NETWORK APPLIANCE INC
EXHIBIT 10.75
<DOCUMENT>
<TYPE>EX-10.75
<SEQUENCE>2
<FILENAME>f70271ex10-75.txt
<DESCRIPTION>EXHIBIT 10.75
<TEXT>

<PAGE>   1
                                                                   EXHIBIT 10.75

NOTE: Portions of this Exhibit are the subject of a Confidential Treatment
Request by the Registrant to the Securities and Exchange Commission. Such
portions have been redacted and are marked with a "[*]" in place of the redacted
language.


                         PATENT CROSS LICENSE AGREEMENT

                                     BETWEEN

                  NETWORK APPLIANCE INC. AND INTEL CORPORATION

This Patent Cross License Agreement ("Agreement") is entered into as of October
1, 2000 ("Effective Date") by and between Network Appliance Inc., a California
corporation, having an office at 495 East Java Drive, Sunnyvale, California
94089, U.S.A. ("Network Appliance") and Intel Corporation, a Delaware
corporation, having an office at 2200 Mission College Blvd., Santa Clara,
California 95052, U.S.A. ("Intel").

IN CONSIDERATION OF THE MUTUAL COVENANTS AND PROMISES CONTAINED HEREIN, THE
PARTIES AGREE AS FOLLOWS:

1.   DEFINITIONS

     1.1.  "Capture Period" shall mean any time on or prior to the seventh
           anniversary of the Effective Date.

     1.2.  "Flash Memory Products" shall mean non-volatile Integrated Circuits
           capable of storing data that are electrically programmable and
           electrically erasable.

     1.3.  "Information System Product" shall mean any active circuit element,
           apparatus, appliance, circuit assembly, computer, device, equipment,
           firmware, housing, Integrated Circuit, instrumentality, material,
           method, passive circuit element, process, service, software,
           substrate or other means for calculating, classifying, combining,
           computing, detecting, displaying, handling, hosting, imaging,
           inputting, manifesting, measuring, modifying, networking,
           originating, photographing, playing, printing, processing, providing,
           receiving, recording, reproducing, retrieving, scanning, serving,
           storing, switching, transmitting or utilizing data or other
           information for business, scientific, control or other purposes,
           including components and subsystems thereof or supplies therefore.

     1.4.  "Integrated Circuit" shall mean an integrated unit comprising (a) one
           or more active and/or passive circuit elements associated on one or
           more substrates, such unit forming, or contributing to the formation
           of, a circuit for performing electrical functions (including, if
           provided therewith, housing and/or supporting means) in combination
           with (b) any and all firmware, microcode or drivers, if needed to
           cause such circuit to perform substantially all of its intended
           hardware functionality, whether or not such firmware, microcode or
           drivers are shipped with such integrated unit or installed at a later
           time.

     1.5.  "Intel Architecture Emulator" shall mean software that, through
           emulation, simulation or any other process, allows a computer that
           does not contain an Intel

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           Compatible Processor (or a processor that is not an Intel Compatible
           Processor) to execute binary code that is capable of being executed
           on an Intel Compatible Processor.

     1.6.  "Intel Compatible Chipsets" shall mean one or more Integrated
           Circuits that alone or together are capable of (i) electrically
           interfacing directly (with or without buffering or pin reassignment)
           with an Intel Processor to form the connection between an Intel
           Processor and any other device including, without limitation,
           Processors, input/output devices, and memory; or (ii) communicating
           directly with any Intel Compatible Processor through an Intel
           Interface.

     1.7.  "Intel Compatible Compiler" shall mean a compiler that generates
           object code that can, with or without additional linkage processing,
           be executed on any Intel Processor.

     1.8.  "Intel Compatible Processor" shall mean any Processor that (a) can
           perform substantially the same functions as an Intel Processor by
           compatibly executing or otherwise processing (i) a substantial
           portion of the instruction set of an Intel Processor or (ii) object
           code versions of applications or other software targeted to run on or
           with an Intel Processor, in order to achieve substantially the same
           result as an Intel Processor; or (b) is substantially compatible with
           an Intel Processor Bus.

