Exhibit 10.2
* Certain confidential information contained
in this document, marked by brackets, has
been omitted and filed separately with the
Securities and Exchange Commission pursuant
to Rule 406 of the Securities Act of 1933,
as amended.
GENERAL PURCHASE AGREEMENT
between
OPLINK COMMUNICATIONS, INC. OF ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇ ("OPLINK"); AND
CIERRA PHOTONICS, INC. OF ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇,
▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ ("VENDOR").
TABLE OF CONTENTS
PAGE
1. DEFINITIONS...........................................................1
2. SUPPLY OF MATERIALS...................................................1
3. PRICE AND PRICE ADJUSTMENTS...........................................2
4. INVOICING AND PAYMENT.................................................2
5. DELIVERY..............................................................3
6. TITLE.................................................................3
7. PACKAGING AND LABELING................................................3
8. CONTINUITY OF SUPPLY AND INTRODUCTION OF NEW PRODUCTS.................3
9. MANUFACTURE AND QUALITY CONTROL.......................................3
10. INSPECTION AND RETURNS................................................4
11. WARRANTIES............................................................4
12. FACILITY ACCESS.......................................................5
13. MOST FAVORED CUSTOMER STATUS..........................................5
14. INTELLECTUAL PROPERTY RIGHTS AND INDEMNIFICATION......................5
15. TERM AND TERMINATION..................................................6
16. CONFIDENTIALITY.......................................................6
17. FORCE MAJEURE.........................................................7
18. OTHER PROVISIONS......................................................7
i
This General Purchase Agreement dated this 18 day of June, 2000 is
entered into by and between Oplink Communications, Inc., a California
corporation with offices at ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇, and
Cierra Photonics Inc., a Delaware corporation with offices at ▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇.
WHEREAS, Oplink desires to purchase a supply of [ * ] interference
filters meeting certain specifications (the "Materials"); and
WHEREAS, Vendor has the capability to manufacture the Materials and
desires to sell to Oplink the Materials on the terms and conditions set out
below.
NOW, THEREFORE, in consideration of the foregoing and the mutual
promises and covenants contained herein, Oplink and Vendor (the "Parties") agree
as follows:
1. DEFINITIONS
"Distributor of Oplink" Means any person to which Oplink has
granted a right to sell or otherwise
distribute the materials as part of
Oplink's products.
"End User" Means any person that has acquired the
materials as part of Oplink's product
from Oplink or a distributor of Oplink.
"Oplink Documentation" Means any drawing, technical documents,
software programs or other document in
whatever medium or format provided by
Oplink to vendor.
"Release" is defined in clause 2(b)
"Specification" is defined in clause 2(a).
"Term" is defined in clause 14(a).
2. SUPPLY OF MATERIALS
(a) Vendor agrees to manufacture and sell to Oplink products
meeting the specifications set out on Exhibit A (the "Specifications"). Oplink
may from time to time change the Specifications if Oplink's requirements
therefor change.
(b) Upon the signing of this Agreement, Oplink shall provide to
Vendor an open order of requirements for Materials. Thereafter, Oplink will on a
monthly basis issue a release ("Release") to Vendor in which Oplink will state
the quantity and delivery date for the subject Release (which is fixed and will
not change) as well as the estimated quantities and delivery dates for the
following five (5) months. Such estimated quantities and delivery dates will not
become binding until incorporated into subsequent Releases.
(c) Oplink shall issue Releases not less than thirty (30) days
prior to anticipated delivery dates. Such Releases shall refer to this
Agreement, identify the Materials ordered by
* Confidential Treatment Requested
1.
product name and product code, and state the quantities, prices, shipping
instructions, delivery addresses, invoice addresses and delivery dates.
(d) Vendor shall acknowledge in writing, within two (2) days of
receipt, each Release. Vendor shall notify Oplink in writing, within seven (7).
days of receipt of a Release, whether the delivery date(s) stated therein can be
met. If Vendor cannot meet the delivery date(s), it shall immediately so notify
Oplink and negotiate in good faith with Oplink for alternative delivery date(s).
