonably assured and multiple element arrangements. In instances where customer acceptance is specified, revenue is deferred until all acceptance criteria have been met. We determine collectibility based on the creditworthiness of customer and customer’s payment history. Service revenue is recognized as the services are performed or ratably over the service period. Some of our transactions involve the sale of products and services under multiple element arrangements. While each individual transaction varies according to the terms of the purchase order or sales agreement, a typical multiple element arrangement may include some or all of the following components: product shipments, installation services, maintenance and training. The total sales price is allocated based on the relative fair value of each component, which generally is the price charged for each component when sold separately and recognized when revenue recognition criteria for each element is met.

Allowance for Doubtful Accounts

The allowance for doubtful accounts is based on our assessment of the collectibility of specific customer accounts. In the event that we become aware of deterioration in a particular customer’s financial condition, a review is performed to determine if additional provisions for doubtful accounts are required.

Warranty Obligations

We accrue for warranty costs at the time revenue is recognized based on contractual rights and on the historical rate of claims and costs to provide warranty services. If we experience an increase in warranty claims above historical experience or our costs to provide warranty services increase, we may be required to increase our warranty accrual. An increase in the warranty accrual will have an adverse impact on our gross margins.

18

Inventory Allowance

We continuously monitor inventory balances and record inventory allowances for any excess of the cost of the inventory over its estimated market value, based on assumptions about future demand and market conditions. While such assumptions may change from period to period, we measure the net realizable value of inventories using the best information available as of the balance sheet date. If actual market conditions are less favorable than those projected, or we experience a higher incidence of inventory obsolescence because of rapidly changing technology and customer requirements, additional inventory allowances may be required. Once we have written down inventory to its estimated net realizable value, we cannot increase its carrying value due to subsequent changes in demand forecasts. Accordingly, if inventory previously written down to its net realizable value is subsequently sold, we may realize improved gross profit margins on these transactions.

Restructuring Liabilities and Asset Impairments

We enacted several restructuring programs during the last four years in response to the decline in the telecommunications industry which began in 2001 and continued for several years. These restructuring programs required us to make numerous assumptions and estimates such as future revenue levels and product mix, the timing of and the amounts received for subleases of excess facilities, the fair values of impaired assets, the amounts of other than temporary impairments of strategic investments, and the potential legal matters, administrative expenses and professional fees associated with the restructuring programs.

We continuously monitor the judgments, assumptions and estimates relating to the restructuring programs and, if these judgments, assumptions and estimates change, we may be required to record additional charges or credits against the reserves previously recorded for these restructuring programs. As of October 29, 2005, we had $7.7 million in accrued restructuring costs, consisting primarily of facility consolidation charges that will be paid over the respective lease terms through 2007.

Reserve for Contingencies

We are subject to various claims, litigation and other disputes, as well as potential liabilities associated with various tax matters. Periodically, we review the status of each significant matter and assess our potential financial exposure. If the potential loss from any claim or legal proceeding is considered probable and the amount can be estimated, we accrue a liability for the estimated loss. Because of uncertainties related to these matters, accruals, if any, are based only on the most current and dependable information available at any given time. As additional information becomes available, we may reassess the potential liability from pending claims and litigation and the probability of claims being successfully asserted against us. As a result, we may revise our estimates related to these pending claims, litigation and other disputes and potential liabilities associated with various tax matters. Such revisions in the estimates of the potential liabilities could have a material impact on our consolidated results of operations, financial position and cash flows in the future. For further detail, see note 9 to our consolidated financial statements.

Stock-Based Compensation Expense

Effective August 1, 2005, we account for employee stock-based compensation costs in accordance with Statement of Financial Accounting Standards No. 123R, “Share-Based Payment” (“SFAS 123R”). We utilize the Black-Scholes option pricing model to estimate the fair value of employee stock based compensation at the date of grant, which requires the input of highly subjective assumptions, including expected volatility and expected life. Further, as required under SFAS 123R, we now estimate forfeitures for options granted, which are not expected to vest. Changes in these inputs and assumptions can materially affect the measure of estimated fair value of our share-based compensation.

Segment Information

The Company has determined that it conducts its operations in one business segment.

19

Results of Operations

Revenue

The following table presents product and service revenue (in thousands, except percentages):

	Three Months Ended
	October 29, 2005		October 30, 2004		Variance in Dollars		Variance in Percent
Revenue
Product	$	22,033	$	10,939	$	11,094	101.4	%
Service		5,265		3,276		1,989	60.7	%
Total revenue	$	27,298	$	14,215	$	13,083	92.0	%

Total revenue increased for the first quarter of fiscal 2006 compared to the first quarter of fiscal 2005. Product revenue consists primarily of sales of our optical networking products including the SN3000 and SN16000 optical switches. Product revenue increased for the first quarter of fiscal 2006 compared to the first quarter of fiscal 2005. The increase was primarily due to large shipments to both new and existing customers, including a significant shipment that constituted the initial phase of a deployment. Service revenue consists primarily of fees for services relating to the maintenance of our products, installation services and training. Service revenue increased for the first quarter of fiscal 2006 compared to the first quarter of fiscal 2005. The increase was primarily due to a higher base of maintenance revenue and a higher level of installation services associated with customer deployments.

For the first quarter of fiscal 2006, two customers accounted for 82% of our total revenue. International revenue represented 87% of our total revenue for the first quarter of fiscal 2006. We expect future revenue will continue to be highly concentrated in a relatively small number of customers and that international revenue may continue to represent a significant percentage of future revenue. Customer deployments in any given quarter may cause shifts in the percentage mix of domestic and international revenue. The loss of any one of these customers or any substantial reduction in orders by any one of these customers could materially and adversely affect our business, financial condition and results of operations.

Gross profit

The following table presents gross profit for product and services, including non-cash stock-based compensation expense (in thousands, except percentages):

	Three Months Ended
	October 29, 2005			October 30, 2004
Gross profit:
Product	$	11,413		$	4,252
Service		2,621			1,299
Total	$	14,034		$	5,551
Gross profit:
Product		51.8	%		38.9	%
Service		49.8	%		39.7	%
Total		51.4	%		39.1	%

20

Product gross profit

Cost of product revenue consists primarily of amounts paid to third-party contract manufacturers for purchased materials and services and other fixed manufacturing costs. Product gross profit increased for the first quarter of fiscal 2006 compared to the first quarter of fiscal 2005. The increase was primarily the result of higher product revenue and a favorable product and customer mix. In the future, we believe that product gross profit may fluctuate due to pricing pressures resulting from intense competition for limited optical switching opportunities worldwide. In addition, product gross profit may be affected by changes in the mix of products sold, channels of distribution, shipment volume, overhead absorption, sales discounts, increases in material or labor costs, excess inventory and obsolescence charges, increases in component pricing, the introduction of new products or the entering into new markets with different pricing and cost structures.

Service gross profit

Cost of service revenue consists primarily of costs of providing services under customer service contracts which include salaries and related expenses and other fixed costs. Service gross profit increased for the first quarter of fiscal 2006 compared to the first quarter of fiscal 2005. The increase was primarily due to increased maintenance and installation services revenues. As most of our service cost of revenue is fixed, increases in revenue will have a significant impact on service gross profit. Service gross profit may be affected in future periods by various factors including, but not limited to, the change in mix between technical support services and advanced services, as well as the timing of technical support service contract initiations and renewals.

Operating Expenses

The following table presents operating expenses (in thousands, except percentages):

	Three Months Ended
	October 29, 2005		October 30, 2004		Variance in Dollars			Variance in Percent
Research and development	$	7,713	$	11,672	$	(3,959	)	(33.9	)%
Sales and marketing		2,637		3,144		(507	)	(16.1	)%
General and administrative		2,898		2,248		650		28.9	%
Stock-based compensation:
Research and development		625		287		338		118	%
Sales and marketing		242		48		194		404	%
General and administrative		276		213		63		30	%
Total operating expenses	$	14,391	$	17,612	$	(3,221	)	(18.3	)%

Research and Development Expenses

Research and development expenses consist primarily of salaries and related expenses and prototype costs relating to design, development, testing and enhancements of our products. Research and development expenses decreased for the first quarter of fiscal 2006 compared to the first quarter of fiscal 2005. The decrease was primarily due to lower project materials costs, lower personnel-related expenses and lower fixed expenses. We continue to focus our R&D investments on features and functionality targeted at existing and prospective customer requirements.

Sales and Marketing Expenses

Sales and marketing expenses consist primarily of salaries, commissions and related expenses, customer evaluation inventory and other sales and marketing support expenses. Sales and marketing expenses decreased for the first quarter of fiscal 2006 compared to the first quarter of fiscal 2005. The decrease was primarily due to

21

lower personnel-related expenses and lower fixed expenses. Within our existing spend levels, we continue to reallocate sales and marketing resources to those geographic regions where we see the most attractive opportunities.

General and Administrative Expenses

General and administrative expenses consist primarily of salaries and related expenses for executive, finance and administrative personnel, professional fees and other general corporate expenses. General and administrative expenses increased for the first quarter of fiscal 2006 compared to the first quarter of fiscal 2005. The increase was primarily due to increased professional and advisory fee expenses.

Stock-Based Compensation Expense

Total stock-based compensation increased for the first quarter of fiscal 2006 compared to the first quarter of fiscal 2005. The increase was primarily due to the requirement to record stock-based compensation under SFAS 123R beginning August 1, 2005. Stock-based compensation expense for the first quarter of fiscal 2005 was recorded in accordance with Accounting Principles Board Opinion (“APB”) No. 25.

Interest and Other Income, Net

The following table presents interest and other income, net (in thousands, except percentages):

	Three Months Ended
	October 29, 2005		October 30, 2004		Variance in Dollars		Variance in Percent
Interest and other income, net	$	7,430	$	4,198	$	3,232	77.0	%

Interest and other income, net increased for the first quarter of fiscal 2006 compared to the first quarter of fiscal 2005. The increase was primarily due to higher interest rates.

Income Tax Expense

During the first quarter of fiscal 2006, the U.S. taxable income was offset by U.S. net operating loss carryforwards. The provision for income taxes for the first quarter of fiscal 2006 consists of U.S. alternative minimum taxes, state minimum taxes and foreign income taxes in profitable jurisdictions. The Company did not record a deferred tax benefit from the net operating loss incurred in the first quarter of fiscal 2005.

As a result of incurring substantial net operating losses from 2001 through 2005, the Company determined that it is more likely than not that its deferred tax assets may not be realized. Therefore, in accordance with the requirements of FASB 109, the Company maintains a full valuation allowance. If the Company generates sustained future taxable income against which these tax attributes may be applied, some or a portion of all of the valuation allowance would be reversed. If the valuation allowance were reversed, a portion would be recorded as an increase to paid in capital and the remainder would be recorded as a reduction in income tax expense.

Liquidity and Capital Resources

Total cash, cash equivalents and investments were $955.3 million at October 29, 2005. Included in this amount were cash and cash equivalents of $305.0 million, compared to $508.3 million at July 31, 2005. The decrease in cash and cash equivalents for the three months ended October 29, 2005 was attributable to cash used in investing activities of $203.4 million and cash used in operating activities of $2.4 million, partially offset by cash provided by financing activities of $2.5 million.

22

Net cash used in investing activities was $203.4 million for the first quarter of fiscal 2006, as compared to cash provided by investing activities of $144.2 million for the same period in fiscal 2005. Net cash used in investing activities for the first quarter of fiscal 2006 consisted primarily of net purchases of investments of $202.9 million. Net cash provided by investing activities for the first quarter of fiscal 2005 consisted primarily of net maturities of investments of $145.2 million.

Net cash used in operating activities was $2.4 million for the first quarter of fiscal 2006, as compared to $5.6 million for the same period in fiscal 2005. The decrease in cash used in operating activities was primarily due to improvement in revenue compared to the prior year, partially offset by increases in accounts receivable and decreases in accrued expenses and other current liabilities.

Net cash provided by financing activities was $2.5 million for the first quarter of fiscal 2006, as compared to $2.2 million for the same period in fiscal 2005. The net cash provided by financing activities for both periods consisted of proceeds from employee stock plan activity.

Our primary source of liquidity comes from our cash, cash equivalents and investments, which totaled $955.3 million at October 29, 2005. Our investments are classified as available-for-sale and consist of securities that are readily convertible to cash, including certificates of deposits, commercial paper and government securities. At October 29, 2005, $650.3 million of investments with maturities of less than one year were classified as short-term investments. At current revenue levels, we anticipate that some portion of our existing cash and cash equivalents and investments will continue to be consumed by operations. Our accounts receivable, while not considered a primary source of liquidity, represents a concentration of credit risk because the accounts receivable balance at any point in time typically consists of a relatively small number of customer account balances. At October 29, 2005, more than 95% of our accounts receivable balance was attributable to four of our customers. As of October 29, 2005, we do not have any outstanding debt or credit facilities, and do not anticipate entering into any debt or credit agreements in the foreseeable future. Our fixed commitments for cash expenditures consist primarily of payments under operating leases and inventory purchase commitments. We do not currently have any material commitments for capital expenditures, or any other material commitments aside from operating leases for our facilities and inventory purchase commitments. We currently intend to fund our operations, including our fixed commitments under operating leases, and any required capital expenditures using our existing cash, cash equivalents and investments.

As of October 29, 2005, the future restructuring cash payments of $7.7 million consist primarily of facility consolidation charges that will be paid over the respective lease terms through fiscal 2007 and potential legal matters.

Based on our current plans and business conditions, we believe that our existing cash, cash equivalents and investments will be sufficient to satisfy our anticipated cash requirements for at least the next twelve months. We will continue to consider appropriate action with respect to our cash position in light of the present and anticipated business needs as well as providing a means by which our shareholders may realize value in connection with their investment.

Commitments, Contractual Obligations and Off-Balance Sheet Arrangements

At October 29, 2005, our off-balance sheet arrangements, which consist entirely of contractual commitments for operating leases and inventory purchase commitments, were as follows (in thousands):

	Total		Less than 1 Year		1-3 Years		3-5 Years
Operating Leases	$	9,205	$	6,916	$	2,289	—
Inventory Purchase Commitments		6,739		6,739		—	—
Total	$	15,944	$	13,655	$	2,289	—

23

Payments made under operating leases will be treated as rent expense for the facilities currently being utilized, or as a reduction of the restructuring liability for payments relating to excess facilities. Payments made for inventory purchase commitments will initially be capitalized as inventory, and will then be recorded as cost of revenue as the inventory is sold or otherwise disposed of.

