Aiming to become the global leader in chip-scale photonic solutions by deploying Optical Interposer technology to enable the seamless integration of electronics and photonics for a broad range of vertical market applications

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Message: Statement of Work Under the Master Development and Supply Agreement

I hope we will see something like this soon... C'mon POET now it is time to deliver!!! Link

... PURPOSE

Apple and Company are parties to that certain Master Development and Supply Agreement [*****], effective as of August 6, 2008 (the “Agreement”) and now desire to add this SOW to the Agreement to set forth terms and conditions specific to the development and production of products and services to be provided by Company and its affiliates under the Agreement for use in Apple’s products.

...


1.

Production Services and Order Fulfillment

1.1. Goods. Supplier agrees to sell and deliver the Goods listed on Schedule 1 attached hereto, to [*****] in accordance with the Agreement and the Specifications and other requirements set forth in the documents listed in Schedule 2 attached hereto and all software required to use the Goods [*****], in [*****] (“Software”). The Specifications and other documents set forth on Schedule 2 are incorporated herein by reference. The Goods are described in Project Requirements Document No. [*****], the initial version of which is attached in Schedule 3 and hereby incorporated herein by reference (the “PRD”)

1.2. Flexibility Schedule. The Flexibility Schedule of the [*****] is as follows:

Notice

Given

% [*****]

£ [*****] weeks

[*****] %

> [*****] weeks £ [*****]

[*****] %

> [*****] weeks

[*****] %

[*****]

Certain portions denoted with an asterisk have been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

...

IN WITNESS WHEREOF, the parties hereto have caused this SOW to be executed by their duly authorized representatives.

Apple Inc.

Audience Inc.

By

/s/ Tony J. Blevins

By

/s/ Peter Santos

Name

Tony J. Blevins

Name

Peter Santos

Title

Sr. Director, Operations

Title

President & CEO

Apple [*****]

By

/s/ [*****]

Name

[*****]

Title

Director

Date

9 September 2008

[*****]

Certain portions denoted with an asterisk have been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

Need to Know Confidential

Page 6

SCHEDULE 1

Goods

Apple

Part

Supplier

Part #

Price* Lead
Time
MOQ Description
[*****] [*****] [*****] [*****] [*****] [*****]

[*****]

units

[*****]

*

Prices will be the [*****] paid for each unit of such Goods.

Milestone/Progress Review

Est. Date [*****] Payment

i)

Payable upon the [*****]

[*****] $ [*****]

ii)

Payable upon the [*****]

[*****] $ [*****]

iii)

Payable upon [*****] using Goods

[*****] $ [*****]
Total $ [*****]

Notes:

The above [*****] includes the initial [*****] and delivery of samples including [*****] from each of the [*****].

[*****]

Certain portions denoted with an asterisk have been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

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