Exhibit 2.2  INTELLECTUAL
PROPERTY LICENSE AGREEMENT  This Intellectual Property
License Agreement (the “License Agreement”) is made and entered into as of
January 11, 2011 (the “Effective Date”) by and among GENBAND US LLC, a
Delaware limited liability company,GENBAND Ireland Limited, an entity organized under
the laws of the Republic of Ireland (“GENBAND Ireland”),and GENBAND IP Company, a Cayman Islands
exempted company (“GENBAND IP Company” and, together with GENBAND US LLC and
GENBAND Ireland, “GENBAND”) on the one hand, andPERFTECH (PTI) CANADA
CORP., a
corporation organized under the laws of Ontario(“PT” and, together with
GENBAND, the “Parties”), on the
other hand.  Certain capitalized terms used herein shall have the meanings
given to them in Article One. RECITALS  WHEREAS, on May 28, 2010,GENBANDacquired certain assets comprising the Carrier VoIP and Application
Solutions business (the “CVAS Business”) from Nortel Networks
Inc. and its Affiliates (collectively, “Nortel”) pursuant to an
Asset Sale Agreement, dated December 22, 2009; WHEREAS, in connection therewith, GENBAND acquired ownership of Nortel
Software and Intellectual Property used exclusively in connection with the CVAS
Business, and received a non-exclusive license to other Nortel Software and
Intellectual Property used in connection with the CVAS Business (such acquired
and licensed Software and Intellectual Property collectively, the “CVAS
IP”); WHEREAS, pursuant to the Nortel IPLA (as defined below), GENBAND has the
right to partially assign the Nortel IPLA to an acquirer of a GENBAND business
or product line in respect of that portion of the CVAS IP licensed to GENBAND
and used in connection with such business or product line; WHEREAS, GENBAND’s acquisition of the assets comprising the CVAS Business
included the hardware, Software and Intellectual Property and physical assets
necessary to use, manufacture, distribute and support the Signaling Gateway
Product Line (as defined below); WHEREAS, pursuant to theAsset Sale Agreement by
and among GENBAND and PT, dated as of the date hereof (the “ASA”),
GENBAND has agreed to sell, transfer and assign to PT, and PT has agreed to
purchase and accept from GENBAND, certain intellectual property, hardware and
other physical assets used by the Signaling Gateway Product Line (as defined in
the ASA, the “Transferred Assets”); WHEREAS, contemporaneous with PT’s purchase of the Transferred Assets,
GENBAND has agreed to partially assign the Nortel IPLA in respect of that
portion of the CVAS IP licensed to GENBAND and used in connection with the
Signaling Gateway Product Line; and
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WHEREAS, in addition, GENBAND has agreed to license to PT that portion of
the CVAS IP owned by GENBAND and used in connection with the Signaling Gateway
Product Line, it being the intention of the Parties that PT shall acquire,
either by assignment or license, all rights in the CVAS IP needed to operate
the Transferred Assets to use, manufacture, distribute and support the
Signaling Gateway Product Line; NOW, THEREFORE,in consideration of these premises and the respective representations,
warranties, covenants and agreements set forth below, and for other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto agree as follows: Article
One- DEFINITIONS 1.01All capitalized terms used but not
defined in this License Agreement shall have the meanings ascribed to such
terms in the ASA: (a)“Affiliate” means, in respect of a Person, any other
Person or group of Persons acting in concert, directly or indirectly, that
controls, is controlled by or under common control with the first mentioned
Person, and for the purposes of this definition “control” means
the possession, directly or indirectly, by such Person or group of Persons acting
in concert of the power to direct or cause the direction of the management and
policies of the first mentioned Person, whether through the ownership of voting
securities or otherwise. (b)“Confidential Information” means any non-public business,
marketing, technical, scientific or other information disclosed by any Party
which, at the time of disclosure, is marked as confidential (or like