(e) Before Vendor confirms the delivery date(s) of a Release,,
Oplink may cancel or amend the Release without incurring any liability.
(f) All sales of Materials shall be subject to the terms and
conditions of this Agreement and, to the extent they specify quantities,
destinations and delivery dates, to Oplink's Releases. If there is any conflict
or difference in interpretation between any Release issued by Oplink, or
confirmation by Vendor of such Release, and this Agreement, the terms and
conditions of this Agreement shall supersede those of such Release.
3. PRICE AND PRICE ADJUSTMENTS
(a) The prices of Materials (including the cost of package and
packing) are as set out on Exhibit B, subject to quarterly review. However, if
Oplink at any time presents substantial documentary evidence that another
producer of goods has lawfully offered Oplink goods of similar functionality and
quality, and under similar terms and conditions (quantities, shipment terms,
etc.), at a delivered cost at least 5% lower than the delivered cost hereunder,
then Oplink will give Vendor written notice of such lower offer. If Vendor does
not agree to reduce its price immediately to meet the lower offer within thirty
(30) days of such notice, at the expiration of the thirty (30) day period,
Oplink's only purchase obligation hereunder shall be to purchase Materials for
which Releases have been issued by Oplink and confirmed by Vendor. Upon the
purchase by Oplink of the Materials under those prior Releases, Oplink shall be
deemed to have satisfied any and all purchase commitments and obligations
hereunder, and shall not be subject to any penalty, price adjustment or other
liability for failure to purchase any additional Materials from Vendor.
(b) In the event of any change in the Specifications pursuant to
Clause 7 below, if Vendor can demonstrate that meeting the new specifications
requires additional production costs on the part of Vendor, then Vendor may pass
those additional costs (and only those costs) onto Oplink. Likewise, if the new
specifications reduce Vendor's production costs, Vendor shall reduce the prices
of the Materials accordingly.
4. INVOICING AND PAYMENT
(a) Each Release shall be invoiced separately and delivered to
the invoice address set out in the applicable Release.
(b) Each invoice issued under this Agreement shall refer to the
applicable Release number.
2.
(c) The term of payment shall be net forty-five (45) days from
the date of receipt of Materials.
5. DELIVERY
(a) The Materials shall be delivered on the date(s) stipulated
in the Release. The Parties understand that timely delivery is of the essence
with regard to this Agreement.
(b) If Vendor discovers that it cannot meet the delivery date
stipulated in the Release, it shall immediately notify Oplink in writing. Vendor
and Oplink shall then attempt in good faith to expediently resolve the issue
with a view to best serve Oplink's needs.
(c) Vendor shall deliver the Materials C.I.F., Oplink's San ▇▇▇▇
facility.
6. TITLE
Title to and possession of all Materials shipped by Vendor to Oplink
shall pass to Oplink upon delivery of Materials at the Oplink location.
7. PACKAGING AND LABELING
(a) The packaging used for shipping the Materials sold under
this Agreement shall provide the protection required under normal transport
conditions in order to prevent damage to or deterioration of the Materials.
(b) The Materials shall be packed and labeled in accordance with
Oplink's instructions. The shipping documents shall state the applicable Release
number and the product codes.
8. CONTINUITY OF SUPPLY AND INTRODUCTION OF NEW PRODUCTS
(a) In the event of discontinuance of any Material, Vendor shall
notify Oplink as soon as practicable but in no event later than six (6) months
before implementation.
(b) If Vendor wishes to introduce a new product that serves the
same or similar function as any of the Materials, it shall inform Oplink in
writing three (3) months in advance or at the same time as any other customer of
Vendor is informed, whichever is earlier. The Parties shall meet regularly to
discuss product development plans relating to the Materials.
(c) Vendor may not modify any of the Materials without Oplink's
written consent.
9. MANUFACTURE AND QUALITY CONTROL
(a) Vendor shall and shall cause its supplier to maintain an
effective quality assurance system for manufacture, testing, packaging and
shipping of the Materials, and routines for quality verification and corrective
actions in accordance with the standards of ISO 9001 or an equivalent quality
assurance system.