     1.9.  "Intel Interface" shall mean a proprietary bus or other data path
           first introduced by Intel that (a) is capable of transmitting and/or
           receiving information inside an Integrated Circuit or between two or
           more Integrated Circuits, together with the set of protocols defining
           the electrical, physical, timing and functional characteristics,
           sequences and control procedures of such bus or data path; and (b)
           Intel has not granted a license to or committed to grant a license to
           through participation in a formal or informal Standard Industry Group
           or other standard setting body; and (c) Intel has not publicly
           disclosed with no obligation of confidentiality.

     1.10. "Intel Licensed Products" shall mean any Intel product that
           constitutes: (a) an Information System Product (b) software or (c)
           any combination thereof, that are sold by Intel as Intel's own
           product (subject to the limitations set forth in Section 3.4) and not
           on behalf of another, provided that Intel Licensed Products shall not
           include any Network Appliance Proprietary Products.(*)



*Confidential treatment requested for redacted portion.


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     1.11. "Intel Processor" shall mean a Processor first developed by, for or
           with substantial participation by Intel, or the design of which has
           been purchased or otherwise acquired by Intel, including without
           limitation the Intel 8086, 80186, 80286, 80386, 80486, Pentium(R),
           Pentium Pro, Pentium(R) II, Pentium(R) III, StrongARM, Xscale,
           Itanium(R) processor, 80860 and 80960 microprocessor families, and
           the 8087, 80287, and 80387 math coprocessor families.

     1.12. "Intel Processor Bus" shall mean an Intel Interface that is capable
           of connecting one or more Intel Processors to each other, to an Intel
           Compatible Chipset or to a main memory or cache.

     1.13. "Intel Proprietary Product" shall mean Copied Intel Products, Intel
           Compatible Processors, Intel Architecture Emulators, Intel Compatible
           Compilers, Intel Compatible Chipsets, Intel Interfaces (including
           Intel Processor Buses) and Flash Memory Products.

     1.14. "Licensed Product" shall mean a Network Appliance Licensed Product or
           an Intel Licensed Product as applicable.

     1.15. "Network Appliance Caching Appliances" shall mean thin server caching
           appliances having as their exclusive purpose the provision of proxy
           caching storage management for data servers.

     1.16. "Network Appliance Filers" shall mean file servers having as their
           exclusive purpose the storing and retrieving of data files on a
           computer network.

     1.17. "Network Appliance Licensed Products" shall mean any Network
           Appliance product that constitutes: (a) a Network Appliance Caching
           Appliance, (b) a Network Appliance Filer, (c) software or (d) any
           combination thereof, and that is sold by Network Appliance as Network
           Appliance's own product (subject to the limitations set forth in
           Section 3.4) and not on behalf of another, provided that Network
           Appliance Licensed Products shall not include any Intel Proprietary
           Products.

     1.18. "Patents" shall mean all classes or types of patents other than
           design patents (including, without limitation, originals, divisions,
           continuations, continuations-in-part, extensions or reissues), and
           applications for these classes or types of patent rights in all
           countries of the world (collectively "Patent Rights") that, at any
           time during the term of this Agreement, are owned or controlled by
           the applicable party or any of its Subsidiaries or to which such
           entities have the right to grant licenses, that have a first
           effective filing date during the Capture Period and to the extent
           that the applicable party or its Subsidiaries has the right to grant
           licenses within and of the scope set forth herein and without the
           requirement to pay consideration to any third party (other than
           employees of the applicable party or its Subsidiaries) for the grant
           of a license under this Agreement.


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     1.19. "Processor" shall mean any Integrated Circuit or combination of
           Integrated Circuits capable of processing digital data, such as a
           microprocessor or coprocessor (including, without limitation, a math
           coprocessor, graphics coprocessor, or digital signal processor).