Factors that May Affect Future Results

Our business has been, and is likely to continue to be, adversely affected by unfavorable conditions in the telecommunications industry and the economy in general.

In early 2001, the telecommunications industry began a severe decline which has had a significant impact on our business. The industry decline and the resulting spending constraints in the optical networking market, which continued for several years, caused a decrease in the demand for our products which has had an adverse impact on our revenue and profitability.

We cannot anticipate that our current and prospective customers will continue or increase their optical switching capital spending with us in the near future. As a result, we anticipate that our revenue, cost of revenue, gross profit and operating results will continue to be affected by these market conditions.

We expect the trends described above to continue to affect our business in many ways, including the following:

• our current and prospective customers will continue to make limited capital expenditures;

• consolidation of our customers may cause delays, disruptions or reductions in their optical switching capital spending plans as well as increase their relative purchasing power in any negotiation;

• we will continue to have limited ability to forecast the volume and product mix of our sales;

• we will experience increased competition as a result of limited demand and we may experience downward pressure on the pricing of our products which reduces gross margins and constrains revenue growth;

• intense competition may enable customers to demand more favorable terms and conditions of sales including extended payment terms; and

• any bankruptcies or weakening financial condition of any of our customers may require us to write off amounts due from prior sales.

These factors could lead to reduced revenues and gross margins and increased operating losses.

Consolidation in the industry may lead to increased competition and harm our business.

The telecommunications industry has experienced consolidation and we expect this trend to continue. Consolidation among our customers may cause delays or reductions in their capital expenditure plans and may cause increased competitive pricing pressures as the number of available customers declines and their relative purchasing power increases in relation to suppliers. Consolidation may also result in a combined entity choosing to standardize on a certain vendors’ optical networking platform. Any of these factors could adversely affect our business.

Our strategy to pursue strategic and financial alternatives may not be successful.

We face numerous challenges as a vendor focused exclusively on the optical switching market segment of the overall optical networking market. As we remain focused on improvements in the performance of our stand-alone optical switching business, our management and Board will continue to consider other strategic options

24

that may serve to maximize shareholder value. These options include, but are not limited to (i) acquisitions of, or mergers or other combinations with, companies with either complementary technologies or in adjacent market segments, and (ii) alliances with or a sale to another entity. Any decision regarding strategic alternatives would be subject to inherent risk, and we cannot guarantee that we will be able to identify appropriate opportunities, successfully negotiate economically beneficial terms, successfully integrate any acquired business, retain key employees or achieve the anticipated synergies or benefits of any strategic alternative which may be selected. Additionally, in connection with a strategic transaction, we may issue additional shares that could dilute the holdings of existing common stockholders, or we may utilize cash. In implementing a strategy, we may enter markets in which we have little or no prior experience and there can be no assurance that we will be successful.

Further, we may consider appropriate action with respect to our cash position in light of present and anticipated business needs including, but not limited to, stock buybacks, cash distributions or cash dividends. As reported previously, we have engaged Morgan Stanley to assist us in the review of strategic and financial alternatives for our Company. There can be no assurances that any transaction or other corporate action will result from our review of strategic and financial alternatives. Further, there can be no assurance concerning the success, type, form, structure, nature, results, timing or terms and conditions of any such potential action, even if such an action does result from this review.

Whether or not we pursue any specific strategic alternative, the value of your shares may decrease.

The Company continues to consider various strategic options, including, but not limited to: (i) acquisitions of, or mergers or other combinations with, companies with either complementary technologies or in adjacent market segments, (ii) alliances with or a sale to another entity, and (iii) recapitalization alternatives, including stock buybacks, cash distributions or cash dividends. We cannot predict whether, or when, such review may result in the Company entering into any transaction or transactions with respect to any specific strategic option, and we cannot assure you that we would be able to consummate any transaction or transactions or that any transaction or transactions would provide you with a positive return on your investment. Accordingly, notwithstanding such review or any outcome thereof, and whether or not we pursue any specific strategic option, the value of your shares may decrease.

We currently depend entirely on our line of optical networking products and our revenue depends upon their commercial success.

Our revenue depends on the commercial success of our line of optical networking products. Our research and development efforts focus exclusively on optical switching products. In order to remain competitive, we believe that continued investment in research and development is necessary in order to provide innovative solutions to our current and prospective customers. We cannot assure you that we will be successful in:

• anticipating evolving customer requirements;

• completing the development, introduction or production manufacturing of new products; or

• enhancing our existing products.

If our current and prospective customers do not adopt our optical networking products and do not purchase and successfully deploy our current and future products, our business, financial condition and results of operations could be materially adversely affected.

Current economic and market conditions make forecasting difficult.

Current economic and market conditions have limited our ability to forecast the volume and product mix of our sales, making it difficult to provide estimates of revenue and operating results. We continue to have limited visibility into the capital spending plans of our current and prospective customers. Fluctuations in our revenue

25

can lead to even greater fluctuations in our operating results. Our planned expense levels depend in part on our expectations of future revenue. Our planned expenses include significant investments, particularly within the research and development organization, which we believe is necessary to continue to provide innovative optical networking solutions to meet our current and prospective customers’ needs. As a result, it is difficult to forecast revenue and operating results. If our revenue and operating results are below the expectations of our investors and market analysts, it could cause a decline in the price of our common stock.

Our current strategy requires us to maintain a significant cost structure and our failure to increase our revenues would prevent us from achieving and maintaining profitability.

In early 2001, the telecommunications industry began a severe decline which had a significant impact on our business. This decline and the resulting spending constraints in the optical networking market, which continued for several years, caused a decrease in the demand for our products which had an adverse impact on our revenue and profitability. In response to these adverse market conditions and to reposition the Company to changing market requirements, we enacted four separate restructuring programs through the third quarter of fiscal 2005, which reduced our cost structure and focused our business on our optical switching product portfolio. As a result of these restructuring programs we incurred net charges totaling $403.6 million, comprised as follows: $175.4 million of net charges related to excess inventory, $203.4 million of net charges for restructuring and related asset impairments, and $24.8 million of losses on investments. In order to remain competitive, we continue to maintain a significant cost structure relative to our revenue, particularly within the research and development organization which we believe is necessary to continue to provide innovative optical networking solutions to meet our current and prospective customers’ needs. Due to our decreased revenues, our restructuring programs and our decision to maintain a significant cost structure, we have incurred a cumulative net loss of $831.7 million at October 29, 2005. We expect that our decision to maintain a significant cost structure will require us to generate revenue above current levels in order to achieve and maintain profitability and as a result we may incur net losses. We cannot assure you that our revenue will increase or that we will generate sufficient revenue to achieve or sustain such profitability.

We face intense competition that could adversely affect our sales and profitability.

Service providers continue to limit their capital spending. Competition for limited optical switching opportunities is intense and continues to be dominated by large, incumbent equipment suppliers. Competition is based upon a combination of price, established customer relationships, broad product portfolios, large service and support teams, functionality and scalability. Large companies, such as Alcatel, Ciena, Cisco, Lucent, Nortel and Tellabs have historically dominated this market. Many of our competitors have longer operating histories and greater financial, technical, sales, marketing and manufacturing resources than we do and are able to devote greater resources to the research and development of new products. These competitors also have long standing existing relationships with our current and prospective customers. New incumbent competitors, such as Huawei and ZTE, have entered the optical networking market using the latest available technology in order to compete with our products. Our competitors may forecast market developments more accurately and could develop new technologies that compete with our products or even render our products obsolete. Moreover, these competitors have more diverse product lines which allow them the flexibility to price their products more aggressively.

The decline in the telecommunications industry beginning in early 2001 has reduced demand for our products and resulted in intensified competitive pressures. We expect to encounter aggressive tactics such as the following:

• price discounting;

• early announcements of competing products and other marketing efforts;

• customer financing assistance;

• complete solution sales from one single source;

26

• marketing and advertising assistance; and

• intellectual property disputes.

These tactics may be effective in a highly concentrated customer base like ours. Our customers are under increasing pressure to deliver their services at the lowest possible cost. As a result, the price of an optical networking system may become an important factor in customer decisions. In certain cases, our larger competitors have more diverse product lines that allow them the flexibility to price their products more aggressively and absorb the significant cost structure associated with optical switching research and development across their entire business. If we are unable to offset any reductions in the average selling price of our products by a reduction in the cost of our products, our gross margins will be adversely affected.

If we are unable to compete successfully against our current and future competitors, we could experience revenue reductions, order cancellations and reduced gross margins, any one of which could have a material adverse effect on our business, results of operations and financial condition.

Substantially all of our revenue is generated from a limited number of customers, and our success depends on increasing both direct sales and indirect sales through distribution channels to a limited number of incumbent service providers and the federal government.

There are limited optical switching opportunities. Competition for these opportunities is intense. Our revenue is concentrated among a limited number of customers. None of our customers are contractually committed to purchase any minimum quantities of products from us and orders are generally cancelable prior to shipment. We expect that our revenue will continue to depend on sales of our products to a limited number of customers. While expanding our customer base is a key objective, at the present time, the number of prospective customer opportunities for our products is limited. In addition, we believe that the telecommunications industry will continue in a consolidation phase which may further reduce the number of prospective customers, slow purchases and delay optical switching deployment decisions.

Our direct sales efforts primarily target incumbent service providers, many of which have already made significant investments in traditional optical networking infrastructures. In addition, we are utilizing established channel relationships with distribution partners including resellers, distributors and systems integrators for the sale of our products to the federal government and some commercial customers. We have entered into agreements with several distribution partners, some of whom also sell products that compete with our products. We cannot be certain that we will be able to retain or attract distribution partners on a timely basis or at all, or that the distribution partners will devote adequate resources to selling our products. Since we have only limited experience in developing and managing such channels, the extent to which we will be successful is uncertain. If we are unable to develop and manage new channels of distribution to sell our products to incumbent service providers and the federal government, or if our distribution partners are unable to convince incumbent service providers or the federal government to deploy our optical networking solutions, our business, financial condition and results of operations will be materially adversely affected.

We may not be successful in selling our products through established channels to the federal government.

We have a reseller agreement for the sale of our products to the federal government and our products were selected to serve as the Optical Digital Cross Connect platform for DISA’s GIG-BE project. Sales to the federal government require compliance with ongoing complex procurement rules and regulations with which we have limited experience. We will not be able to succeed in the federal government market and sell our products to federal government contractors if we cannot comply with these rules and regulations. The federal government is not contractually committed to purchase our products for the GIG-BE project, and there can be no assurance that it will purchase our products in the future. Our failure to sell products to the federal government, including for use in the GIG-BE project, could adversely affect our ability to achieve our planned levels of revenue, which would affect our profitability and results of operations.

27

We depend on a government agency, through our reseller, for a significant amount of our revenue and the loss or decline of existing or future government agency funding could adversely affect our revenue and cash flows.

This government agency (DISA) may be subject to budget cuts, budgetary constraints, a reduction or discontinuation of funding or changes in the political or regulatory environment that may cause the agency to terminate the projects, divert funds or delay implementation or expansion. As with most government contracts, the agency may terminate the contract at any time without cause. A significant reduction in funds available for the agency to purchase equipment could significantly reduce our revenue and cash flows. The significant reduction or delay in orders by the agency could also significantly reduce our revenue and cash flows. Additionally, government contracts are generally subject to audits and investigations by government agencies. If the results of these audits or investigations are negative, our reputation could be damaged, contracts could be terminated or significant penalties could be assessed. If a contract is terminated for any reason, our ability to fully recover certain amounts may be impaired resulting in a material adverse impact on our financial condition and results of operations.

Certain larger customers may have substantial negotiating leverage, which may require that we agree to terms and conditions that may have an adverse effect on our business.

Large telecommunications providers, key resellers and the federal government, who make up a large part of our target market, have substantial purchasing power and potential leverage in negotiating contractual arrangements with us. These customers and prospects may require us to develop additional features and require penalties for failure to deliver such features. As we seek to increase sales into our target markets, we may be required to agree to such terms and conditions, which may affect the timing of revenue recognition and amount of deferred revenues and may have other unfavorable effects on our business and financial condition.

Any acquisitions or strategic investments we make could disrupt our business and seriously harm our financial condition.

As part of our business strategy, we consider acquisitions, strategic investments and business combinations including those in complementary companies, products or technologies, or in adjacent market segments and otherwise. We may consider such acquisitions to broaden our product portfolio, gain access to a particular customer base or market, or to take immediate advantage of a strategic opportunity. In the event of an acquisition, we may:

• issue stock that would dilute our current stockholders’ holdings;

• consume cash, which would reduce the amount of cash available for other purposes;

• incur debt or assume liabilities;

• increase our ongoing operating expenses and level of fixed costs;

• record goodwill and non-amortizable intangible assets subject to impairment testing and potential periodic impairment charges;

• incur amortization expenses related to certain intangible assets;

• incur large and immediate write-offs; or

• become subject to litigation.

Our ability to achieve the benefits of any acquisition, will also involve numerous risks, including:

• problems combining the purchased operations, technologies or products;

• unanticipated costs or liabilities;

28

• diversion of management’s attention from other business issues and opportunities;

• adverse effects on existing business relationships with suppliers and customers;

• problems entering markets in which we have no or limited prior experience;

• problems with integrating employees and potential loss of key employees; and

• additional regulatory compliance issues.

We cannot assure you that we will be able to successfully integrate any businesses, products, technologies or personnel that we might acquire in the future and any failure to do so could disrupt our business and seriously harm our financial condition.

The unpredictability of our quarterly results may adversely affect the trading price of our common stock.

In general, our revenue and operating results in any reporting period may fluctuate significantly due to a variety of factors including, but not limited to:

• fluctuation in demand for our products;

• the timing and amount of sales of our products;

• changes in customer requirements, including delays or order cancellations;

• the introduction of new products by us or our competitors;

• changes in the price or availability of components for our products;

• the timing of revenue recognition and deferred revenue;

• readiness of customer sites for installation;

• changes in our pricing policies or the pricing policies of our competitors;

• satisfaction of contractual customer acceptance criteria and related revenue recognition issues;

• manufacturing and shipment delays;

• the timing and amount of employer payroll tax to be paid on employee gains on stock options exercised;

• changes in accounting rules, such as the requirement to record stock-based compensation expense for employee stock option grants made at fair market value; and

• general economic conditions as well as those specific to the telecommunications, optical networking and related industries.