3.
(b) All Materials shall be subject to quality assurance control
prior to release by Vendor.
(C) Vendor shall furnish Oplink with inspection reports for and
with each shipment of Materials hereunder. Such inspection reports shall be
specific by traceable notations and Oplink may reject items that do not meet the
Specifications. Duplicate copies of inspection reports shall be filed and
maintained by Vendor for a period of seven (7) years in case future reference is
required by Oplink.
10. INSPECTION AND RETURNS
(a) The Materials sold and shipped under this Agreement shall
meet all the requirements embodied in the Specifications and all the
requirements (including without limitation product safety and environmental
requirements) of any government authority having jurisdiction over the
production, transportation and/or sale of the Materials.
(b) Vendor shall upon Oplink's request issue a certificate of
compliance in respect of the requirements provided in sub-clause (a) above.
(c) Oplink shall be entitled to inspect Materials upon delivery.
Any prior inspection of Materials or sampling at Vendor's facility by Oplink
will not imply either delivery or acceptance of such Material by Oplink.
(d) Oplink agrees to inspect the Materials for adherence to the
Specifications within thirty (30) days of receipt. If Oplink reasonably
determines that any of the Materials fails to meet Vendor's warranties or to
conform to the Specifications, Oplink may return such Product at Vendor's
expense for credit, refund or replacement.
11. WARRANTIES
(a) At the time of delivery, Vendor warrants that it possesses
good and marketable title to the Materials. Vendor also warrants that the
Materials supplied to Oplink hereunder shall meet the quality levels and the
Specifications. The Materials supplied hereunder shall be free of objects or
other substances which, in the sole opinion of Oplink, could render them unfit
or intended use. If quality levels are not specified, then Vendor warrants that
such Materials shall be merchantable, of best quality and free from defects in
materials and workmanship.
(b) Vendor shall at its option and cost, repair or replace any
Material found to be defective in respect of design, material or workmanship
during a warranty period of twelve (12) months from the date of delivery. Such
repair or replacement shall be accomplished by Vendor as soon as possible from
the time it is informed of the breach of warranty, but in no event later than
the date on which the delivery lead time for the applicable Material would have
expired.
(c) The warranty for Materials repaired or replaced pursuant to
sub-clause (b) above shall be the same as sub-clauses (a) and (b) above.
(d) Costs and expenses associated with the return of Materials
to Vendor and delivery of repaired or replaced Materials to Oplink under this
Clause 9 shall be borne by Vendor.
4.
(e) Vendor warrants that it has obtained all required permits or
licenses, including technology licenses, to permit it to manufacture the
Materials without violating any law or ordinance, and without infringing any
patent or other intellectual property rights of any third party.
12. FACILITY ACCESS
Vendor shall allow representatives of Oplink and Oplink's customers
access to the facilities involved in the performance of this Agreement for
purposes of quality audits and/or reviewing the status and progress of
production and witnessing any test and inspection. Such access shall not relieve
Vendor of any of its obligations. Oplink and Oplink's customers shall enter into
Vendor's Unilateral Non-Disclosure Agreement. Information shall be limited to
individuals on a "need to know" basis.
13. MOST FAVORED CUSTOMER STATUS
Vendor shall not sell Materials in substantially similar or smaller
quantities to other purchasers during the Term on terms (including pricing) more
favorable than those given to Oplink pursuant to this Agreement. In the event
that Vendor decides to offer Materials to another purchaser on terms more
favorable than those given to Oplink hereunder, then Vendor shall offer
Materials to Oplink on terms and conditions at least as favorable as those
offered to the other purchaser. In the event that Vendor develops any new
products like the Materials sold hereunder, but with improved or enhanced
performance characteristics, Vendor will make those new products available to
Oplink on terms to be negotiated, but subject to the same "most favored
customer" conditions described above.
14. INTELLECTUAL PROPERTY RIGHTS AND INDEMNIFICATION
(a) Vendor shall retain any intellectual property rights,
including not but limited to patents, utility models, mask work protections,
industrial designs, copyrights and trademarks, in the Materials.