     1.20. "Subsidiary" shall mean any corporation, partnership, joint venture,
           limited liability company or other entity, now or hereafter, in which
           a party

           (a) owns or controls (either directly or indirectly) or originally
               contributed (either directly or indirectly) at least fifty
               percent (50%) of the tangible and intangible assets of such
               entity; and

           (b) owns or controls (either directly or indirectly) either of the
               following:

               (1)  if such entity has voting shares or other securities, more
                    than fifty percent (50%) of the outstanding shares or
                    securities entitled to vote for the election of directors or
                    similar managing authority and such entity is under no
                    obligation (contractual or otherwise) to directly or
                    indirectly distribute more than fifty percent (50%) of its
                    profits to a third party, or

               (2)  if such entity does not have voting shares or other
                    securities, more than fifty percent (50%) of the ownership
                    interest that represents the right to make decisions for
                    such entity and an interest sufficient to receive more than
                    fifty percent (50%) of the profits and/or losses of such
                    entity.

           (c) An entity shall be deemed to be a Subsidiary under this Agreement
               only so long as all requisite conditions of being a Subsidiary
               are met.

2.   MUTUAL RELEASES

     2.1. Network Appliance. Network Appliance, on behalf of itself and its
          Subsidiaries, hereby releases, acquits and forever discharges Intel,
          its Subsidiaries that are Subsidiaries as of the Effective Date or
          become Subsidiaries during the term of this Agreement, and its and
          their distributors and customers, direct and indirect, from any and
          all claims or liability for infringement (direct, induced, indirect or
          contributory) of any Network Appliance Patents that arose prior to the
          Effective Date of this Agreement, to the extent such infringement
          would have been licensed under the license granted to Intel hereunder
          if such license had been in existence at the time of such infringing
          activity.

     2.2. Intel. Intel, on behalf of itself and its Subsidiaries, hereby
          releases, acquits and forever discharges Network Appliance, its
          Subsidiaries that are Subsidiaries as of the Effective Date or become
          Subsidiaries during the term of this Agreement, and its and their
          distributors and customers, direct and indirect, from any and all
          claims or liability for infringement (direct, induced, indirect or
          contributory) of

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          any Intel Patents that arose prior to the Effective Date of this
          Agreement, to the extent such infringement would have been licensed
          under the license granted to Network Appliance hereunder if such
          license had been in existence at the time of such infringing activity.

3.   GRANT OF RIGHTS

     3.1. Network Appliance License to Intel. Subject to the terms and
          conditions of this Agreement, Network Appliance hereby grants to Intel
          a non-exclusive, non-transferable, royalty-free, worldwide license,
          without the right to sublicense, under Network Appliance's Patents to:

          (a)  make, use, sell (directly or indirectly), offer to sell, import
               and otherwise dispose of all Intel Licensed Products; and

          (b)  make, have made, use and/or import any equipment and practice any
               method or process for the manufacture, use and/or sale of Intel
               Licensed Products; and

          (c)  have made (subject to the limitations set forth in Section 3.3)
               Intel Licensed Products by another manufacturer for supply solely
               to Intel for use, import, sale, offer for sale or disposition by
               Intel pursuant to the license granted above in Section 3.1(a).

     3.2. Intel License to Network Appliance. Subject to the terms and
          conditions of this Agreement, Intel hereby grants to Network Appliance
          a non-exclusive, non-transferable, royalty-free, worldwide license,
          without the right to sublicense, under Intel's Patents to:

          (a)  make, use, sell (directly or indirectly), offer to sell, import
               and otherwise dispose of all Network Appliance Licensed Products;
               and

          (b)  make, have made, use and/or import any equipment and practice any
               method or process for the manufacture, use and/or sale of all
               Network Appliance Licensed Products; and

          (c)  have made (subject to the limitations set forth in Section 3.3)
               Network Appliance Licensed Products by another manufacturer for
               supply solely to Network Appliance for use, import, sale, offer
               for sale or disposition by Network Appliance pursuant to the
               license granted above in Section 3.2(a).

          (d)  The licenses granted to Network Appliance to make, use, sell,
               offer for sale, import or otherwise dispose of Network Appliance
               Licensed Products includes the right to assemble and combine
               Integrated Circuits that are not Intel Proprietary Products into
               such Network Appliance Licensed Products, but does not include
               any license to make, have made, use, sell,

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               offer to sell, import or otherwise dispose of Integrated Circuits
               themselves, including those Integrated Circuits that are included
               in Network Appliance Licensed Products (except as replacement
               parts for such Network Appliance Licensed Products).