We believe that quarter-to-quarter comparisons of our operating results are not a good indication of our future performance. You should not rely on our results for one quarter as any indication of our future performance. The factors discussed above are extremely difficult to predict and impact our revenue and operating results. In addition, our ability to forecast our future business has been significantly impaired by the ongoing difficult economic and market conditions. As a result, we believe that our revenue and operating results are likely to continue to vary significantly from quarter to quarter and may cause our stock price to fluctuate.

Customer purchase decisions can take a long period of time. We believe that customers who make a decision to deploy our products will expand their networks slowly and deliberately. In addition, we could receive purchase orders on an irregular and unpredictable basis. Because of the nature of our business, we cannot predict these sales and deployment cycles. The long sales cycles, as well as our expectation that customers may tend to issue large purchase orders sporadically with short lead times, may cause our revenue and results of operations to vary significantly and unexpectedly from quarter to quarter. As a result, our future operating results may be

29

below our expectations or those of public market analysts and investors, and our revenue may decline or recover at a slower rate than anticipated by us or analysts and investors. In either event, the price of our common stock could decrease.

We utilize contract manufacturers and any disruption in these relationships may cause us to fail to meet our customers’ demands and may damage our customer relationships.

We have limited internal manufacturing capabilities. We outsource the manufacturing of our products to contract manufacturers who manufacture our products in accordance with our specifications and fill orders on a timely basis. We may not be able to manage our relationships with our contract manufacturers effectively, and our contract manufacturers may not meet our future requirements for timely delivery. Our contract manufacturers also build products for other companies, and we cannot be assured that they will have sufficient quantities of inventory available to fill our customer orders or that they will allocate their internal resources or capacity to fill our orders on a timely basis. Unforecasted customer demand may increase the cost to build our products due to fees charged to expedite production and other related charges.

The contract manufacturing industry is a highly competitive, capital-intensive business with relatively low profit margins, and in which acquisition activity is relatively common. Qualifying a new contract manufacturer and commencing volume production is expensive and time consuming, and could result in a significant interruption in the supply of our products. If we are required or choose to change contract manufacturers for any reason, our revenue, gross margins and customer relationships could be adversely affected.

We and our contract manufacturers rely on single or limited sources for supply of certain components and our business may be seriously harmed if our supply of any of these components is disrupted.

We and our contract manufacturers purchase several key components from single or limited sources. These key components include commercial digital signal processors, central processing units, field programmable gate arrays, switch fabric, and optical transceivers. We generally purchase our key components on a purchase order basis and have no long-term contracts for these components. In the event of a disruption in supply of key components including, but not limited to, production disruptions, low yield or discontinuance of manufacture, we may not be able to develop an alternate source in a timely manner or on acceptable terms. Any such failure could impair our ability to deliver products to customers, which would adversely affect our revenue and operating results.

In addition, our reliance on key component suppliers exposes us to potential supplier production difficulties or quality variations. The loss of a source of supply for key components or a disruption in the supply chain could require us to incur additional costs to redesign our products that use those components.

During the past year, component suppliers have planned their production capacity to better match demand. If the demand for certain components increases beyond the component suppliers planned production capacity, there may be component shortages which may increase procurement costs. In addition, consolidation in the optical component industry could result in reduced competition for supply of key components and higher component prices. If any of these events occurred, our revenue and operating results could be adversely affected.

Our inability to anticipate inventory requirements may result in inventory charges or delays in product shipments.

During the normal course of business, we may provide purchase orders to our contract manufacturers for up to six months prior to scheduled delivery of products to our customers. If we overestimate our product requirements, the contract manufacturers may assess cancellation penalties or we may have excess inventory which could negatively impact our gross margins. If we underestimate our product requirements, the contract manufacturers may have inadequate inventory that could interrupt manufacturing of our products and result in

30

delays in shipment to our customers. We also could incur additional charges to manufacture our products to meet our customer deployment schedules. If we over or underestimate our product requirements, our revenue and gross profit may be impacted.

Product performance problems could limit our sales.

If our products do not meet our customers’ performance requirements, our relationships with current and prospective customers may be adversely affected. The design, development and deployment of our products often involve problems with software, components, manufacturing processes and interoperability with other network elements. If we are unable to identify and fix errors or other problems, or if our customers experience interruptions or delays that cannot be promptly resolved, we could experience:

• loss of revenue or delay in revenue recognition or accounts receivable collection;

• loss of customers and market share;

• inability to attract new customers or achieve market acceptance;

• diversion of development and other resources;

• increased service, warranty and insurance costs; and

• legal actions by our customers.

These factors may adversely impact our revenue, operating results and financial condition. In addition, our products are often critical to the performance of our customers’ network. Generally, we seek to limit liability in our customer agreements. If we are not successful in limiting our liability, or these contractual limitations are not enforceable or if we are exposed to product liability claims that are not covered by insurance, a successful claim could harm our business.

Environmental costs could harm our operating results.

We may be subject to various state, federal and international laws and regulations governing the environment, including those restricting the presence of certain substances in electronic products and making producers of those products financially responsible for the collection, treatment, recycling and disposal of certain products. Such laws and regulations have been passed in several jurisdictions in which we operate, including various European Union member countries. For example, the European Union has enacted the Restriction of the Use of Certain Hazardous Substances in Electrical and Electronic Equipment Directive (“RoHS”). RoHS prohibits the use of certain substances, including lead, in certain products, including hard disk drives, put on the market after July 1, 2006. Similar legislation may be enacted in other locations where we sell our products. The European Union has also enacted the Waste Electrical and Electronic Equipment Directive, which makes producers responsible for financing the collection, treatment, recovery and disposal of specified equipment placed in the relevant market after August 13, 2005. We will need to ensure that we comply with such laws and regulations as they are enacted, and that our component suppliers also comply on a timely basis with such laws and regulations. If we are not in compliance with such legislation, our customers may refuse to purchase our products, which would have a materially adverse effect on our business, financial condition and results of operations.

We could incur substantial costs in connection with our compliance with such environmental laws and regulations, and we could also be subject to governmental fines and liability to our customers if we were found to be in violation of these laws. If we have to make significant capital expenditures to comply with environmental laws, or if we are subject to significant capital expenses in connection with a violation of these laws, our financial condition or operating results could suffer.

31

Our business is subject to risks from international operations.

International sales represented 87% of total revenue for the first quarter of fiscal 2006 and we have a substantial international customer base. We are subject to foreign exchange translation risk to the extent that our revenue is denominated in currencies other than the U.S. dollar. Doing business internationally requires significant management attention and financial resources to successfully develop direct and indirect sales channels and to support customers in international markets. We may not be able to maintain or expand international market demand for our products.

In addition, international operations are subject to other inherent risks, including:

• greater difficulty in accounts receivable collection and longer collection periods;

• difficulties and costs of staffing and managing foreign operations in compliance with local laws and customs;

• reliance on distribution partners for the resale of our products in certain markets and for certain types of product offerings, such as the integration of our products into third-party product offerings;

• necessity to work with third parties in certain countries to perform installation and obtain customer acceptance, and may impact the timing of revenue recognition;

• necessity to maintain staffing, or to work with third parties, to provide service and support in international locations;

• the impact of slowdowns or recessions in economies outside the United States;

• unexpected changes in regulatory requirements, including trade protection measures and import and licensing requirements;

• obtaining export licensing authority on a timely basis and maintaining ongoing compliance with export and reexport regulations;

• certification requirements;

• currency fluctuations;

• reduced protection for intellectual property rights in some countries;

• potentially adverse tax consequences; and

• political and economic instability, particularly in emerging markets.

These factors may adversely impact our revenue, operating results and financial condition.

If we lose key personnel or are unable to hire additional qualified personnel, our business may be harmed.

We depend on the continued services of our executive officers and other key engineering, sales, marketing and support personnel, who have critical industry experience and relationships that we rely on to implement our business strategy, many of whom would be difficult to replace. None of our officers or key employees is bound by an employment agreement for any specific term. We do not have “key person” life insurance policies covering any of our employees.

All of our key employees have been granted stock-based awards that are intended to represent an integral component of their compensation package. These stock-based awards may not provide the intended incentive to our employees if our stock price declines or experiences significant volatility. The loss of the services of any of our key employees, the inability to attract and retain qualified personnel in the future, or delays in hiring qualified personnel could delay the development and introduction of our products, and negatively impact our ability to sell and support our products.

32

We face certain litigation risks.

We are the defendant in a class action securities lawsuit and a party to other litigation and claims in the normal course of our business. Litigation is by its nature uncertain and there can be no assurance that the ultimate resolution of such claims will not exceed the amounts accrued for such claims, if any. Litigation can be expensive, lengthy, and disruptive to normal business operations. An unfavorable resolution of a legal matter could have a material adverse affect on our business, operating results, or financial condition. For additional information regarding certain lawsuits and other disputes in which we are involved, see Part II, Item 1—“Legal Proceedings”.

The findings of the independent investigation and the resulting restatements of previously issued financial statements may result in shareholder litigation and formal inquiries or other actions by government agencies.

The independent investigation conducted under the direction of the Audit Committee of our Board of Directors has been completed and the necessary adjustments have been made in our restatements. It is possible that the restatements could result in the occurrence of certain events, including shareholder litigation or formal inquiries or other actions by government agencies. Such litigation or inquiries could result in considerable legal expenses, could require the utilization of significant time and resources and could adversely affect our business and the results of operations and financial condition, including the price of our common stock. The Securities and Exchange Commission has requested that the Company voluntarily provide documentation gathered or created during the independent investigation and the Company has agreed to provide such documentation. There can be no assurances as to what, if any, further action may be taken with respect to this matter by the Securities and Exchange Commission or other government agencies or what effect such actions may have on the Company.

We have made a voluntary self-disclosure to the Department of Commerce regarding certain products we have exported without the proper export authority. There can be no assurances as to what sanctions, if any, may be imposed by the Department of Commerce with respect to this matter.

If we do not maintain our compliance with the requirements of the Nasdaq National Market, our common stock may be delisted from the Nasdaq National Market and transferred to the National Quotation Service Bureau, or “Pink Sheets”, which may, among other things, reduce the price of our common stock and the levels of liquidity available to our stockholders.

On June 7, 2005 the Company announced an independent investigation being conducted under the direction of the Audit Committee of its Board of Directors. The investigation findings related to certain stock options granted during the calendar years 1999 to 2001 that were erroneously accounted for under GAAP. On June 10, 2005, we filed a Form 12b-25 stating that we would not be able to file our Form 10-Q on a timely basis for the quarter ended April 30, 2005. On June 16, 2005, we received notice from Nasdaq stating that we were not in compliance with Nasdaq’s Marketplace Rule 4310(c)(14), and thus our securities were subject to delisting because we had not yet filed our Report on Form 10-Q for the quarter ended April 30, 2005. We appealed this determination, and requested a hearing with a Nasdaq Listings Qualifications Panel (“Panel”). On August 12, 2005, the Company was notified that the Panel had granted the Company’s request for continued listing of the Company’s securities on The Nasdaq National Market subject to the Company filing its Form 10-Q for the period ended April 30, 2005 with the Securities and Exchange Commission on or before September 23, 2005. On September 19, 2005 we filed our Report of Form 10-Q for the period ended April 30, 2005. On September 21, 2005, the Nasdaq notified us that we were in compliance with all Nasdaq’s Marketplace Rules.

If we do not maintain compliance with all requirements for continued listing on Nasdaq, then our securities may be delisted from Nasdaq. If our securities are delisted from Nasdaq, they would subsequently trade on the Pink Sheets. The trading of our common stock on the Pink Sheets may reduce the price of the Company’s common stock and the levels of liquidity available to its stockholders. In addition, the trading of the Company’s

33

common stock on the Pink Sheets will materially adversely affect its access to the capital markets, and the limited liquidity and potentially reduced price of its common stock could materially adversely affect its ability to raise capital through alternative financing sources on terms acceptable to the Company or at all. Stocks that trade on the Pink Sheets are no longer eligible for margin loans, and a company trading on the Pink Sheets cannot avail itself of federal preemption of state securities or “blue sky” laws, which adds substantial compliance costs to securities issuances, including pursuant to employee option plans, stock purchase plans and private or public offerings of securities. If the Company is delisted in the future from the Nasdaq National Market and transferred to the Pink Sheets, there may also be other negative implications, including the potential loss of confidence by suppliers, customers and employees and the loss of institutional investor interest in our company.

If we are not current in our SEC filings, we will face several adverse consequences.

If the Company is unable to remain current in its SEC filings, investors in its securities will not have information regarding the Company’s business and financial condition with which to make decisions regarding investment in its securities. In addition, if we are unable to remain current in our filings, the Company will not be able to have a registration statement under the Securities Act of 1933, covering a public offering of securities, declared effective by the SEC, and will not be able to make offerings pursuant to existing registration statements pursuant to certain “private placement” rules of the SEC under Regulation D to any purchasers not qualifying as “accredited investors.” As a result of our inability to timely file our Quarterly Report on Form 10-Q for the quarter ended April 30, 2005, the Company also will not be eligible to use a “short form” registration statement on Form S-3 for a period of 12 months from the time we became current in our filings. These restrictions could adversely affect our financial condition or our ability to pursue specific strategic alternatives.

Recently enacted and proposed changes in securities laws and regulations will increase our costs.

The Sarbanes-Oxley Act, which became law in July 2002, and rules subsequently implemented by the SEC and the Nasdaq National Market have imposed various new requirements on public companies, including requiring changes in corporate governance practices. Our management and other personnel will need to continue to devote a substantial amount of time to these compliance initiatives. Moreover, these rules and regulations have increased our annual legal and financial compliance costs, have made some activities more time-consuming and costly, and could expose us to additional liability. In addition, these rules and regulations may make retention and recruitment of qualified persons to serve on our board of directors or executive management more difficult. We continue to evaluate and monitor regulatory and legislative developments and cannot reliably estimate the timing or magnitude of all costs we may incur as a result of the Sarbanes-Oxley Act or other related legislation or regulation.