(b) Vendor shall not use any patent, copyright, trademark or
other intellectual property rights to preempt, hinder or encumber Oplink,
Distributor of Oplink or End Users from their right to use, distribute, market,
sell or otherwise dispose of Materials as part of Oplink's products.
(c) Vendor shall protect, indemnify and hold harmless Oplink,
its affiliates, directors, officers, and employees against any judgments,
liabilities, losses or expenses (including attorney's fees) for infringement of
patents, or other intellectual property rights arising out of the use or sale of
the Materials supplied to Oplink hereunder. Oplink shall promptly notify Vendor
of any such claim, agrees to provide information and reasonable assistance, and
give Vendor sole authority to defend or settle such claim. Upon notice of an
alleged infringement, Vendor may, at its option and expense, (i) obtain for
Oplink the right to continue using the Materials, (ii) replace or modify the
product so that it becomes non-infringing or non-violating, (iii) substitute an
equivalent non-infringing version of the Material. In the event that none of the
above options is reasonably available, either party may terminate this Agreement
and Oplink may return any and all Materials paid for and in Oplink's inventory
and obtain a refund from Vendor of the price
5.
paid by Oplink for such inventory. Termination pursuant to this Section 12
does not discharge the obligation of Vendor to defend Oplink and pay costs or
judgments.
(d) Notwithstanding the above provisions, Vendor assumes no
liability for any infringement claims based upon the use of the Materials either
(i) in connection or in combination with equipment, devices, products or
software not provided by Vendor if such claims would not have resulted but for
some combination or use, (ii) for other than normal purposes.
(e) THE FOREGOING STATES EACH PARTY'S SOLE AND EXCLUSIVE REMEDY
WITH RESPECT TO CLAIMS OF INFRINGEMENT OR VIOLATION OF THIRD PARTY PROPRIETARY
RIGHTS OF ANY KIND.
15. TERM AND TERMINATION
(a) This Agreement shall have a term of two (2) years, from
06/18/00 to 06/18/02 (the "Term"), unless sooner terminated in accordance with
the provisions set out below. If the Parties are not in breach at the expiration
of the Term, they may mutually agree in writing to continue this Agreement, upon
thirty (30) days' notice prior to the expiration date, for additional one (1)
year terms.
(b) Either Party may terminate this Agreement for material
breach by the other Party thirty (30) days after written notice to the other
Party containing details of the breach of: (i) the breach remains uncured at the
end of such thirty (30) day period, or (ii) the breaching party fails to
commence the cure within such thirty (30) day period or to pursue the cure
diligently, where the cure cannot be completed within such thirty (30) day
period.
(c) Either Party may terminate this Agreement effective
immediately with written notice to the other Party if the other Party shall file
for bankruptcy, shall be adjudicated bankrupt, shall take advantage of
applicable insolvency laws, shall make an assignment for the benefit of
creditors, shall be dissolved or shall have a receiver appointed for its
property.
(d) This Agreement shall terminate automatically should the
delay caused by any event of force majeure continue for more than ninety (90)
days.
16. CONFIDENTIALITY
(a) For the term of this Agreement and for a period of three (3)
years thereafter, Vendor shall retain in confidence and use only for the benefit
of Oplink any Oplink Documentation and information relating to the
Specifications, Materials and the technology embodied therein or covered
thereby, or relating to Oplink's business, which is disclosed by Oplink to
Vendor to assist Vendor in carrying out its obligations hereunder.
(b) The aforesaid obligation of confidentiality and non-use
shall not apply to the extent any information (i) is known to Vendor at the time
of receipt (ii) is or becomes publicly known, (iii) is received by Vendor from
another not under an obligation of secrecy, or (iv) is independently developed
by Vendor without use or resort to information disclosed by Oplink.
6.
17. FORCE MAJEURE
(a) Any event or circumstance beyond the control of a Party
shall be deemed an event of force majeure and shall extend by a period equal to
the period of delay caused by such event the time for performance of the
affected obligations hereunder.