     3.3. Have Made Rights.

          (a)  Each party's rights to have Licensed Products manufactured for it
               by third parties under the licenses granted under Sections 3.1
               and 3.2 above shall apply only when the designs, specifications
               and working drawings for the manufacture of the Licensed Product
               to be manufactured by such third party are furnished to the third
               party manufacturer by the party licensed under this Agreement
               ("Licensed Party").

          (b)  The parties understand and acknowledge that a party's Licensed
               Products may consist of software, and that software is often
               distributed to end users by providing a single master copy of
               such software to a distributor, replicator, VAR, OEM or other
               agent and authorizing such agent to reproduce such software in
               substantially identical form. Accordingly, the parties agree that
               the licenses granted in this Section 3 are intended to apply to
               the reproduction and subsequent distribution of such software
               Licensed Products in substantially identical form by such
               authorized agent.

          (c)  Upon written request of the party to this Agreement that grants
               the relevant license to the Licensed Party ("Requesting Party"),
               the Licensed Party shall, within 30 days of receiving such
               request, inform the Requesting Party in writing whether, and if
               so to what extent, any manufacturer identified by the Requesting
               Party is manufacturing any Licensed Product for the Licensed
               Party pursuant to the "have made" rights granted under this
               Agreement.

     3.4. Clarification Regarding Patent Laundering. The parties understand and
          acknowledge that the licenses granted hereunder are intended to cover
          only the products of the two parties to this Agreement, and are not
          intended to cover manufacturing activities that either party may
          undertake on behalf of third parties (patent laundering activities).
          Similarly, the licenses provided under this Agreement are not intended
          to cover services provided by the parties to the extent that such
          services are provided to or on behalf of a third party using tangible
          or intangible materials provided by or on behalf of the third party.
          Accordingly, by way of clarification, the following guidelines are
          provided to aid the determination of whether a party's product is a
          Licensed Product as defined herein or whether such product is
          disqualified from being a Licensed Product because circumstances
          surrounding the manufacture of the product suggest patent laundering.

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          (a)  Products of either party (including, without limitation,
               Application Specific Integrated Circuits "ASICs") that otherwise
               meet the definition of Licensed Product are disqualified as
               Licensed Products if such products are manufactured on behalf of
               a third party from designs received in a substantially completed
               form from a third party for resale to or on behalf of that party.

          (b)  Products of either party (including, without limitation, ASICs)
               that otherwise meet the definition of Licensed Product are not
               disqualified as Licensed Products under the prohibition against
               patent laundering set forth in this Section 3.4 if:

               (1)  the party selling such Licensed Product owns the design of
                    such product and is under no obligation that restricts the
                    sale of such Licensed Product; or

               (2)  the party selling such Licensed Product has an unrestricted,
                    royalty-free ownership or license right to the design of the
                    Licensed Product.

     3.5. Licenses and Subsidiaries.

          (a)  Intention for Subsidiaries to be Bound.

               (1)  Except as expressly provided herein, the parties intend that
                    this Agreement shall extend to all of each party's
                    Subsidiaries. The parties agree that to the extent they are
                    not already bound, each party shall use reasonable and
                    diligent efforts to ensure that all such Subsidiaries are
                    bound by the terms of this Agreement.

               (2)  Each party agrees to take all steps that are reasonable and
                    in good faith under the circumstances to ensure that all
                    Patents directed to inventions that are made by its
                    employees and/or contractors either alone or in conjunction
                    with the employees and/or contractors of one or more of its
                    Subsidiaries are licensed under this Agreement. Each party
                    further agrees to take all steps that are reasonable and in
                    good faith under the circumstances to ensure that all
                    Patents directed to inventions that are made in substantial
                    part using funding provided directly or indirectly by that
                    party and/or its Subsidiaries are licensed under this
                    Agreement.

               (3)  Notwithstanding the foregoing, both parties understand and
                    intend that there are circumstances in which a party could
                    reasonably agree in good faith with a third party that the
                    party would not have rights to license and/or enforce
                    Patents directed to inventions developed in conjunction with
                    employees and or contractors of such third party. For
                    example, both parties understand that it could be reasonable
                    under the circumstances for a party to agree in good

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                    faith not to have rights to license and/or enforce Patents
                    directed to inventions that arise out of: (i) bona fide
                    joint development projects based in substantial part on the
                    pre-existing technology of an independent third party; or
                    (ii) bona fide joint development projects undertaken with
                    the significant assistance of the employees and/or
                    contractors of an independent third party.