Our ability to compete and pursue strategic alternatives could be jeopardized if we are unable to protect our intellectual property rights or infringe on intellectual property rights of others.

We rely on a combination of patent, copyright, trademark and trade secret laws and restrictions on disclosure to protect our intellectual property rights. We also enter into confidentiality or license agreements with our employees, consultants and corporate partners and control access to and distribution of our products, documentation and other proprietary information. Despite our efforts to protect our proprietary rights, unauthorized parties may attempt to copy or otherwise obtain and use our products or technology. Monitoring unauthorized use of our products is difficult and we cannot be certain that the steps we have taken will prevent unauthorized use of our technology, particularly in foreign countries where the laws may not protect our proprietary rights as fully as in the United States. If competitors are able to use our technology, our ability to compete and pursue strategic alternatives effectively could be harmed. Litigation may be necessary to enforce our intellectual property rights. Any such litigation could result in substantial costs and diversion of resources and could have a material adverse affect on our business, operating results and financial condition.

34

Our industry is characterized by the existence of a large number of patents and frequent claims and related litigation regarding patents and other intellectual property rights. In the course of our business, we may receive claims of infringement or otherwise become aware of potentially relevant patents or other intellectual property rights held by other parties. We evaluate the validity and applicability of these intellectual property rights, and determine in each case whether we must negotiate licenses or cross-licenses to incorporate or use the proprietary technologies in our products.

Any parties asserting that our products infringe upon their proprietary rights would require us to defend ourselves, and possibly our customers, manufacturers or suppliers against the alleged infringement. Regardless of their merit, these claims could result in costly litigation and subject us to the risk of significant liability for damages. Such claims would likely be time consuming and expensive to resolve, would divert management time and attention and would put us at risk to:

• stop selling, incorporating or using our products that incorporate the challenged intellectual property;

• obtain from the owner of the intellectual property right a license to sell or use the relevant technology, which license may not be available on reasonable terms, or at all;

• redesign those products that use such technology; or

• accept a return of products that use such technologies.

If we are forced to take any of the foregoing actions, our business may be seriously harmed.

In addition, we license public domain software and proprietary technology from third parties for use in our existing products, as well as new product development and enhancements. We cannot be assured that such licenses will be available to us on commercially reasonable terms in the future, if at all. The inability to maintain or obtain any such license required for our current or future products and enhancements could require us to substitute technology of lower quality or performance standards or at greater cost, either of which could adversely impact the competitiveness of our products.

Our net income and earnings per share have been significantly reduced as a result of the requirement that we record compensation expense for shares issued under our stock plans.

In the past, we have used stock options as a key component of our employee compensation packages. We believe that stock options provide an incentive to our employees to maximize long-term shareholder value and can encourage valued employees to remain with the Company. Beginning in fiscal 2006, Statement of Financial Accounting Standards No. 123(R) (“SFAS No. 123(R)”), “Share-Based Payment,” requires us to account for share-based compensation granted under our stock plans using a fair value-based model on the grant date and to record such grants as stock-based compensation expense. As a result, our net income and our earnings per share have been and will continue to be significantly reduced and may reflect a loss in future periods. We currently calculate share-based compensation expense using the Black-Scholes option-pricing model. A fair value-based model, such as the Black-Scholes option-pricing model, requires the input of highly subjective assumptions and does not necessarily provide a reliable measure of the fair value of our stock options. Assumptions used under the Black-Scholes option-pricing model that are highly subjective include the expected stock price volatility and expected life of an option.

Our stock price may continue to be volatile.

Historically, the market for technology stocks has been extremely volatile. Our common stock has experienced, and may continue to experience, substantial price volatility. The occurrence of any one or more of the factors noted above could cause the market price of our common stock to fluctuate significantly. In addition, the following factors could cause the market price of our common stock to fluctuate significantly:

• loss of a major customer;

• significant changes or slowdowns in the funding and spending patterns of our current and prospective customers;

35

• the addition or departure of key personnel;

• variations in our quarterly operating results;

• announcements by us or our competitors of significant contracts, new products or product enhancements;

• failure by us to meet product milestones;

• acquisitions, distribution partnerships, joint ventures or capital commitments;

• regulatory changes in telecommunications;

• variations between our actual results and the published expectations of securities analysts;

• changes in financial estimates by securities analysts;

• sales of our common stock or other securities in the future;

• changes in market valuations of networking and telecommunications companies;

• fluctuations in stock market prices and volumes and;

• announcements or implementation of a stock buyback or cash distribution.

In addition, the stock market in general, and The Nasdaq National Market and technology companies in particular, have experienced extreme price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of such companies. These broad market and industry factors may materially adversely affect the market price of our common stock, regardless of our actual operating performance. In the past, following periods of volatility in the market price of a company’s securities, securities class action litigation has often been instituted against such companies.

Significant insider ownership, provisions of our charter documents and provisions of Delaware law may limit shareholders’ ability to influence key transactions, including changes of control.

As of October 29, 2005, our officers, directors and entities affiliated with them, in the aggregate, beneficially owned approximately 36% of our outstanding common stock. These stockholders, if acting together, would be able to significantly influence matters requiring approval by our stockholders, including the election of directors and the approval of mergers or other business combination transactions. In addition, provisions of our amended and restated certificate of incorporation, by-laws, and Delaware law could make it more difficult for a third party to acquire us, even if doing so would be beneficial to certain stockholders.

36

Item 3. Quantitative and Qualitative Disclosure About Market Risk

Interest Rate Sensitivity

The primary objective of our current investment activities is to preserve investment principal while maximizing income without significantly increasing risk. We maintain a portfolio of cash equivalents and short-term and long-term investments in a variety of securities including commercial paper, certificates of deposit, money market funds and government debt securities. These available-for-sale investments are subject to interest rate risk and may fall in value if market interest rates increase. If market interest rates increased immediately and uniformly by 10 percent from levels at October 29, 2005, the fair value of the portfolio would decline by approximately $0.8 million. We have the ability to hold our fixed income investments until maturity, and therefore do not expect our operating results or cash flows to be affected to any significant degree by the effect of a sudden change in market interest rates on our investment portfolio.

Exchange Rate Sensitivity

While the majority of our operations are based in the United States, our business has become increasingly global, with international revenue representing 63% of total revenue in fiscal 2005, and 87% of revenue in the first three months of fiscal 2006. We expect that international sales may continue to represent a significant portion of our revenue. Fluctuations in foreign currencies may have an impact on our financial results, although to date the impact has not been material. We are prepared to hedge against fluctuations in foreign currencies if the exposure is material, although we have not engaged in hedging activities to date.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures. Our management (with the participation of our Chief Executive Officer and Chief Financial Officer) evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), as of October 29, 2005. Disclosure controls and procedures are designed to ensure that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported on a timely basis and that such information is accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been or will be detected. These inherent limitations include the fact that there are resource constraints, and that the benefits of controls must be considered relative to their costs. Based on this evaluation, our principal executive officer and principal financial officer concluded that these disclosure controls and procedures are effective and designed to ensure that the information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the requisite time periods.

Changes in Internal Control over Financial Reporting. There was no change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the quarter ended October 29, 2005 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

37

Part II. Other Information

Item 1. Legal Proceedings

Beginning on July 2, 2001, several purported class action complaints were filed in the United States District Court for the Southern District of New York against the Company and several of its officers and directors (the “Individual Defendants”) and the underwriters for the Company’s initial public offering on October 21, 1999. Some of the complaints also include the underwriters for the Company’s follow-on offering on March 14, 2000. The complaints were consolidated into a single action and an amended complaint was filed on April 19, 2002. The amended complaint, which is the operative complaint, was filed on behalf of persons who purchased the Company’s common stock between October 21, 1999 and December 6, 2000. The amended complaint alleges claims against the Company, several of the Individual Defendants and the underwriters for violations under Sections 11 and 15 of the Securities Act of 1933, as amended (the “Securities Act”), primarily based on the assertion that the Company’s lead underwriters, the Company and several of the Individual Defendants made material false and misleading statements in the Company’s Registration Statements and Prospectuses filed with the Securities and Exchange Commission, or the SEC, in October 1999 and March 2000 because of the failure to disclose (a) the alleged solicitation and receipt of excessive and undisclosed commissions by the underwriters in connection with the allocation of shares of common stock to certain investors in the Company’s public offerings and (b) that certain of the underwriters allegedly had entered into agreements with investors whereby underwriters agreed to allocate the public offering shares in exchange for which the investors agreed to make additional purchases of stock in the aftermarket at pre-determined prices. It also alleges claims against the Company, the Individual Defendants and the underwriters under Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), primarily based on the assertion that the Company’s lead underwriters, the Company and the Individual Defendants defrauded investors by participating in a fraudulent scheme and by making materially false and misleading statements and omissions of material fact during the period in question. The amended complaint seeks damages in an unspecified amount.

The action against the Company is being coordinated with approximately three hundred other nearly identical actions filed against other companies. Due to the large number of nearly identical actions, the Court has ordered the parties to select up to twenty “test” cases. To date, along with sixteen other cases, the Company’s case has been selected as one such test case. As a result, among other things, the Company will be subject to broader discovery obligations and expenses in the litigation than non-test case issuer defendants.

On October 9, 2002, the court dismissed the Individual Defendants from the case without prejudice based upon Stipulations of Dismissal filed by the plaintiffs and the Individual Defendants. This dismissal disposed of the Section 15 and Section 20(a) claims without prejudice, because these claims were asserted only against the Individual Defendants. On October 13, 2004, the court denied the certification of a class in the action against the Company with respect to the Section 11 claims alleging that the defendants made material false and misleading statements in the Company’s Registration Statement and Prospectuses. The certification was denied because no class representative purchased shares between the date of the IPO and January 19, 2000 (the date unregistered shares entered the market), and thereafter suffered a loss on the sale of those shares. The court certified a class in the action against the Company with respect to the Section 10(b) claims alleging that the Company and the Individual Defendants defrauded investors by participating in a fraudulent scheme and by making materially false and misleading statements and omissions of material fact during the period in question.

The Company, the Individual Defendants, the plaintiff class and the vast majority of the other approximately three hundred issuer defendants and the individual defendants currently or formerly associated with those companies approved a settlement and related agreements (the “Settlement Agreement”) which set forth the terms of a settlement between these parties. Among other provisions, the Settlement Agreement provides for a release of the Company and the Individual Defendants for the conduct alleged in the action to be wrongful and for the Company to undertake certain responsibilities, including agreeing to assign away, not assert, or release, certain potential claims the Company may have against its underwriters. In addition, no payments will be required by the issuer defendants under the Settlement Agreement to the extent plaintiffs

38

recover at least $1 billion from the underwriter defendants, who are not parties to the Settlement Agreement and have filed a memorandum of law in opposition to the approval of the Settlement Agreement. To the extent that plaintiffs recover less than $1 billion from the underwriter defendants, the approximately three-hundred issuer defendants are required to make up the difference. It is anticipated that any potential financial obligation of the Company to plaintiffs pursuant to the terms of the Settlement Agreement will be covered by existing insurance. The Company currently is not aware of any material limitations on the expected recovery of any potential financial obligation to the plaintiffs from the Company’s insurance carriers. The Company’s insurance carriers are solvent, and the Company is not aware of any uncertainties as to the legal sufficiency of an insurance claim with respect to any recovery by the plaintiffs. Therefore, we do not expect that the Settlement Agreement will involve any payment by the Company. If material limitations on the expected recovery of any potential financial obligation to the plaintiffs from the Company’s insurance carriers should arise, the Company’s maximum financial obligation to plaintiffs pursuant to the Settlement Agreement would be less than $3.4 million. On February 15, 2005, the Court granted preliminary approval of the settlement agreement, subject to certain modifications consistent with its opinion. Those modifications have been made. There is no assurance that the court will grant final approval to the settlement. If the Settlement Agreement is not approved and the Company is found liable, we are unable to estimate or predict the potential damages that might be awarded, whether such damages would be greater than the Company’s insurance coverage, and whether such damages would have a material impact on our results of operations or financial condition in any future period.

On April 1, 2003, a complaint was filed against the Company in the United States Bankruptcy Court for the Southern District of New York by the creditors’ committee (the “Committee”) of 360networks (USA), inc. and 360networks services inc. (the “Debtors”). The Debtors are the subject of a Chapter 11 bankruptcy proceeding but are not plaintiffs in the complaint filed by the Committee. The complaint seeks recovery of alleged preferential payments in the amount of approximately $16.1 million, plus interest. The Committee alleges that the Debtors made the preferential payments under Section 547(b) of the Bankruptcy Code to the Company during the 90-day period prior to the Debtors’ bankruptcy filings. The Company believes that the claims against it are mostly without merit and has been defending against the complaint vigorously. The parties are currently engaged in ongoing discovery activities.

The Company is subject to legal proceedings, claims, and litigation arising in the ordinary course of business. On a quarterly basis, the Company reviews its commitments and contingencies to reflect the effect of ongoing negotiations, settlements, rulings, advice of counsel, and other information and events pertaining to a particular case. We are also subject to potential tax liabilities associated with ongoing tax audits by various tax authorities. As a result, the Company has accrued $10.3 million as of October 29, 2005 associated with contingencies related to claims, litigation and other disputes and tax matters as discussed above. While we believe the amounts accrued are adequate, any subsequent change in our estimates will be recorded at such time the change is probable and estimable.

39

Item 6. Exhibits and Reports on Form 8-K

Exhibits:

(a) List of Exhibits

Number	Exhibit Description
3.1	Amended and Restated Certificate of Incorporation of the Company (2)
3.2	Certificate of Amendment to the Amended and Restated Certificate of Incorporation of the Company (2)
3.3	Certificate of Amendment to the Amended and Restated Certificate of Incorporation of the Company (3)
3.4	Amended and Restated By-Laws of the Company (2)
4.1	Specimen common stock certificate (1)
4.2	See Exhibits 3.1, 3.2, 3.3 and 3.4, for provisions of the Certificate of Incorporation and By-Laws of the Registrant defining the rights of holders of common stock of the Company (2)(3)
*10.1	Purchase Agreement between Sycamore Networks Inc., Chelmsford, MA, USA and Siemens AG Munich, Germany dated June 13, 2002, as amended as of August 8, 2005
31.1	Certification of Chief Executive Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2	Certification of Chief Financial Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1	Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2	Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

(1) Incorporated by reference to Sycamore Networks, Inc.’s Registration Statement on Form S-1 (Registration Statement No. 333-84635).