(b) In the event of force majeure, the Party influence thereby
shall immediately notify the other and furnish the other in writing all
information pertaining to the force majeure.
18. OTHER PROVISIONS
(a) This Agreement contains the entire agreement between the
parties relating to the Materials and all prior understandings between the
parties and relating to the Materials are superseded by this Agreement. Any
waiver or amendment shall be in writing signed by both Parties.
(b) Provisions in this Agreement that are expressed or by their
nature and/or the context in which they appear are intended to survive the
termination of this Agreement, including without limitation, Clause 10
(Inspection and Returns), Clause 11 (Warranty), Clause 14 (Intellectual Property
and Indemnification), Clause 15 (Term and Termination) and Clause 16
(Confidentiality), shall continue to be effective.
(c) All notices to be given under this Agreement shall be in
writing and shall be effective when personally delivered or when deposited in
registered mail postage prepaid, addressed to the receiving Party at the address
for that Party first above referenced and directed to the attention of the
president.
(d) This Agreement shall be binding upon and inure to the
benefit of the Parties, their successors and assigns. Neither Party shall assign
this Agreement without the prior written consent of the other Party.
(e) Should any provision of this Agreement be or become invalid
or unenforceable under applicable law, such provision shall be excluded from
this Agreement and the remainder of the Agreement shall be interpreted as if
such provision were so excluded and shall be enforceable in accordance with its
terms.
(f) This Agreement shall be governed by, interpreted and
construed and performance hereunder shall be determined in accordance with the
laws of the State of California, without regard to its conflicts of law
principles. Vendor hereby expressly consents to the nonexclusive personal
jurisdiction and venue of the state and federal courts located in the Northern
District of California for any lawsuit filed there against by Oplink arising
from or relating to this Agreement.
(g) The relationship of Oplink and Vendor is that of purchaser
and supplier, respectively. Vendor is an independent contractor and under no
circumstances shall its agents or employees be deemed to be agents or
representative of Oplink.
7.
IN WITNESS WHEREOF, authorized representatives of the parties have
executed this Agreement.
Oplink Communications Inc. Cierra Photonics, Inc.
/s/ ▇▇▇▇ ▇▇▇ /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
President&COO President
8.
EXHIBIT A
Material Specifications
As Attached
A1
DOCUMENTED
[OPLINK LOGO]
4/28/00
--------------------------------------------------------------------------------
MULTI-LAYER INTERFERENCE FILTER SPECIFICATIONS
--------------------------------------------------------------------------------------------------------------
FILTER SPECS NUMBER/VERSION NUMBER [ * ]
--------------------------------------------------------------------------------------------------------------
Operating wavelength range (nm) See wavelength grid below
--------------------------------------------------------------------------------------------------------------
Center wavelength lambda.c* (nm) [ * ]
--------------------------------------------------------------------------------------------------------------
Center wavelength tolerance (nm) [ * ]
---------------------------------------------------------------------------------------------------------------
0.5dB down(from peak) passband bandwidth (nm) [ * ]
---------------------------------------------------------------------------------------------------------------
Peak wavelength transmission loss within passband (dB) [ * ]
--------------------------------------------------------------------------------------------------------------
Wavelength insertion loss ripple within passband (dB) [ * ]
---------------------------------------------------------------------------------------------------------------
-25dB down(from peak) bandwidth (nm) [ * ]
--------------------------------------------------------------------------------------------------------------
Reflection loss within passband (dB) [ * ]
---------------------------------------------------------------------------------------------------------------
Angle of incident (deg.) [ * ]
--------------------------------------------------------------------------------------------------------------
Polarization dependent loss within passband (dB) [ * ]
--------------------------------------------------------------------------------------------------------------
Wavelength thermal shifting delta lambda/ delta tau (nm/deg. C) [ * ]
--------------------------------------------------------------------------------------------------------------
Substrate material [ * ]
--------------------------------------------------------------------------------------------------------------
Coating material No comments
--------------------------------------------------------------------------------------------------------------
Dimension (nm) [ * ]
--------------------------------------------------------------------------------------------------------------
Backside AR coating [ * ]
--------------------------------------------------------------------------------------------------------------
Filter film testing requirements: [ * ]
--------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------
* [ * ].