               (4)  Either party to this Agreement shall have the right to
                    request a written confirmation or denial from the other
                    party to this Agreement that a specific Subsidiary is (or is
                    not) bound by this Agreement. A party receiving such a
                    request shall provide such written confirmation (including a
                    full explanation in support of such confirmation or denial)
                    within 30 days after the receipt of the request.

          (b)  In the event that neither a party nor any of its Subsidiaries has
               the right to grant a license under any particular Patent Right of
               the scope set forth herein, then the license granted herein under
               such Patent shall be of the broadest scope which the licensing
               party or any of its Subsidiaries has the right to grant.

          (c)  The parties represent, warrant and covenant that they shall not
               participate in the creation of Subsidiaries where a primary
               purpose of such creation is to extend the benefits of this
               Agreement to a third party.

          (d)  The extension of license rights to a Subsidiary shall apply only
               during the time period when such Subsidiary meets all
               requirements of a Subsidiary. However, if a Subsidiary of a party
               that holds any Patents that are licensed to the other party
               hereunder ceases to meet all requirements of being a Subsidiary,
               the licenses granted by such Subsidiary to the other party under
               this Agreement shall continue for the life of such Patents even
               after such entity ceases to meet all the requirements of being a
               Subsidiary.

          (e)  Notwithstanding anything to the contrary contained herein, in the
               event that either party or any of its Subsidiaries obtains rights
               to any Patents that would be included within the Patents licensed
               hereunder but for the fact that such a license would require the
               party granting such license to make payments to a third party,
               such Patents shall be included within the Network Appliance
               Patents or the Intel Patents, as the case may be, if the party to
               whom such would be licensed under this Agreement agrees in a
               separate written agreement to be bound by, and protect such
               grantor against, those payment obligations.

          (f)  Notwithstanding Section 3.6(d), if a Subsidiary of a party
               becomes a Former Subsidiary, the other party ("Other Party")
               agrees that it shall enter into good faith negotiations intended
               to result in a patent cross license with the Former Subsidiary,
               provided that:

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               (1)  within 180 days of the date the Former Subsidiary ceases to
                    meet all requirements set forth in the definition of
                    Subsidiary, the Former Subsidiary notifies the Other Party
                    in writing of its intention to exercise its rights under
                    this Section 3.5(f);

               (2)  the Former Subsidiary does not first initiate a lawsuit or
                    other proceeding alleging patent infringement against the
                    Other Party;

               (3)  the Former Subsidiary agrees to grant a license at least as
                    broad as the license set forth in this Agreement to the
                    Other Party, and;

               (4)  the scope of the license the Other Party agrees to grant is
                    sufficiently broad to encompass the anticipated business
                    operations of the Former Subsidiary at the time the former
                    Subsidiary ceases to meet all requirements of the definition
                    of Subsidiary.

               (5)  For purposes of this Section 3.5(f), "Former Subsidiary"
                    shall mean a Subsidiary that agreed to be bound by the terms
                    and conditions of this Agreement and thereafter ceased to
                    meet all requirements of the definition of Subsidiary set
                    forth herein, so long as, on the date upon which the Former
                    Subsidiary ceased to meet the definition of Subsidiary, the
                    Former Subsidiary has all of the following:

                    i.   a line of marketable products;

                    ii.  patents or other intellectual property relating to the
                         line of marketable products; and

                    iii. tangible assets of at least 25,000,000 USD.

     3.6. Waiver of Indirect Infringement Liability.

          (a)  For purposes of this Section 3.6, "Indirect Infringement" means a
               claim for infringement where the accused infringer is not
               directly infringing the subject patent rights(s), but is in some
               manner contributing to a third party's direct infringement of the
               subject patent rights(s) by, for example, supplying parts or
               instructions to the third party that as a result of such parts or
               instructions enable such third party to infringe directly the
               subject patent rights(s). Indirect Infringement includes without
               limitation contributory infringement and inducing infringement.