(2) Incorporated by reference to Sycamore Networks, Inc.’s Registration Statement on Form S-1 (Registration Statement No. 333-30630).

(3) Incorporated by reference to Sycamore Networks, Inc.’s Quarterly Report on Form 10-Q for the quarterly period ended January 27, 2001 filed with the Securities and Exchange Commission on March 13, 2001.

* Confidential treatment requested for certain portions of this Exhibit pursuant to Rule 406 promulgated under the Securities Act, which portions are omitted and filed separately with the Securities and Exchange Commission.

40

Signature

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Sycamore Networks, Inc.

/s/ Richard J. Gaynor

Richard J. Gaynor

Chief Financial Officer

(Duly Authorized Officer and Principal

Financial and Accounting Officer)

Dated: November 29, 2005

41

EX-10.1

Exhibit 10.1

Purchase Agreement

between

Sycamore Networks Inc., Chelmsford, MA, USA

and

Siemens AG Munich, Germany

1

Agreement made by and between Sycamore Networks, Inc., a Delaware corporation with principal offices at 150 Apollo Drive, Chelmsford, MA ( hereinafter referred to as “Sycamore”) and SIEMENS AKTIENGESELLSCHAFT, a corporation existing under and by virtue of the laws of the Federal Republic of Germany having its division head office in Hofmannstraße 51, 81359 Munich, (hereinafter referred to as Siemens). In consideration of the promises and mutual covenants herein contained, the parties agree as follows:

1. DEFINITION

1.1 “Subsidiary” shall mean a company where Siemens owns more than 50% (fifty percent) of such company’s voting stock, and/or companies that are listed as subsidiaries Siemens’ published annual report.

1.2 “Software” means any computer software program in machine readable format made available by Sycamore to Siemens as part of the Contractual Products.

1.3 “System Software” means the software, in whatever form supplied, which is licensed in conjunction with and as a part of the Contractual Products excluding ***.

1.4 “Network Management Software” means a stand alone software program that manages optical networks including ***.

1.5 “Contractual Products” means the hardware and software products (including components or portions thereof) listed in Exhibit A, as modified by the parties pursuant to the Adaptation Work Agreement between the Parties (the “Adaptation Agreement”), dated June 13, 2002.

1.6 “Source Code” means the code of the Software in *** or other well-known commonly used programming language (in Sycamore’s sole discretion), and shall include pertaining flow charts, programmer’s notes and information regarding programmer’s tools, as well as test Software and test documentation, respectively, in accordance with Sycamore’s standard practices.

1.7 “User Documentation” means the documentation customarily provided by Sycamore with the Contractual Products to allow the End-User to configure and use the Contractual Products. Said User Documentation shall be provided, if available, in electronic media (e.g. CD-ROM).

1.8 “End-User” means a third party who purchases Contractual Products from Siemens or the end-user customer who purchases Contractual Products from a Siemens Subsidiary or a mutually agreed upon Siemens reseller.

* Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential Treatment has been requested with respect to the omitted portions. Asterisks denote omission.

2

1.9 “Specification” means all of the technical data related to the design, function, performance and reliability of the Contractual Products, including the Final Specification as signed by Sycamore and Siemens under the Adaptation Agreement, as per Exhibit C.

1.10 “FRU” means Field Replaceable Unit such as line cards, processor cards, power supplies and accessories, as listed in Exhibit A.

1.11 “ARO” means “after receipt of order” by Sycamore’s Order Administration department.

1.12 “ECO” means Engineering Change Order, which encompasses any change to a Contractual Product or FRU.

2. PURPOSE OF THIS AGREEMENT

Siemens desires to purchase the Contractual Products in order to integrate them into its *** and to market and sell them to End-Users as part of Siemens´ product range.

This Agreement shall govern the purchase and sale of Sycamore’s Contractual Products as defined in Article 1.5 as well as the applicable User Documentation as set forth in Exhibit B, and as described in the Specifications to Siemens. All Software is licensed under the rights as set forth in Article 5.

Siemens’ optical network division “ICN ON” will be the single point of co-ordination of sales activities, ordering and billing under this Agreement and exceptions shall only be by mutual agreement in writing.

Siemens shall not distribute or sell Contractual *** means any business entity that designs, manufactures and/or sells networking communications equipment including, but not limited to, optical networking equipment, network switching equipment, network routing equipment, transport equipment and/or any other communications equipment that a network service provider would use to carry communications traffic over its network.

3

3. DOCUMENTATION

3.1 Sycamore shall upon execution of this Agreement, provide to Siemens, in English, *** set in both hard copy and electronic form for each Contractual Product covered under this Agreement, free of charge.

3.2 User Documentation shall comply with the latest technical standards of the Contractual Product in question and for changed Contractual Products which are shipped, shall be updated in accordance with Sycamore’s customary practices when there is a material Contractual Product change as defined in Article 14. The Parties’ respective Program Managers (as defined in Article 28.1) shall communicate regularly to exchange information regarding any changes to Contractual Products. Sycamore shall, during the purchase term hereunder, promptly provide to Siemens free of charge, one set of User Documentation updates, in both electronic and hard copy form, where available, regarding Contractual Products purchased hereunder. Sycamore shall make available for a reasonable fee after the expiration of this Agreement, a single copy for reproduction of applicable updated User Documentation for distribution by Siemens, its Subsidiaries, or mutually agreed resellers to its End-Users in connection with Siemens’ continuing support obligations to its End-Users for Sycamore Contractual Products. Notwithstanding expiration or other termination of this Agreement, Sycamore’s obligation to update User Documentation under warranty shall remain in effect for Contractual Products covered by warranty even after expiration of this Agreement.

3.3 Sycamore grants to Siemens and its Subsidiaries, and mutually agreed resellers, a *** license to use, copy, modify, translate, display, publish, republish, sell and distribute any User Documentation, only in conjunction with the distribution and support of the Contractual Products. Where Siemens is entitled to allow sublicensing it may sublicense the rights set forth in this paragraph subject to the limitations herein, to its Subsidiaries, its resellers as mutually agreed upon by the Parties, and sublicensees.

3.4 Training Materials. Sycamore shall provide to Siemens at no charge a set of reproducible training materials, including such materials as usually utilized by Sycamore when instructing its own customers (e.g. video clips). Such training materials shall be in English and if available also in German. *** Siemens and its Subsidiary Companies, and mutually agreed resellers, may utilize any copy of Sycamore’s training materials for performing its own training courses for their own customers at no charge so long as such training is provided at no charge. To the extent that *** Siemens shall pay to Sycamore a commercially reasonable royalty for such use.

Other service manuals, including but not limited to, marketing newsletters, may be purchased by Siemens at Sycamore’s then current Siemens discounted prices for such manuals.

4

Sycamore shall provide at no charge to Siemens one copy of Sycamore’s Configuration Guide in PDF format. Siemens will have reproduction rights, provided that notice is contained of Sycamore’s ownership or copyright of the information.

3.5 Copyrighted Material. Siemens may reproduce portions of the operator’s manual, service manual and other manuals for use with Contractual Product(s) purchased under this Agreement, provided that Sycamore’s copyright notice is properly retained on all copies of such reproductions. Siemens must not remove Sycamore’s internal identifying labels containing Sycamore’s model and serial number. Notwithstanding, Siemens shall be entitled to add its own copyright notices, if applicable, and trademarks. As to any Siemens-copyrighted material incorporated in such manuals, Sycamore shall have a non-exclusive license to use such copyrighted material only on equipment to be delivered to Siemens or End-Users and subject to retention of Siemens’ copyright notice upon terms and conditions and costs to be agreed between Sycamore and Siemens.

4. QUANTITY AND PRICE

Prices shall be set forth in Sycamore’s international price list, a copy of which is attached as part of Exhibit D, and Discounts shall be as set forth in Exhibit D. The prices and discounts shall remain fixed for the *** of this Agreement (the “***”). After ***, Sycamore shall retain the ability to modify the international price list. Sycamore shall provide Siemens with *** prior written notice (the “Notification Period”)of any modification to such international price list. Sycamore *** Siemens regarding price and discount modifications and provide Siemens with the opportunity ***. The modified international price list and discounts shall apply to any purchase order issued by Siemens on or after the effective date of such modified price or discount.

5. GRANT OF RIGHTS

5.1.1 Subject to the terms and conditions of this Agreement, Siemens shall have the *** right to market or have marketed, as it may choose, through its Subsidiaries and resellers, as agreed by the Parties on a case-by-case basis, the Contractual Products under Sycamore’s trade names or trade marks, pursuant to the terms of this Agreement (the “Distribution Right”). The term “market” shall comprise sale, lease and other forms of transfer. Siemens’ use of Sycamore’s trade names and trademarks in marketing of the Contractual Products shall conform to Sycamore’s reasonable usage requirements which Sycamore shall communicate in writing to Siemens and which may be changed with reasonable advance notice to Siemens from time to time.

5.1.2 Sycamore owns or has the right to sublicense as contemplated hereby certain object code software, either referenced herein, or provided to Siemens pursuant to a purchase order

5

accepted hereunder, or included as an integral part of Contractual Products listed on Exhibit A, attached hereto, (herein collectively and individually referred to as the “Software”). Upon the agreement of the parties, additional Software may be added to Exhibit A.

Siemens shall have the *** right to (i) use the Software in connection with the installation, commissioning, integration into ***, testing, operation and maintenance of the Contractual Products; (ii) sublicense the rights to use such Software to its Subsidiaries, mutually agreed resellers and End-Users pursuant to license terms and conditions substantially similar to the terms and conditions contained in the sample license agreement, Exhibit H, which the parties agree to negotiate in good faith during the *** following execution of this Agreement, and which may be included in the Contractual Product’s Documentation); and (iii) allow Siemens´ Subsidiaries the rights to sublicense the rights as per (i) above to their End-Users of Contractual Products, all rights in conjunction with the Contractual Products pursuant to license terms substantially similar to the terms and conditions contained in Exhibit H and the Distribution Right set forth in 5.1.1, above. *** as set forth in the Sycamore price list. In case patches and bug fixes are enclosed in new releases and cannot be separated from such release, then Sycamore shall grant Siemens and End-Users the complete release ***.

5.1.3 Siemens will have the right to use the Software with Contractual Products that Siemens retains for its own internal use under the license terms referenced above, regardless of any termination of this Agreement, unless such termination is due to Siemens’ material breach of its principal obligations under this Agreement and is according to Art. 29.2(a). For the avoidance of any doubt, should Siemens’ right to use the Software with Contractual Products terminate due to Siemens’ material breach of its principal obligations under this Agreement, such termination shall not apply to Software with Contractual Products which have already been distributed by Siemens to End-Users before such termination.

5.1.4 Should Siemens request the conclusion of an escrow agreement regarding Source Code, Sycamore shall comply with this request within *** after the receipt of the request, subject to mutual agreement ***, which both Parties shall negotiate in good faith, ***.

5.1.5 License Payment: As payment constitutes consideration for the license rights hereunder, Siemens failure to pay the purchase price for the Contractual Products after the due date in spite of a written notice by Sycamore giving Siemens ***, such failure to pay constitutes a violation of the terms of this Agreement and will give rise to the loss of the license granted hereunder. The *** as provided in this Article 5.1.5 shall constitute Siemens’ sole *** such purchase price and *** cure period pursuant to Article 29.2(c) for material breach by Siemens shall not apply to delay by Siemens to pay such purchase price.

6

6. PROTECTION AND SECURITY

With reference to any copyright notice or other proprietary legend associated with the Software, Siemens agrees to include the same on all copies it makes, in whole or in part, and to include the same on any updated work. The copyright notice may appear in any of several forms, including machine-readable form within the Software. Siemens agrees not to provide or otherwise make available, in any form, the Software, or any portion thereof, to any person other than employees of Siemens, its Subsidiaries, or mutually agreed resellers or to End-Users pursuant to licenses as provided herein without the prior written consent of Sycamore. Siemens shall hold the Software, including methods or concepts utilized therein, in confidence as contemplated by Article 25.

7. RELEASES, REVISIONS AND ENHANCEMENTS

In the event software releases, revisions, enhancements or additional software are delivered to Siemens with respect to any Software licensed hereunder and are not the subject of a separate Sycamore software license agreement, then such items shall be deemed to be Software licensed pursuant to this Agreement.

8. PURCHASE ORDERS AND FORECAST

8.1 Rescheduling. Siemens purchase orders may be cancelled or rescheduled as provided below:

8.1.1 Reschedule: Siemens may, at any time, revise a purchase order accepted by Sycamore to increase the quantity of Contractual Products ordered; provided, however, that Sycamore shall provide Siemens with a revised delivery date for the increased quantity of Contractual Products ordered pursuant to such revised purchase order. Siemens may decrease without charge and without increase in unit price one time with regard to each scheduled delivery, within the parameters below:

Days Notice Prior To Delivery Date	Percent By Which Quantity May Be Decreased
***	***

Product decreases beyond the time periods set forth above shall be treated as a cancellation subject to the provisions of Article 8.1.2 below.

7

*** beyond the original scheduled delivery date. Siemens shall not cancel any purchase order with respect to which Siemens has rescheduled the delivery date.

8.1.2 Cancellation charges are as set forth below: Orders which are scheduled for delivery are subject to the following cancellation charges, as liquidated damages and not as a penalty.

Days Notice Prior To Scheduled Delivery Date	Charge as a Percentage of the Price of the Affected Contractual Products
***	***

8.1.3 Siemens will provide Sycamore a ***, non-binding rolling forecast of sales and will update the forecast no less often than ***. As changes in circumstances which would change previously provided forecasts occur, Siemens will advise Sycamore’s Program Manager within *** of any such change.

Sycamore will not be obligated to accept orders in excess of the forecast quantities under the above ***. In the event that Siemens’ ordering performance is materially less than its forecasts in prior periods, Sycamore shall have the right to reasonably adjust ***. Sycamore will provide Siemens *** notice of any such adjustment. If Siemens, however, readjusts its forecast upward due to credible circumstances, the Parties will negotiate in good faith any appropriate revisions to quantities which are subject to standard forecast lead-times.