designation), is disclosed in circumstances of confidence,or should be understood by the receiving Party at the time
of disclosure, exercising reasonable business judgment, to be confidential
information of the disclosing Party.  Any Confidential Information that
is not marked “Confidential” at the time of disclosure shall subsequently be
promptly identified in writing as “Confidential” by the disclosing party. (c)“Contractor” means, with respect to a Party, a third party
contracted by such Party or any of its Affiliates to perform services for and
on behalf of such Party or such Party’s Affiliates relating to this Agreement, including
distribution, re-sale, importing, development, design, manufacture, production,
testing, product service and support, and any other comparable service. (d)“Control” means, with regard to any entity, the legal,
beneficial or equitable ownership, directly or indirectly, of 50 percent or
more of the capital stock (or other ownership interest, if not a corporation)
of such entity ordinarily having voting rights. (e)“Controlled” means, with reference to any
Intellectual Property that such Intellectual Property is licensable or
sub-licensable by GENBAND without the
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need to obtainconsent ofany third party,without violating any obligation owed toany third party,and without providing consideration to any
third party or relinquishing or otherwise losing any rights. (f)“Copyleft
License”meansany “open source,” “copyleft,” or similar license that
requires, as a condition of use, modification and/or distribution of any
Software, that such Software, or any Softwareintegratedwith, derived from, used, or distributed with such
Software or into which such Software is incorporated: (i) be made available or
distributed in source code form, (ii) be licensed for the purpose of preparing
derivative works, or (iii) be redistributable at no license fee. (g)“DerivativeWork(s)” shall have the meaning ascribed to it under the United
States Copyright statute, 17 USC sec. 101. (h)“Field of Use”meansthe design, development, manufacturing, testing, promotion,
distribution (including, without limitation, by way of delivery as a hosted service),
sale, and other exploitation of the Signaling Gateway Product Line and natural
evolutions thereof.For the avoidance of doubt, the Field of Use
excludes (i) GENBAND’s DMS signaling assets and (ii) any GENBAND legacy
products that include signaling functionality that are not expressly listed onSchedule
B. (i)“GENBAND Interface License” means the terms and conditions
governing the use of the GENBAND Interface Specification, (i) the acceptance of
which is a condition precedent for any use thereof and (ii) which are generally
applicable to GENBAND’s customers, partners and suppliers in connection with
any such use. (j)“GENBAND Interface Specification” means GENBAND’s
proprietary protocol and interface specification between the Signaling Gateway
Product Line and each of GENBAND’s Call Server Core and Gateway Controller
solutions. (k)“GENBAND Signaling Gateway IP” means all (i) Intellectual
Property (excluding any Patents) owned by GENBAND and used in the Signaling
Gateway Product Line up to and including the Effective Date and (ii) the
GENBAND Signaling Gateway Patents; provided, however, that GENBAND Signaling
Gateway IP shall not include the GENBAND Interface Specification.  For the
avoidance of doubt, the GENBAND Signaling Gateway IP excludes (i) the Licensed
Signaling Gateway IP and (ii) Intellectual Property that is not included in the
Signaling Gateway Product Line but is included in GENBAND’s legacy DMS
signaling assets and any other GENBAND legacy products that include signaling
functionality. (l)“GENBAND Signaling Gateway Patents” means those Patents
owned by GENBAND that, up to and including the Effective Date, (i) are used in
the Signaling Gateway Product Line, or have one or more claims that cover or
are embodied in the Signaling Gateway Product Line or (ii) have one or more
claims that cover the Field of Use.Schedule Asets forth a
non-exclusive list of the GENBAND Signaling Gateway Patents.
