TRANSITION AGREEMENT

Exhibit 10(ii)(B)5

CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT WITH RESPECT TO THE OMITTED PORTIONS. OMITTED PORTIONS ARE INDICATED BY [***].

TRANSITION AGREEMENT #HO32050323

THIS AGREEMENT made as of the last date signed,

BETWEEN:

                CELESTICA CORPORATION,

               a Delaware corporation,

               (hereinafter referred to as “ Celestica ”),

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                LUCENT TECHNOLOGIES INC.,

               a Delaware corporation,

               (hereinafter referred to as “ Lucent ”),

          WHEREAS Celestica and Lucent (the “ Parties ”) wish to set forth their respective rights and obligations in connection with the transition relating to the implementation of the Mobility Supply Agreement;

          NOW THEREFORE THIS AGREEMENT WITNESSES THAT in consideration of the respective covenants and agreements contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

ARTICLE 1
INTERPRETATION

1.1 Defined Terms

          In this Agreement, unless the context otherwise requires, the following terms shall have the meanings ascribed thereto below:

          “ Agreement ” means this transition agreement, as the same may be amended, modified or supplemented;

          “ Mobility Products ” means the products to be supplied by Celestica to Lucent under the Mobility Supply Agreement;

          “ Mobility Supply Agreement ” means the external manufacturing services supply agreement dated as of the date hereof between the Parties, bearing reference number WR71050115, as the same may be amended, modified or supplemented from time to time; and

          “ Parties ” has the meaning set out in the preamble to this Agreement.

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1.2     Headings

          The division of this Agreement into Sections and other subdivisions and the insertion of headings are for convenience of reference only and shall not affect or be utilized in construing or interpreting this Agreement. Unless otherwise specified, all references in this Agreement to any Section or Schedule are to the corresponding Section or Schedule of this Agreement unless otherwise specified. Unless the context otherwise requires, words such as “herein”, “hereinafter”, “hereof” and “hereunder” refer to this Agreement as a whole and not merely to a subdivision in which such words appear.

ARTICLE 2
IMPLEMENTATION FOR MOBILITY PRODUCTS

2.1     Implementation Costs

[ *** ]

2.2     Transition Plan

          The Parties shall use commercially reasonable efforts to work together during the period (the “Initial Transition Period”) (such period to be defined by the Parties) to facilitate the implementation of manufacturing services to be provided by Celestica under the Mobility Supply Agreement. Celestica, in consultation with Lucent and at no additional charge or expense to Lucent, will develop a transition plan (the “Initial Transition Plan”) for such implementation in each of the sites where such implementation is expected to occur. Celestica will provide a draft of the Initial Transition Plan to Lucent for review and approval as soon as practicable and as agreed by the Parties following the date hereof. Celestica will incorporate any reasonable comments or suggestions made by Lucent into the draft Initial Transition Plan and will deliver a final version to Lucent as soon as reasonably practicable thereafter for its review and final approval. Celestica may subsequently amend the Initial Transition Plan at any time and from time to time before or during the Initial Transition Period to reflect any necessary or desirable changes, provided that any material changes will be provided to Lucent for review and approval.

ARTICLE 3
GOVERNANCE AND HUMAN RESOURCES

3.1     Appointment

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