Notwithstanding the above, Siemens shall be entitled in case of emergency to place additional orders, subject to Sycamore’s acceptance, *** specified in Article 28.2.

Sycamore will use its commercially reasonable best efforts to provide Siemens with advance notice of circumstances which may result in Contractual Product allocation. In the event that Contractual Product must be allocated due to factors constraining Sycamore’s production capacity, Sycamore shall only allocate on a fair and reasonable non-discriminatory basis amongst Siemens. An allocation circumstance will not, in and of itself, relieve Sycamore of any obligations or liability for late delivery.

8.2 The extent of supplies and services to be actually performed by Sycamore under this Agreement and the extent of Siemens´ obligation to purchase such supplies and services shall depend on purchase orders placed by Siemens in writing and accepted by Sycamore.

Siemens´ purchase orders shall include the following:

- date of issuance,

- purchase order number

- dentification and quantity of Contractual Products

- unit price

8

- requested date(s) of delivery or performance, if applicable

- reference to this Agreement

- address for confirmation and invoices

- if services are ordered, the service product code

Neither preprinted terms and conditions on the reverse or obverse of the form, nor typed or handwritten terms and conditions on the purchase order or order acceptance shall apply to the transaction if such terms are additional to or are in conflict with the terms of this Agreement.

Provided that a purchase order is in conformance with the terms and conditions of this Agreement, Sycamore shall confirm such Purchase Order by fax latest *** after receipt.

If a Purchase Order is neither confirmed nor rejected by Sycamore *** after receipt, it shall be deemed confirmed.

9. DELIVERY, TITLE AND RISK OF LOSS

9.1 Sycamore’s lead time for forecasted quantities of Contractual Products that have been accepted pursuant to the Adaptation Agreement ***. Notwithstanding the above, Sycamore will make reasonable commercial efforts to achieve *** for forecast Contractual Products. Sycamore will make reasonable commercial efforts to achieve *** lead time for non-forecasted Contractual Products. Notwithstanding the above the Parties may agree in writing to shorter lead times for specific projects.

9.2 For purposes of this Agreement “delivery date” ***. All shipments shall be ***. Sycamore shall advise Siemens of the location from which Contractual Products will be shipped *** prior to the scheduled shipment date, if the facility from which such Contractual Products will be shipped is other than the ***. The carrier shall be specified by SIEMENS at least *** before the scheduled delivery date; however, if no carrier is specified, then Sycamore may select an appropriate carrier.

9.3 For orders for Contractual Products placed in accordance with the ARO terms of this Agreement, or Sycamore’s ARO standards if for unforecast quantities, the terms of which order are not altered in any material way, including reconfiguration, change in shipment mode, quantity, method of shipment, and so long as Siemens is not in breach of any of the terms of this Agreement ***.

On and subject to the terms and conditions set forth below, ***

9.4 Notwithstanding the above, Sycamore shall have no liability to *** to Siemens hereunder if:

9

(a) in the event of any ***, Siemens fails to mitigate its damages by accepting partial delivery of Contractual Products ordered pursuant to any purchase order(s) affected *** if a majority of fully equipped Contractual Products are available; or

(b) the parties mutually agree to a *** in connection with any Siemens purchase order that is not consistent with the applicable forecast provided by Siemens pursuant to Article 8.1.3. Notwithstanding the above, this Article 9.4(b) shall not apply to a confirmed delivery date.

10. ***

10.1 ***

10.2 ***

11. TAXES

11.1 Sycamore’s prices do not include any municipal, county, state or federal sales, use, excise, value-added or similar taxes. Siemens shall pay all taxes, duties, fees etc. imposed under the authority of any taxing authority (a) based on or measured by the charges set forth in this Agreement and any Siemens purchase order, (b) upon sales of the Contractual Products or services to Siemens or Siemens’ use thereof and (c) upon importation of the Contractual Products into the applicable territory including, without limitation, in the case of importation, any duties and customs charges (collectively “Taxes”); provided, however, that Siemens shall not be responsible for Taxes based on or measured by Sycamore’s income, which Taxes shall be borne by Sycamore. Withholding Taxes imposed by the Federal Republic of Germany shall be handled as provided in Article 11.3.2 below.

11.2. ***

11.3. The terms of this sub-Article 11.3. shall apply only with regard to any taxation imposed upon Siemens payments to Sycamore which are taxes on royalty payments.

11.3.1. ***

11.3.2 ***

11.3.3. ***

11.3.4. ***

12. PAYMENTS AND FINANCIAL CONDITION

10

Sycamore will render invoices in USD to Siemens upon shipment of Contractual Products. If not otherwise agreed by the Parties in writing, ***

In the event that Siemens fails to make payments when due, Sycamore shall be entitled to impose a late payment charge at the rate of the lesser of one and one-half (1  ¹/2 %) per month for each month during which any such payment remains unpaid. In such event, Sycamore may withhold further shipments or services, without liability for such withheld shipments or services, until such time as the past due payment is made. ***

13. FORCE MAJEURE

Neither Party to this Agreement shall be held responsible for the performance of any obligations under this Agreement, provided such performance is hindered or prevented by any circumstances of Force Majeure which are deemed to include war, riot, strike, lock-out, flood, or other natural catastrophes or national or local Government regulations, or any other cause beyond such Party’s reasonable control, and provided the Party frustrated notifies the other Party without delay in writing at the beginning and end of any such circumstances. The Party frustrated shall use every endeavor to minimize the hindrance or prevention of such fulfillment. Upon the ending of such circumstance, the frustrated Party shall without delay resume the fulfillment of its obligations including any obligations, the performance of which was interrupted thereby.

14. CHANGES TO CONTRACTUAL PRODUCTS

14.1 Sycamore may make changes to Contractual Products as provided herein.

14.2 Sycamore may at any time make changes in Contractual Product or modify the drawings and specifications relating thereto or substitute Contractual Product of later design to fill an order, provided the changes, modifications or substitutions under normal and proper use do not impact upon (a) reliability, (b) the Contractual Product Specifications, or (c) form, fit or function (as defined below). For such changes, Sycamore shall notify Siemens not later than *** after such changes have been implemented. In the event any such change to the Contractual Products is unacceptable to Siemens because such change will materially impair Siemens’ ability to market the Contractual Products, the Parties shall work together in good faith to determine whether and to what extent it may be practicable for Sycamore to continue to provide unmodified Contractual Products to Siemens for the remainder of the term of this Agreement.

***

***

11

For the purposes of this Agreement, material changes are defined as changes to form, fit, function, and changes due to statutory safety requirements. In the event that any material change to Contractual Product is ***. In such event, Sycamore shall use reasonable commercial efforts to continue ***

14.3 Siemens shall be entitled to request changes to the Contractual Products and Sycamore will use all reasonable efforts to comply with such requests. The Parties shall discuss in good faith and agree in writing upon the terms, conditions and charges for requested changes.

14.4 Changes to Contractual Products which are necessary due to End-User requirements shall be negotiated and implemented by Sycamore subject to terms and conditions to be mutually agreed upon.

15. WARRANTY

Sycamore shall warrant Contractual Products to Siemens as follows:

15.1 Contractual Product Warranty:

(a) ***

· (b) ***

c) Sycamore warrants that the User Documentation provided to Siemens hereunder is ***.

d) ***

15.2 Warranty Claims: Should any Contractual Products be discovered to not conform to Specification within the warranty period Siemens shall notify Sycamore in writing and Sycamore shall

a) ***; and

b) ***

If User Documentation supplied by Sycamore hereunder fails to conform with this warranty, ***

If Sycamore fails more ***

Sycamore shall incur no liability under this warranty if Sycamore’s tests disclose that the alleged defect is due to Siemens´ or its End-Users´ alteration or abuse of the goods. If a Contractual Product is determined not to be defective or to have a defect due to causes not within Sycamore’s reasonable control, Sycamore’s then current repair price as listed in the price list will apply.

12

15.3 Sycamore’s Liability: ***

15.4 ***

15.5 If any non-conformance is discovered by Siemens after the end of the warranty period ***

15.6 ***

16. ***

16.1 ***

16.2 ***

(i) ***

(ii) ***; or

(iii) ***.

16.3 ***

16.4 ***

16.5 ***

16.6 ***

16.7 ***

17. INDEMNIFICATION

Sycamore warrants that, to its knowledge, without, however, complete inquiry,

(a) ***

(b) ***

(c) ***

This warranty applies mutatis mutandis to any new version, new release and alterations to the Documentation.

Sycamore agrees to defend Siemens, its Subsidiaries, *** from any and all claims, ***,

• Notifies Sycamore promptly, ***

• Provides Sycamore with the sole ***

• Co-operates to a reasonable extent ***

13

• Does not acknowledge or accept any ***

• If a temporary or final injunction is obtained against Siemens´ use ***

***

18. LIABILITY

18.1 Product Liability

If the use of the Contractual Products should result in ***

18.2 Limitation of Liability

To the extent expressly provided herein, either Party shall be liable for any damages caused by its acts or omissions in connection with the performance of this Agreement.

***

***

***

19. SOFTWARE MAINTENANCE AND SUPPORT

The parties agree to negotiate in good faith during the *** following execution of this Agreement a Software Maintenance and Service Level Agreement, ***

20. PRODUCT PLANNING

Product planning meetings will be held on a regular basis. The intervals between such meetings shall be mutually decided between Sycamore and Siemens, but shall not exceed ***.

The purpose of the product planning meeting will be to discuss relevant issues related to the Contractual Products such as, but not limited to:

(a) Product availability schedules of new products or modifications of Contractual Products required by the market, whereby the Parties intend to achieve *** giving due regard to the interdependencies of the Contractual Products ***

(b) Provide a forum for Siemens ***

21. SPARE PARTS

14

Prior to the first delivery of Contractual Products, Sycamore shall make available to Siemens a ***. This list will be revised and updated by Sycamore in regular time intervals.

22. [reserved]

23. QUALITY

23.1 Sycamore represents that it is certified according to *** commercial efforts to require its manufacturers also to be certified according to ***

23.2 Sycamore shall provide Siemens with Sycamore’s quality plan and agrees to work with Siemens to remedy ***, as mutually agreed, in the plan to help ensure that the Contractual Products meet the requirements of *** perspective.

23.3 If Siemens’ so requests it shall be entitled from time to time and on reasonable advance notice to ***.

23.4 If Siemens or any End-User requests to perform a factory inspection, such inspection will be performed at Sycamore’s premises prior to delivery of the respective Contractual Products. The time, place and procedure of the factory inspections will be agreed upon between the Parties reasonably in advance.

24. TECHNICAL APPROVAL BY AUTHORITIES

For the purposes of this Article 24, the “Approval Authorities” shall mean the body or bodies having responsibility for approving ***

The Contractual Products delivered by Sycamore shall comply with or carry the approvals ***

***, Sycamore shall propose modifications to the Contractual Products to become compliant also with the requirements ***. Sycamore shall *** in connection with such modifications. The Parties shall share *** of all additional approvals as well as for such modifications and shall provide any hardware required to accomplish such modifications. Siemens shall obtain such additional approvals in the names ***. The schedule and charges *** will be mutually agreed between the Parties on a case-by-case basis.

25. CONFIDENTIALITY

15

Subject to the provisions set out in this Agreement, the Parties agree to maintain in confidence any and all confidential information supplied by the delivering Party to the receiving Party. Any and all information required to be held in confidence shall, if in writing, be marked “Confidential”. Oral information that is confidential shall be referred to as confidential when given and reduced to writing, marked “Confidential” and forwarded to the receiving Party within *** after its communication to the receiving Party.

Each Party may disclose Confidential Information of the other Party to those employees who have a reasonable need to know and who are bound to confidentiality by their employment agreements or otherwise. Siemens may disclose Confidential Information of Sycamore to third parties, if necessary for the subcontracting and/or distribution purposes foreseen in this Agreement, provided these third parties agree to be bound by confidentiality provisions substantially similar to those contained herein; provided, however, that Siemens shall not disclose any Sycamore Confidential Information to any competitor of Sycamore, as that term is defined herein.

***

Notwithstanding any termination of this Agreement, the non-disclosure obligations as in this Article above shall expire *** from the furnishing date of the respective Confidential Information.

Press releases or other information by one Party hereto on the conclusion/content of this Agreement shall only be made available to third parties/press agencies with the prior written consent of the other Party hereto.

26. EXPORT REGULATIONS

Sycamore shall not be obliged to perform purchase orders under this Agreement, if this performance is hindered by applicable export laws and regulations.

With respect to Software which includes materials or technology originating from the United States of America, which Sycamore will identify in the individual delivery documents, Siemens agrees that it will comply with all export laws and regulations of the United States of America.

In the event that Siemens intends to export Contractual Products subject to an export restriction, Siemens will inform Sycamore accordingly and Sycamore will use its best efforts to obtain any necessary re-export licenses from the relevant authorities.

27. ESCALATION PROCESS

27.1 The Parties recognize that disagreements may reasonably arise during the course of their business relationship. The Parties desire to resolve these amicably, and will seek to

16

address all issues promptly and in good faith; provided, however, that the escalation process set forth in this Article 27 shall not apply to issues regarding Contractual Product nonconformance or the provision of services. Prior to pursuing other remedies which may be available the Parties agree to follow the process set forth below:

27.1.1 Issues shall first be raised to the Parties’ respective Program Managers for resolution. The Program Managers shall consult with their respective Sales and Marketing Executives, Technical Executives or Business Coordinators, as applicable and as necessary, for resolution. In the event the disagreement is not resolved to both Parties’ satisfaction after reasonable and diligent efforts, within *** from the time a Party’s Program Manager first receives written notice regarding such issue, the issue will be escalated to the next level as described in 27.1.2 below.

27.1.2 Issues will then be raised to the responsible Agreement Executives for resolution. In the event the disagreement is not resolved to both Parties’ satisfaction after reasonable and diligent efforts, within *** from the time a Party’s Agreement Executive first receives written notice regarding such issue, the issue will be escalated to the next level as described in Article 27.1.3 below.