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          (b)  Each party agrees that during the term of this agreement, it will
               not assert a claim of Indirect Infringement against the other
               party ("Licensed Party") where such a claim would be based in any
               part or in any way upon (a) any activity for which the Licensed
               Party is licensed under this Agreement, or (b) the Licensed Party
               providing instructions regarding or sample designs related to its
               Licensed Products. The parties agree that the foregoing sentence
               does not and shall not in any way limit their respective rights
               to assert direct or indirect claims of infringement against third
               parties.

     3.7. [*]

     3.8. No Other Rights. No other rights are granted hereunder, by
          implication, estoppel, statute or otherwise, except as expressly
          provided herein. Specifically, (i) except as expressly provided in
          Section 3, nothing in the licenses granted hereunder or otherwise
          contained in this Agreement shall expressly or by implication,
          estoppel or otherwise give either party any right to license the other
          party's Patents to others, and (ii) no license or immunity is granted
          by either party hereto directly or by implication, estoppel or
          otherwise to any third parties acquiring items from either party for
          the combination of Licensed Products with other items or for the use
          of such combination.

4.   [*]

     4.1. [*]

5.   EFFECTIVE DATE, TERM AND TERMINATION FOR CAUSE

     5.1. Term. This Agreement and the rights and licenses granted hereunder
          shall become effective on the Effective Date, and shall continue in
          effect until terminated by a party pursuant to Section 5.2, or until
          the end of the Capture Period, whichever is earlier. The Capture
          Period shall be automatically renewed for successive seven (7) year
          periods at the expiration of the then in effect Capture Period unless
          either party notifies the other to the contrary not more than one
          hundred eighty (180) days and not less than ninety (90) days prior to
          such expiration. For purposes of clarification, no payment shall be
          required from Network Appliance for any renewal period.

     5.2. Termination for Cause.

          (a)  Subject to the survival of provisions specified in Section 5.3, a
               party may terminate the other party's rights and licenses
               hereunder upon notice if the other party hereto commits a
               material breach of this Agreement and does not correct such
               breach within sixty (60) days after receiving written notice
               complaining thereof. In the event of such termination, the rights
               and licenses granted to the defaulting party shall terminate, but
               the rights and licenses granted to the party not in default shall
               survive such


* Confidential treatment requested for redacted portion.


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               termination of this Agreement subject to its continued compliance
               with the terms and conditions of this Agreement.

          (b)  A party hereto may terminate this Agreement upon sixty (60) days
               written notice of termination to the other party given at any
               time upon or after:

               (1)  the filing by the other party of a petition in bankruptcy or
                    insolvency;

               (2)  any adjudication that the other party is bankrupt or
                    insolvent;

               (3)  the filing by the other party of any petition or answer
                    seeking reorganization, readjustment or arrangement of its
                    business under any law relating to bankruptcy or insolvency;

               (4)  the appointment of a receiver for all or substantially all
                    of the property of the other party;

               (5)  the making by the other party of any assignment for the
                    benefit of creditors;

               (6)  the institution of any proceedings for the liquidation or
                    winding up of the other party's business or for the
                    termination of its corporate charter;

               (7)  the other party undergoes a Change of Control. For purposes
                    of this Section 5.2(b)(7), "Change of Control" shall mean a
                    transaction or a series of related transactions in which (i)
                    one or more related parties who did not previously own more
                    than a fifty percent (50%) interest in a party to this
                    Agreement obtain more than a fifty percent (50%) interest in
                    such party, and, in the reasonable business judgment of the
                    other party to this Agreement, such change in ownership will
                    have a material effect on the other party's business, or
                    (ii) a party acquires, by merger, acquisition of assets or
                    otherwise, all or any portion of another legal entity such
                    that either the assets or market value of such party after
                    the close of such transaction are greater than one and one
                    third (1 1/3) of the assets or market value of such party
                    prior to such transaction.

          (c)  In the event of termination pursuant to Sections 5.2(a) and
               5.2(b), the rights and licenses granted to the terminated party
               shall terminate, but the rights and licenses granted to the other
               shall survive such termination of this Agreement subject to its
               continued compliance with the terms and conditions of this
               Agreement.

