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technologies currently being developed, or which we have not yet commercially deployed, or which require us to build networks. Some of
these supply contracts contain delivery and installation timetables, performance criteria and other contractual obligations which, if not met,
could result in our having to pay substantial penalties or liquidated damages and/or the termination of the supply contract. Unexpected
developments in these supply contracts could have a material adverse effect on our revenues, cash flows and relationships with our customers.
Our ability to meet customer demand is, in part, dependent on us obtaining timely and adequate component parts and products from suppliers,
contract manufacturers, and internal manufacturing capacity. As part of the transformation of our supply chain from a vertically integrated
manufacturing model to a virtually integrated model, we have outsourced substantially all of our manufacturing capacity to contract
manufacturers, including an agreement with Flextronics announced on June 29, 2004 regarding the divestiture of certain of our manufacturing
operations and related activities. The transfer to Flextronics of our optical design operations and related assets in Ottawa, Canada and
Monkstown, Northern Ireland was completed in the fourth quarter of 2004. The transfer of our manufacturing activities in Montreal, Canada is
expected to be completed in the first quarter of 2005. The balance of the divestiture is anticipated to close in the first half of 2005, subject to
completion of the required information and consultation processes with the relevant employee representatives. Upon the completion of the
divestiture, a significant portion of our supply chain will be concentrated with Flextronics. We work closely with our suppliers and contract
manufacturers to address quality issues and to meet increases in customer demand, when needed, and we also manage our internal
manufacturing capacity, quality, and inventory levels as required. However, we may encounter shortages of quality components and/or
products in the future. In addition, our component suppliers and contract manufacturers have experienced, and may continue to experience, a
consolidation in the industry and financial difficulties, both of which may result in fewer sources of components or products and greater
exposure to the financial stability of our suppliers. A reduction or interruption in component supply or external manufacturing capacity, a
significant increase in the price of one or more components, or excessive inventory levels could materially and negatively affect our gross
margins and our operating results and could materially damage customer relationships.
Many of our current and planned products are highly complex and may contain defects or errors that are detected only after
deployment in telecommunications networks, which could harm our reputation.
Our products are highly complex, and some of them can be fully tested only when deployed in telecommunications networks or with other
equipment. From time to time, our products have contained undetected defects, errors or failures. The occurrence of any defects, errors or
failures could result in cancellation of orders, product returns, diversion of our resources, legal actions by our customers or our customers’ end
users and other losses to us or to our customers or end users. Any of these occurrences could also result in the loss of or delay in market
acceptance of our products and loss of sales, which would harm our business and adversely affect our business, results of operations and
financial condition.
Our business may suffer if our strategic alliances are not successful.
We have entered into a number of strategic alliances with suppliers, developers and members in our industry to facilitate product compatibility,
encourage adoption of industry standards or to offer complementary product or service offerings to meet customer needs. In some cases, the
companies with which we have strategic alliances also compete against us in some of our business areas. If a member of a strategic alliance
fails to perform its obligations, if the relationship fails to develop as expected or if the relationship is terminated, we could experience delays in
product availability or impairment of our relationships with our customers.
In addition to the investigations and litigation arising out of our restatements, we are also subject to numerous class actions and other
lawsuits as well as lawsuits in the ordinary course of business.
In addition to the investigations and litigation arising out of our restatements, we are currently a defendant in numerous class actions and other
lawsuits, including lawsuits initiated on behalf of holders of our common shares, which seek damages of material and indeterminate amounts,
as well as lawsuits in the ordinary course of our business. In the future, we may be subject to similar litigation. The defense of these lawsuits
may divert our management’s attention, and we may incur significant expenses in defending these lawsuits (including substantial fees of
lawyers and other professional advisors and potential obligations to indemnify officers and directors who may be parties to such actions). In
addition, we may be required to pay judgments or settlements that could have a material adverse effect on our results of operations, financial
condition and liquidity.
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