27.1.3 Issues will then be raised to the President, Sycamore Networks and the General Manager, Siemens Corporation, for resolution. Only if the issue cannot be resolved at this level after reasonable and diligent efforts within *** from the time the applicable representative specified in this Article first provides written notice of the issue to his/her counterpart of the other Party, either Party may pursue any remedy outside of this process, subject to the terms of this Agreement.

27.1.4 Notwithstanding the above, in the event time urgency requires, either Party may immediately escalate an issue to any level within the hierarchy described above, but such urgent escalation shall be undertaken only in the event of extreme time constraints.

27.1.5 At each escalation level, both Parties will be granted an opportunity to state the reasons for their views, and an opportunity to present any materials supporting their position. Each individual responsible for deciding the issue will provide the other Party with a written statement of his/her position and the reasons therefor.

27.1.6 The Parties respective executives are as follows: (This listing may be changed by either Party with regard to its identified personnel by notice to the other Party):

Program Manager

To be designated by the Parties pursuant to Article 28.1 below.

17

Sales Executive

Siemens: ***

Sycamore: ***

Technical Executive

Siemens: ***

Sycamore: ***

Business Executive

Siemens: ***

Sycamore: ***

Agreement Executive

Siemens: ***

Sycamore: ***

Senior Officer

Sycamore: ***

Siemens: ***

28. GENERAL

28.1 Each Party agrees, within *** after the execution of this Agreement, to designate a single point of contact to act as such Party’s program manager (“Program Manager”) for purposes of coordinating the overall relationship between the Parties pursuant to both this Agreement and the Adaptation Agreement. The responsibilities of such Program Managers shall include, but shall not be limited to, designation of single points of contact and project team members in connection with Adaptation Work projects and coordination of such projects pursuant to the Adaptation Agreement and the development and implementation of a joint marketing strategy for the Contractual Products purchased by Siemens from Sycamore hereunder.

28.2 Any notices required or sent hereunder from time to time shall be in writing and either delivered personally or sent by fax or registered mail postage prepaid, return receipt requested to an address as set forth herein. Any notice shall be deemed given when received by the other Party.

Any notices to be sent to Sycamore shall be addressed and personally delivered or

18

mailed or faxed as follows:

***

28.3 All disputes arising in connection with this Agreement shall be settled in accordance with the provisions of this Agreement ***.

28.4 All disputes arising out of or in connection with this Agreement, including any question regarding its existence, validity or termination, ***

***

28.5 Neither Party may delegate or assign any/or all of its duties or rights hereunder without prior written consent of the other Party, which consent shall not be unreasonably withheld. Notwithstanding the above, either Party may assign this Agreement in the event of a merger or a sale of all or substantially all of such Party’s assets or stock; provided that neither Party will assign this Agreement to a competitor of the other Party without such Party’s prior express written consent, which consent shall not be unreasonably withheld.

28.6 Any representation, promise, course of dealing of trade usage not contained or referenced herein will not be binding.

28.7 Any waiver of any breach of this Agreement shall be limited to the particular instance and shall not operate or be deemed to waive any future breach of it, nor shall any delay on the part of any Party to act upon any breach be deemed a waiver thereof.

28.8 In the event that any one or more provisions contained in this Agreement should, for any reason, become or be held to be invalid or unenforceable by a competent authority or court having final jurisdiction, such invalidity or unenforceability shall not affect any other provision of this Agreement and there shall be substituted for the said invalid or unenforceable provision a valid and enforceable one having an economic effect as similar as possible to the original provision.

28.9 Purchases by Siemens from Sycamore of demonstration and/or lab equipment shall be as mutually agreed.

29. TERM AND TERMINATION

29.1 This Agreement shall become effective when dated and signed by both Parties. It shall remain in full force and effect for an indefinite time, ***

19

29.2 Causes for Termination. This Agreement may be terminated by either Party:

(a) ***

(b) ***

(c) ***

(d) Sycamore’s Material Breach. ***

29.3 The Effect of Termination. Termination of this Agreement shall not affect:

(a) any obligations concerning payment and ongoing support arising prior to termination;

(b) any obligations concerning warranty, liability and indemnification;

(c) Siemens´ right to ***;

(d) the obligations of each Party to keep the other Party’s Confidential Information confidential , not to disassemble or reverse compile the Software and the rights in and to the Software; or

(e) any or all outstanding items (including licenses) ordered by Siemens by a purchase order as under Article 8 and paid by Siemens or confirmed by Sycamore prior to effective date of termination of this Agreement.

30. ENTIRE AGREEMENT

This Agreement and all attached Exhibits represent the entire agreement of the Parties with respect to the subject matter hereof and shall supersede all previous agreements, communications, representations and understandings, oral or written, between the Parties. No modification, amendment, recission, waiver or other change shall be binding upon Siemens or Sycamore unless and until made in writing and signed by duly authorized representatives of Siemens and Sycamore. This requirement can only be waived in writing. The terms and conditions of this Agreement shall govern all purchases made hereunder and shall supersede all terms and conditions contained on any purchase order, acknowledgement or other document or writing issued by either Siemens or Sycamore.

IN WITNESS WHEREOF, the Parties have executed this Agreement by their duly authorized representatives.

SYCAMORE NETWORKS, INC.                             SIEMENS AG

20

BY	BY
TITLE	TITLE
DATE	DATE

21

Exhibit A

Product List

*** Entire Exhibit Confidential

22

Exhibit B

User Documentation

*** Entire Exhibit Confidential

23

Exhibit C

Specification

*** Entire Exhibit Confidential

24

Exhibit D

Prices and Discounts

*** Entire Exhibit Confidential

25

Exhibit E

Non-conformance Correction Procedure

26

Exhibit F

Maintenance and Support

27

Exhibit G

Escrow Agreement

28

Exhibit H

Contractual Product Software

License Terms and Conditions

29

Exhibit I

Technical Approvals

*** Entire Exhibit Confidential

30

Amendment No. 1

To the

Purchase Agreement

Between

Sycamore Networks, Inc. and Siemens AG Munich, Germany

This is Amendment No. 1 (the “Amendment”), dated as of __ September 2002 (the “Effective Date”), to the Purchase Agreement dated 13 June 2002 (the “Agreement”), and is by and between Sycamore Networks, Inc., a Delaware corporation with principal offices at 150 Apollo Drive, Chelmsford, MA ( hereinafter referred to as “Sycamore”) and SIEMENS AKTIENGESELLSCHAFT, a corporation existing under and by virtue of the laws of the Federal Republic of Germany having its division head office in Hofmannstraße 51, 81359 Munich, (hereinafter referred to as “Siemens”). Sycamore and Siemens are collectively referred to hereinafter as the “Parties”.

WHEREAS, The Parties entered into the Agreement on or about 13 June, 2002;

WHEREAS, the Parties now wish to amend the Agreement in accordance with its terms to, among other things, replace Exhibit D “Prices and Discounts”.

NOW, THEREFORE, for good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, the Parties hereby agree to modify the Agreement as follows:

1. Capitalized terms used herein and not otherwise defined herein shall have such meaning as set forth in the Agreement.

2. Exhibit D to the Agreement is deleted in its entirety and replaced with the attached new Exhibit D.

3. In Article 28.2 delete Sycamore’s mailing address and replace with the following address:

Sycamore Networks, Inc.

220 Mill Road

Chelmsford, MA 01824 USA

Attn: Vice President of Administration

Fax: 978-244-1097

4.     In the event of a conflict between the terms and conditions of this Amendment No. 1 and the Agreement, this Amendment No. 1 shall prevail. Except as expressly modified in this Amendment No. 1, all other terms and conditions of the Agreement shall remain in full force and effect.

31

IN WITNESS WHEREOF, the parties have caused this Amendment No. 1 to be executed in duplicate by their respective, duly authorized representatives:

SYCAMORE NETWORKS, INC. SIEMENS AG

By:	By:
Name:	Name:
Title:	Title:
Date:	Date:

32

Exhibit D

Prices and Discounts

Sycamores International Price List (prices)

The Price List for the *** of the Agreement is attached hereto as Annex 1.

Reseller Program and Discount Schedule:

Sycamore Networks has established a *** program:

***

An overview of program requirements and benefits include:

	Details	***	***	***
1.	DISCOUNT ***	***	***	***
2.	Annual Contract year revenue commitment (in US$)	***	***	***
3.	Quarterly Performance Meeting	Mandatory	Mandatory	Mandatory
4.	Demo and TAC Lab for internal use only including internal evaluations, TAC, training and demonstration purposes; (refer to paragraph below and to Exhibit E).	***	***	***
5.	***	***	***	***

33

***

***

Systems Engineers: TBD

Should be subject to SLA

Demonstration and evaluation Equipment: TBD

Should be subject to SLA

Should be subject to SLA

34

Annex 1—Price List

*** Entire Exhibit Confidential

35

Amendment No. 3

to the

Purchase Agreement

between

Sycamore Networks, Inc. and Siemens AG Munich, Germany

This is Amendment No. 3 (the “Amendment”), dated as of __ March 2003 (the “Effective Date”), to the Purchase Agreement dated 13 June 2002 (the “Agreement”), and is by and between Sycamore Networks, Inc., a Delaware corporation with principal offices at 220 Mill Road, Chelmsford, MA ( hereinafter referred to as “Sycamore”) and SIEMENS AKTIENGESELLSCHAFT, a corporation existing under and by virtue of the laws of the Federal Republic of Germany having its division head office in Hofmannstrasse 51, 81359 Munich, (hereinafter referred to as “Siemens”). Sycamore and Siemens are collectively referred to hereinafter as the “Parties”.

WHEREAS, The Parties entered into the Agreement on or about 13 June, 2002;

WHEREAS, section 5.1.2 of the Agreement stipulates the grant of rights regarding certain object code software of Sycamore to Siemens;

WHEREAS, Sycamore and Siemens wish to expand the terms and conditions of section 5.1.2;

WHEREAS, the parties wish to finalize the terms and conditions of Exhibit H to the Agreement;

NOW, THEREFORE, the Parties hereby agree to modify the Agreement and replace section 5.1.2 of the Agreement as follows:

1. Capitalized terms used herein and not otherwise defined herein shall have such meaning as set forth in the Agreement.

2. Section 5.1.2 of the Agreement is deleted in its entirety and replaced with the following:

5.1.2 Sycamore owns or has the right to sublicense as contemplated hereby certain object code software, either referenced herein, or provided to Siemens pursuant to a purchase order accepted hereunder, or included as an integral part of Contractual Products listed on Exhibit A, attached hereto, (herein collectively and individually referred to as the “Software”). Upon the agreement of the Parties, additional Software may be added to Exhibit A.

(i) Sycamore grants to Siemens the *** the object code form of the Software for internal use purposes of

***

36

The Software is copyrighted and Siemens is only authorized to reproduce one copy of the Software solely for back-up purposes. Siemens is hereby prohibited from otherwise copying or translating, modifying or adapting the Software or incorporating in whole or any part in any other product *** based on all or any part of the Software.

Siemens is not authorized to license others to reproduce any copies of the Software, except as expressly provided in this Agreement.

Siemens shall not decompile, disassemble or reverse engineer, the licensed Software or any component thereof, except as may be permitted by applicable law, in which case Siemens must notify Sycamore in writing and Sycamore may provide review and assistance.

Subject only to the licenses specifically granted herein, Sycamore is the sole owner of all rights, title and interest, including all copyrights, patents, trademarks, industrial designs, trade names, trade secrets and other intellectual property rights in the Software Products. Siemens agrees to ensure that all copyright, trademark and other proprietary notices of Sycamore affixed to or displayed on the Software Products will not be removed or modified.

The rights and licenses granted to Siemens under this paragraph (i) with respect to the Software may not be sold, licensed, sublicensed, rented, assigned or otherwise transferred to another party without the prior written consent of Sycamore or except as stated otherwise in this Agreement.

(ii) Sycamore grants to Siemens *** pursuant to terms and conditions substantially similar to the sample license terms stated in Exhibit H.

The rights to use that may be sublicensed by Siemens *** under this paragraph (ii) shall also include but not be limited to

• ***

  o     Sycamore grants to Siemens the ***

pursuant to license terms and conditions substantially similar to the sample license terms as stated under Exhibit H.

• The rights to use that ***.

Siemens´ Distribution Right as stated under 5.1.1 shall include the right to provide ***.

3. Exhibit H is attached hereto and hereby incorporated into the Agreement.

4. Siemens agreed to ***.

5. In the event of a conflict between the terms and conditions of this Amendment No. 3 and the Agreement, this Amendment No. 3 shall prevail. Except as expressly modified in this Amendment No. 3, all other terms and conditions of the Agreement shall remain in full force and effect.

IN WITNESS WHEREOF, the parties have caused this Amendment No. 3 to be executed in duplicate by their respective, duly authorized representatives:

37

SYCAMORENETWORKS, INC.	SIEMENS AG
By:	By:
Name:	Name:
Title:	Title:
Date:	Date:

38

Exhibit H

Contractual Product Software

Sample License Terms and Conditions

1. License Grant.

a. On and subject to the terms and conditions of this License Agreement, *** to:

(i) use *** Software *** such as including, but not limited to, ***;

(ii) The Licensee shall have the right to ***; and

b. Subject only to the licenses specifically granted herein, Sycamore Networks, Inc. (“Sycamore” or the “Product Provider”) is *** in the Contractual Product Software. Licensee is hereby prohibited from otherwise copying or translating, modifying or adapting the Contractual Product Software or incorporating in whole or any part in any other product *** except as expressly provided in this License Agreement. Licensee agrees to ensure that all copyright, trademark and other proprietary notices of Sycamore affixed to or displayed on the Contractual Product Software will not be removed or modified. Licensee shall not and agrees to cause its End-Users to agree to ***. In such case, Licensee or its End-User must notify Sycamore in writing and Sycamore may provide review and assistance. Except as expressly provided herein, the rights and licenses granted to Licensee with respect to the Contractual Product Software may not be *** without the prior written consent of Sycamore.

2. Sycamore’s Rights. Licensee agrees that the Contractual Product Software and the User Documentation are proprietary, confidential products of Sycamore or Sycamore’s licensor protected under U.S. copyright law and Licensee will use Licensee’s best efforts to maintain their confidentiality. Licensee further acknowledges and agrees that all right, title and interest in and to the Contractual Product Software, including associated intellectual property rights, are and shall remain with Sycamore ***. This License Agreement does not convey to Licensee an interest in or to the Contractual Product Software, but only a limited right of use revocable in accordance with the terms of this License Agreement.