--------------------------------------------------------------------------------------------------------------
Part # Wavelength Part # Wavelength Part # Wavelength
--------------------------------------------------------------------------------------------------------------
20010014 [ * ] 20010028 [ * ] 20010042 [ * ]
--------------------------------------------------------------------------------------------------------------
20010015 [ * ] 20010029 [ * ] 20010043 [ * ]
--------------------------------------------------------------------------------------------------------------
20010016 [ * ] 20010030 [ * ] 20010044 [ * ]
--------------------------------------------------------------------------------------------------------------
20010017 [ * ] 20010031 [ * ] 20010045 [ * ]
--------------------------------------------------------------------------------------------------------------
20010018 [ * ] 20010032 [ * ] 20010046 [ * ]
--------------------------------------------------------------------------------------------------------------
20010019 [ * ] 20010033 [ * ] 20010047 [ * ]
--------------------------------------------------------------------------------------------------------------
20010020 [ * ] 20010034 [ * ] 20010048 [ * ]
--------------------------------------------------------------------------------------------------------------
20010021 [ * ] 20010035 [ * ] 20010049 [ * ]
--------------------------------------------------------------------------------------------------------------
20010022 [ * ] 20010036 [ * ] 20010050 [ * ]
--------------------------------------------------------------------------------------------------------------
20010023 [ * ] 20010037 [ * ] 20010051 [ * ]
--------------------------------------------------------------------------------------------------------------
20010024 [ * ] 20010038 [ * ] 20010052 [ * ]
--------------------------------------------------------------------------------------------------------------
20010025 [ * ] 20010039 [ * ] 20010053 [ * ]
--------------------------------------------------------------------------------------------------------------
20010026 [ * ] 20010040 [ * ]
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20010027 [ * ] 20010041 [ * ]
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Document # Document Name Revision DCN# Page Prepared by Approved by Date
--------------------------------------------------------------------------------------------------------------
[ * ] [ * ] [ * ] [ * ] 1/1 /s/ Illegible /s/ Illegible 4/26/00
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The documents herein contain information from Oplink Communications Inc.,
which is confidential and/or privileged and intended solely for the use of
the recipient named above. Any unauthorized use, disclosure, copying, or
distribution of the information without written permission from the sender is
strictly prohibited.
*CONFIDENTIAL TREATMENT REQUESTED
A2
EXHIBIT B
Prices
See Attached
B1
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇
▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
707.547-5010 Fax ▇▇▇.▇▇▇.▇▇▇▇
To: Oplink Communications Inc. QUOTE NUMBER: CPI-001
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ Date: April 7, 2000
▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
ATTN: ▇▇▇ ▇▇▇
Thank you for your inquiry. We are pleased to quote as follows subject to our
published terms of sale.
------------------------------------------------------------------------------------------------------------------
QTY UNIT DESCRIPTION UNIT PRICE TOTAL
------------------------------------------------------------------------------------------------------------------
[ * ] [ * ] Blanket order for [ * ] interference filters $[ * ] $[ * ]
per Cierra Photonics
spec: [ * ]
Delivery information:
MAY 15: Engineering samples to evaluate
physical dimensions, temp stability,
and spectral measurements.
JUNE 15: [ * ] samples for spectral
evaluation. Quantity approximately
[ * ] per week
JULY 1: Approx [ * ] per week
AUG 1: Approx [ * ] per week
SEPT. 1: Approx [ * ] per week
OCT. 2: Approx [ * ] per week
------------------------------------------------------------------------------------------------------------------
Subtotal $[ * ]
Sales Tax
Shipping & Handling
Other
------------------
$[ * ]
------------------
/s/ Illegible 4/10/00
----------------------- ----------------------------
Authorized by Date
*CONFIDENTIAL TREATMENT REQUESTED
B2