          (d)  If Network Appliance commits a material breach, all payments
               remaining under Section 4 shall become immediately due and
               payable at a discount rate of 8% per annum.

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     5.3. Survival. The provisions of Sections 1, 2, 4, 5.3, 6 and 7 will
          survive any termination or expiration of this Agreement.

6.   DISCLAIMER

     6.1. Nothing contained in this Agreement shall be construed as:

          (a)  a warranty or representation by either of the parties to this
               Agreement as to the validity, enforceability or scope of any
               class or type of Patent Right; or

          (b)  a warranty or representation that any manufacture, sale, lease,
               use or other disposition of Licensed Products hereunder will be
               free from infringement of any patent rights or other intellectual
               property rights of either party or any third party.

          (c)  an agreement to bring or prosecute actions or suits against third
               parties for infringement or conferring any right to bring or
               prosecute actions or suits against third parties for
               infringement; or

          (d)  conferring any right to use in advertising, publicity, or
               otherwise, any trademark, trade name or names, or any
               contraction, abbreviation or simulation thereof, of either party;
               or

          (e)  conferring by implication, estoppel or otherwise, upon any party
               licensed hereunder, any license or other right under any Patent
               Rights, copyright, maskwork, trade secret, trademark other
               intellectual property right except the licenses and rights
               expressly granted hereunder; or

          (f)  an obligation to furnish any technical information or know-how.

     6.2. NO IMPLIED WARRANTIES. EACH PARTY HEREBY DISCLAIMS ANY IMPLIED
          WARRANTIES WITH RESPECT TO THE PATENTS LICENSED HEREUNDER, INCLUDING
          WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A
          PARTICULAR PURPOSE.

7.   MISCELLANEOUS PROVISIONS

     7.1. Authority. Each of the parties hereto represents and warrants that it
          has the right to grant the other the licenses granted hereunder.

     7.2. No Assignment. This Agreement is personal to the parties, and the
          Agreement or any right or obligation hereunder is not assignable,
          whether in conjunction with a change in ownership, merger,
          acquisition, the sale or transfer of all, or substantially all or any
          part of a party's business or assets or otherwise, either voluntarily,
          by operation of law, or otherwise, without the prior written consent
          of

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<PAGE>   13


          the other party, which consent may be withheld at the sole discretion
          of such other party. Any such purported assignment or transfer shall
          be deemed a breach of this Agreement and shall be null and void. This
          Agreement shall be binding upon and inure to the benefit of the
          parties and their permitted successors and assigns.

     7.3. Notice. All notices required or permitted to be given hereunder shall
          be in writing and shall be delivered by hand, or if dispatched by
          prepaid air courier or by registered or certified airmail, postage
          prepaid, addressed as follows:


            If to Network Appliance:                  If to Intel:
            -----------------------                   -----------

            General Counsel                           General Counsel
            Network Appliance Inc.                    Intel Corporation
            495 East Java Drive                       2200 Mission College Blvd.
            Sunnyvale, CA 94089                       Santa Clara, CA 95052
            United States of America                  United States of America

          Such notices shall be deemed to have been served when received by
          addressee or, if delivery is not accomplished by reason of some fault
          of the addressee, when tendered for delivery. Either party may give
          written notice of a change of address and, after notice of such change
          has been received, any notice or request shall thereafter be given to
          such party as above provided at such changed address.

     7.4. No Rule of Strict Construction. Regardless of which party may have
          drafted this Agreement, no rule of strict construction shall be
          applied against either party. If any provision of this Agreement is
          determined by a court to be unenforceable, the parties shall deem the
          provision to be modified to the extent necessary to allow it to be
          enforced to the extent permitted by law, or if it cannot be modified,
          the provision will be severed and deleted from this Agreement, and the
          remainder of the Agreement will continue in effect.

     7.5. Taxes. Each party shall be responsible for the payment of its own tax
          liability arising from this transaction.