3. Termination. Licensee may terminate this License Agreement at any time by returning the Contractual Product Software and all copies or portions thereof to Siemens. Siemens may terminate this License Agreement upon the breach by Licensee of any term hereof. Upon the effective date of a termination of this Agreement for Licensee’s breach, the license granted to Licensee under this Agreement shall terminate and Licensee shall immediately discontinue use of the software and all copies and documentation thereof, purge all software from its systems and return all such copies and documentation to Siemens. Termination of this License Agreement shall not prejudice Siemens’ rights to damages or any other available remedy.

39

4. Export Control. With respect to Contractual Product Software that includes materials or technology originating from the United States of America, Licensee agrees that it will comply with all export laws and regulations of the United States Office of Export Administration and any other appropriate government agency. In the event that Licensee intends to export or re-export Contractual Product Software subject to an export restriction, Licensee will inform Siemens accordingly and Siemens shall obtain any necessary re-export licenses from the relevant authorities.

5. Third Party Beneficiary. If the Contractual Product Software incorporates or otherwise contains any intellectual property of any third party pursuant to a license agreement in favor of Sycamore and sublicensed to Licensee, such third party shall, to the extent permitted by law, be a third party beneficiary of the terms and conditions of this License Agreement.

40

Amendment No. 4

to the

Purchase Agreement

between

Sycamore Networks, Inc. and Siemens AG Munich, Germany

This is Amendment No. 4 (the “Amendment”), dated as of __________ 2003 (the “Effective Date”), to the Purchase Agreement dated 13 June 2002 (the “Agreement”), and is by and between Sycamore Networks, Inc., a Delaware corporation with principal offices at 220 Mill Road, Chelmsford, MA (hereinafter referred to as “Sycamore”) and SIEMENS AKTIENGESELLSCHAFT, a corporation existing under and by virtue of the laws of the Federal Republic of Germany having its division head office in Hofmannstrasse 51, 81359 Munich, (hereinafter referred to as “Siemens”). Sycamore and Siemens are collectively referred to hereinafter as the “Parties”.

WHEREAS, The Parties entered into the Agreement on or about 13 June, 2002;

WHEREAS, on the effective date of the Agreement the Parties had not yet finished certain exhibits to the Agreement;

WHEREAS, the Parties wish to finalize the terms and conditions of exhibits E and F to the Agreement;

WHEREAS, the Parties wish to add Exhibit E entitled “Nonconformance to Specifications Correction Procedure” to the Agreement;

WHEREAS, the Parties wish to add Exhibit F entitled “Maintenance and Support Services” to the Agreement;

NOW, THEREFORE, for good and valuable consideration the receipt and sufficiency of which is hereby acknowledged the Parties hereby agree to modify the Agreement as follows:

1. Capitalized terms used herein and not otherwise defined herein shall have such meaning as set forth in the Agreement.

2. Exhibits E and F are attached hereto and hereby incorporated into the Agreement.

3. In the event of a conflict between the terms and conditions of this Amendment and the Agreement, this Amendment shall prevail. Except as expressly modified in this Amendment, all other terms and conditions of the Agreement shall remain in full force and effect.

4. Sections 28.3 and 28.4 of the Agreement shall also apply to this Amendment.

IN WITNESS WHEREOF, the Parties have caused this Amendment to be executed in duplicate by their respective, duly authorized representatives:

41

SYCAMORE NETWORKS, INC.	SIEMENS AG
By:	***
Name:	***
Title:	***
Date:	***
	***
	***
	***
	***

42

Exhibit E

Nonconformance to Specifications Correction Procedure

This Exhibit is an attachment to the Purchase Agreement between Sycamore Networks, Inc., Chelmsford, MA, USA and Siemens AG Munich, Germany dated June 13, 2002 (the “Agreement”) and is hereby incorporated into and made a part of the Agreement. In the event of a conflict between the terms and conditions of this Exhibit and the Agreement, the terms of this Exhibit shall prevail.

The parties shall mutually agree to assign a Severity Level (as defined in Section 6.2.4 of Exhibit F) to each case of a reported problem or nonconformance of Level 3 Support Services, depending on the importance and urgency of the respective problem and nonconformance.

Performance Goals

*** Performance Goals shall apply:

***

Assumptions

• Sycamore shall not be responsible to meet the performance goals ***.

• The performance goals contained in this Exhibit are based on Sycamore’s assumption that ***.

• ***.

• ***.

Definitions:

• Business Day:

***. Eastern Standard Time Monday through Friday Excluding Sycamore Company Holidays.¹

¹ Sycamore Company Holidays.

Sycamore Company Holidays for calendar year 2003 are:

Jan 1, 2004 Company Holiday—New Year's Day

May 31, 2004 Company Holiday—Memorial Day

43

• Fault Correction Time:

The period of time that has elapsed between ***.

• Progress Time:

The period of time that has elapsed between the ***.

• Resolution:

Means ***.

• Response Time:

The period of time that has elapsed ***.

• Service Request

A request made by the Siemens TAC to the Sycamore TAC for assistance with a problem, question, or event related to Contractual Products. A valid Service Request must include the required information specified in Exhibit F.

• Fault Correction Notification Time:

The period of time that has elapsed between ***.

• Settling Time

The time between Sycamore TAC’s response ***.

July 5, 2004 Company Holiday—Independence Day Observed

Sep 6, 2004 Company Holiday—Labor Day

Nov 25, 2004 Company Holiday—Thanksgiving Day

Nov 26, 2003 Company Holiday—Day after Thanksgiving

Dec 24, 2003 Company Holiday—Christmas Day Observed

Sycamore shall provide Siemens with a list of Sycamore Company Holidays for each calendar year within thirty (30) days before the beginning of the subject year.

44

EXHIBIT F

ENTIRE EXHIBIT CONFIDENTIAL

***

45

Amendment No. 6

to the

Purchase Agreement

between

Sycamore Networks, Inc. and Siemens AG Munich, Germany

This is Amendment No. 6 (“this Amendment”), dated as of August 8, 2005, to the Purchase Agreement dated 13 June 2002, as amended (“the Agreement”), and is by and between Sycamore Networks, Inc., a Delaware corporation with principal offices at 220 Mill Road, Chelmsford, MA (hereinafter referred to as “Sycamore”) and SIEMENS AKTIENGESELLSCHAFT, a corporation existing under and by virtue of the laws of the Federal Republic of Germany having its division head office in Hofmannstrasse 51, 81359 Munich, (hereinafter referred to as “Siemens”). Sycamore and Siemens are collectively referred to hereinafter as the “Parties”.

WHEREAS the Agreement governs the purchase and sale of Sycamore’s Contractual Products by Siemens;

WHEREAS Siemens desires to purchase Contractual Products from Sycamore for sale to KDnet for the KT Corp. OXC Project (“the Project) under the prices contained in Exhibit A to this Amendment;

WHEREAS the Parties have mutually agreed that the terms and conditions set forth in Exhibit B shall apply to the purchase and sale of Contractual Products to Siemens for the KT Corp. OXC Project only; and

WHEREAS Sycamore has offered under certain conditions to achieve expedited delivery on certain Contractual Products set forth in Exhibit C.

NOW, THEREFORE, for good and valuable consideration the receipt and sufficiency of which is hereby acknowledged the Parties hereby agree to modify the Agreement as follows:

1. Capitalized terms used herein and not otherwise defined herein shall have such meaning as set forth in the Agreement.

46

2. This Amendment shall only apply in respect of the Project.

3 This Amendment will commence on August 8, 2005 (“the Effective Date”) and shall continue in effect for a period of *** thereafter, unless extended by written agreement of the Parties hereto. In the event of termination or expiry of the Agreement, this Amendment shall automatically terminate.

4 Exhibits A, B and C are attached hereto and incorporated herein.

5 The terms and conditions of this Amendment, including all exhibits hereto, together with Agreement, constitute the entire agreement between the Parties for the sale of Contractual Products to KDnet for the KT Corp. OXC Project and supersede all previous agreements and understandings, whether oral or written, between the Parties hereto with respect to the subject matter hereof. In the event of a conflict between the terms and conditions of this Amendment and the Agreement, this Amendment shall prevail. Except as expressly modified in this Amendment, all other terms and conditions of the Agreement shall remain in full force and effect.

6 Sycamore agrees to deliver the Contractual Products referred to in Exhibit C in accordance with the delivery schedule in Exhibit C in consideration of the terms and conditions set out in Item 7 below.

7 Expedited Delivery Fee. Siemens shall reimburse Sycamore for the costs of expediting the delivery of the Contractual Products in Exhibit C in accordance with the delivery dates in Exhibit C provided always Siemens liability under this Section shall be limited ***. Sycamore shall give notice to Siemens of the cost of expediting delivery (“Expedited Delivery Fee”) within *** of receipt of Purchase Order(s) for the Contractual Product listed on Exhibit C.

If and only if Sycamore shall meet all the delivery dates set out in Exhibit C, then within *** of the delivery of the last Contractual Product in Exhibit C, Siemens shall provide Sycamore with *** purchase order for Expedited Delivery Fee of expediting delivery. Siemens shall pay the Expedited Delivery Fee *** of receipt of the invoice thereof. Should Sycamore ***(as defined in *** of the Agreement) by more than *** from date of purchase order for any product in Exhibit C, Sycamore agrees to grant to Siemens, in lieu of actual damages, ***.

IN WITNESS WHEREOF, the Parties have caused this Amendment to be executed in duplicate by their respective, duly authorized representatives:

SYCAMORE NETWORKS, INC. By                                                                                    SIEMENS AG By                                                                                   

47

Name:	Name:
Title:	Title:
Date:	Date:

48

EXHIBIT A

Pricing

related to the KT Corp. OXC Project

*** Entire Exhibit Confidential

49

EXHIBIT B

Additional Terms and Conditions

related to the KT Corp. OXC Project

1 a. The list pricing is contained in Exhibit A and shall *** for a period *** from the Effective Date of Amendment No. 6 (“the Initial Term”). For the Initial Term, Siemens is eligible for ***attached in Exhibit A on Sycamore hardware products only and not software and services.

In consideration of the pricing terms contained in this Amendment, ***

***

b.2 ***

b.3 Payment of any amount owed Sycamore as a result of such reconciliation shall be ***. In the event that Siemens is late with payment then Sycamore shall be entitled to exercise the option *** purchase orders for the Project and be entitled to *** of all Contractual Products ordered for the Project until ***

b.4 ***

2 Harmonized Product Codes. *** will be responsible for any change in coding required due to the fact that *** has determined in its sole discretion that it ***. However, *** cannot be responsible for a code change required by ***.

3 Services Pricing and Payment. Unless modified by this Amendment, Service pricing is contained in Annex F-4 of Exhibit F to the Agreement.

Sycamore agrees to offer unbundled Software Maintenance Service as follows:

Description	Price
200026 Maintenance Fix Release ***	***
200008 Software Upgrades ***	***

50

***Siemens shall provide Sycamore with a purchase order for Standard Return to Factory Service (Product Code 203007) for ***. Sycamore shall invoice Siemens ***. Siemens shall pay Sycamore not later than *** the receipt of such pertaining invoice(s).

At the time of each order Siemens shall provide Sycamore with a purchase order for Maintenance Fix Release Service (Product Code 200026) for ***. Sycamore shall invoice Siemens ***. Siemens shall pay Sycamore not later than *** the receipt of such pertaining invoice.

For the avoidance of doubt, to the extent that ***

4 Product Code 200008—Software Upgrade Service. ***

The anniversary date shall be the date of Sycamore’s acceptance of the Initial Software Upgrade Service Purchase Order (the “Anniversary Date”). For Contractual Products acquired by Siemens during the initial year after the Anniversary Date, or for new Contractual Product purchases in any subsequent year, ***. Siemens shall provide Sycamore with a Purchase Order ***. Pertaining invoices shall be paid ***.

Software Upgrade Service may be purchased by Siemens ***.

Upon the second, and any subsequent, Anniversary Date, Sycamore shall provide Siemens ***. Pertaining invoices shall be paid ***.

5 ***

6 Support Period.

Sycamore agrees to offer Services for any Contractual Products and the most recent release of Software for such Contractual Products for a period of *** to Siemens under an accepted Purchase Order for the Project, ***.

END OF EXHIBIT B

51

Exhibit A

*** Entire Exhibit Confidential

52

EXHIBIT C

Expedited Delivery Schedule

DELIVERY DATE OCTOBER 1, 2005

*** Entire Exhibit Confidential

53

EX-31.1

EXHIBIT 31.1 – CERTIFICATION OF CHIEF EXECUTIVE OFFICER

I, Daniel E. Smith, certify that:

1) I have reviewed this quarterly report on Form 10-Q of Sycamore Networks, Inc.;

2) Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3) Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report.

4) The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5) The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 29, 2005

/S/    DANIEL E. SMITH         

Daniel E. Smith

President and Chief Executive Officer

EX-31.2

EXHIBIT 31.2 – CERTIFICATION OF CHIEF FINANCIAL OFFICER

I, Richard J. Gaynor, certify that:

1) I have reviewed this quarterly report on Form 10-Q of Sycamore Networks, Inc.;

2) Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3) Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report.

4) The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5) The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 29, 2005

/S/    RICHARD J. GAYNOR        

Richard J. Gaynor

Chief Financial Officer

EX-32.1

EXHIBIT 32.1 – CERTIFICATION OF CHIEF EXECUTIVE OFFICER

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Sycamore Networks, Inc. (the “Company”) on Form 10-Q for the period ending October 29, 2005 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Daniel E. Smith, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company, as of, and for the periods presented in the Report.

/s/ Daniel E. Smith

Daniel E. Smith

President and Chief Executive Officer

November 29, 2005

EX-32.2

EXHIBIT 32.2 – CERTIFICATION OF CHIEF FINANCIAL OFFICER

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Sycamore Networks, Inc. (the “Company”) on Form 10-Q for the period ending October 29, 2005 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Richard J. Gaynor, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company, as of, and for the periods presented in the Report.

/s/ Richard J. Gaynor

Richard J. Gaynor

Chief Financial Officer, Vice President,

Finance and Administration, Secretary and Treasurer

November 29, 2005