     7.6. Entire Agreement; Separate Transactions. This Agreement embodies the
          entire understanding of the parties with respect to the subject matter
          hereof, and merges all prior discussions between them, and neither of
          the parties shall be bound by any conditions, definitions, warranties,
          understandings, or representations with respect to the subject matter
          hereof other than as expressly provided herein. No oral explanation or
          oral information by either party hereto shall alter the meaning or
          interpretation of this Agreement. The parties hereto are concurrently
          entering into a separate transaction relating to different matters
          reflected in an agreement entitled "Business Alliance Agreement
          Between Network Appliance Inc. and Intel Corporation" having an
          effective date , and hereby waive, and provide for the inapplicability
          of, California Civil Code Section 1642 to the separate agreements
          between the parties.

                                       13

<PAGE>   14


     7.7.  Modification; Waiver. No modification or amendment to this Agreement,
           nor any waiver of any rights, will be effective unless assented to in
           writing by the party to be charged, and the waiver of any breach or
           default will not constitute a waiver of any other right hereunder or
           any subsequent breach or default.

     7.8.  Governing Law. This Agreement and matters connected with the
           performance thereof shall be construed, interpreted, applied and
           governed in all respects in accordance with the laws of the United
           States of America and the State of California, without reference to
           conflict of laws principles.

     7.9.  Jurisdiction. Intel and Network Appliance agree that all disputes and
           litigation regarding this Agreement and matters connected with its
           performance shall be subject to the exclusive jurisdiction of the
           courts of the County of Santa Clara, California, or of the Federal
           courts sitting therein.

     7.10. Dispute Resolution. All disputes arising directly under the express
           terms of this Agreement or the grounds for termination thereof shall
           be resolved as follows: First, the senior management of both parties
           shall meet to attempt to resolve such disputes. If the senior
           management cannot resolve the disputes, either party may make a
           written demand for formal dispute resolution. Within thirty (30) days
           after such written demand, the parties agree to meet for one day with
           an impartial mediator and consider dispute resolution alternatives
           other than litigation. If an alternative method of dispute resolution
           is not agreed upon within thirty (30) days after the one-day
           mediation, either party may begin litigation proceedings.

     7.11. Confidentiality of Terms. The parties hereto shall keep the terms of
           this Agreement confidential and shall not now or hereafter divulge
           these terms to any third party except:

          (a)  with the prior written consent of the other party; or

          (b)  to any governmental body having jurisdiction to call therefor; or

          (c)  subject to (d) below, as otherwise may be required by law or
               legal process, including to legal and financial advisors in their
               capacity of advising a party in such matters; or

          (d)  during the course of litigation so long as the disclosure of such
               terms and conditions are restricted in the same manner as is the
               confidential information of other litigating parties and so long
               as (a) the restrictions are embodied in a court-entered
               Protective Order and (b) the disclosing party informs the other
               party in writing at least ten (10) days in advance of the
               disclosure; or

          (e)  in confidence to legal counsel, accountants, banks and financing
               sources and their advisors solely in connection with complying
               with financial transactions.

                                       14

<PAGE>   15

                The parties shall cooperate in preparing and releasing an
                announcement, if any, relating to this Agreement.

          7.12. Compliance with Laws. Anything contained in this Agreement to
                the contrary notwithstanding, the obligations of the parties
                hereto and of the Subsidiaries of the parties shall be subject
                to all laws, present and future, of any government having
                jurisdiction over the parties hereto or the Subsidiaries of the
                parties, and to orders, regulations, directions or requests of
                any such government.

          7.13. Force Majeure. The parties hereto shall be excused from any
                failure to perform any obligation hereunder to the extent such
                failure is caused by war, acts of public enemies, strikes or
                other labor disturbances, fires, floods, acts of God, or any
                causes of like or different kind beyond the control of the
                parties.


WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed on the date below written.


INTEL CORPORATION                          NETWORK APPLIANCE INC.


By: /s/  P. S. OTELLINI                    By:/s/ DANIEL J. WARMENHOVEN
    --------------------------                ------------------------------

P.S. Otellini                              Daniel J. Warmenhoven
------------------------------             ---------------------------------
Printed Name                               Printed Name

EVP                                        CEO
------------------------------             ---------------------------------
Title                                      Title

12/11/00                                   11/29/00
------------------------------             ---------------------------------
Date                                       Date


                                       15
</TEXT>
</DOCUMENT>