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(m)“Improvement”means
any improvement, enhancement, modification, invention, addition, Derivative
Work or upgrade to any Intellectual Property first reduced to practice after
the Effective Date and includes all Intellectual Property rights therein. (n)“Integration Rights” means the right to
integrate any products or services (the “Integrating Items”) with
or to existing or independently provided customer infrastructure or products
for interoperability purposes, as well as to connect any such Integrating Items
to independently provided external network infrastructure, productsor
services for interoperability purposes, and to use such integrated and/or
connected products, services and infrastructure, to the extent such integration
and/or connection is required for interoperability, and all services relating
to the foregoing. (o)“Intellectual Property” means any and all intellectual and
industrial property, whether protected or arising under the laws of the United
States, Canada or any other jurisdiction, including all intellectual or
industrial property rights in any of the following (but excluding Trademarks):
(a) Patents; (b) works of authorship (whether or not published) and copyrights
(including any registrations therefor or applications for registration); (c)
mask works (including any registrations therefor or applications for
registration); (d) trade secrets, know-how and confidential information; (e)
industrial designs and other rights in designs (including any registrations
therefor or applications for registrations); (f) sui generis data base rights
and (g) any Software and technology. (p)“Licensed Signaling Gateway IP” means all (i) Intellectual
Property (excluding any Patents) licensed by GENBAND under the Nortel IPLA and
used in the Signaling Gateway Product Line up to and including the Effective
Date, and (ii) the Licensed Signaling Gateway Patents.For the avoidance
of doubt, the Licensed Signaling Gateway IP excludes the GENBAND Signaling
Gateway IP. (q)“LicensedSignaling Gateway Patents” means
those Patents licensed to GENBAND under the Nortel IPLA that, up to and
including the Effective Date, (i) are used in the Signaling Gateway Product
Line, or have one or more claims that cover or are embodied in the Signaling
Gateway Product Line or (ii) have one or more claims that cover the Field of
Use.  For the avoidance of doubt, the Licensed Signaling Gateway Patents
excludes the Transferred Patent. (r)“Nortel IPLA” means that Intellectual Property License
Agreement, dated May 28 2010, by and among Nortel Networks Limited, Nortel
Networks Inc., the EMEA Sellers (as defined on Exhibit I thereto), the Joint
Administrators (as defined therein) and the Joint Israeli Administrators (as
defined therein), on the one hand, and GENBAND US LLC and GENBAND IP Company on
the other hand.  A copy of the Nortel IPLA is attached hereto asAnnex A. (s)“Person” includes an individual, a partnership (limited or
general), a corporation, a limited liability company, a trust, a joint venture,
an unincorporated organization, a
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union, a government
or any department or agency thereof and the heirs, executors, administrators or
other legal representatives of an individual. (t)“PT Improvement” means any Improvement made by or
for PT or any of its Affiliates on or after the date of this Agreement to any
of the Signaling Gateway IP. (u)“Signaling Gateway IP” means (i) the Licensed Signaling
Gateway IP and (ii) the GENBAND Signaling Gateway IP. (v)“Signaling Gateway Patents” means (i) the GENBAND
Signaling Gateway Patents, and (ii) the Licensed Signaling Gateway Patents. (w)“Signaling Gateway Product Line” means the Software
products (and associated features and functionality) identified onSchedule
B.  For the avoidance of doubt, the Signaling Gateway Product Line excludes
(i) GENBAND’s DMS signaling assets and  (ii) any GENBAND legacy products that
include signaling functionality that are not expressly listed onSchedule B. (x)“Software”means any and all (i) computer programs,
applications and interfaces, whether in source code or object code, (ii)
computerized databases and compilations, and (iii) all user manuals and
architectural and design specifications, training materials and other
documentation relating to any of the foregoing. (y)“Trademarks”means, together with the goodwill associated
therewith, all trademarks, service marks, trade dress, logos, trade names,
corporate names, business names, domain names, whether or not registered,
including all common law rights, and registrations, applications for
registration and renewals thereof, including, but not limited to, all marks
registered in the United States Patent and Trademark Office, the trademark
offices of the states and territories of the United States of America, and the
trademark offices of other nations throughout the world (including the Canadian
Intellectual Property Office), and all rights therein provided by multinational
treaties or conventions. (z)“Transferred Patent”
has the meaning ascribed thereto in the ASA. Article Two- GRANT OF RIGHTS 2.01Partial Assignment of Nortel IPLA. (a)Effective as of the Effective Date, GENBAND hereby assigns and delegates
unto PT, all of GENBAND’s rights, privileges, duties and obligations under the
Nortel IPLA to the extent (and only to the extent) relating to (i) the Licensed
Signaling Gateway IP solely for use within the Field of Use and (ii) the
Transferred Patent.  The Parties acknowledge and agree that GENBAND expressly
retains, and does not assign, all rights, privileges, duties and obligations
under the Nortel IPLA that are unrelated to the Signaling Gateway Product Line.
The Parties further agree that GENBAND expressly retains all rights,
privileges, duties and obligations under the
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Nortel
IPLA regarding the Licensed Signaling Gateway IP that GENBAND is permitted to
retain pursuant to Section 4.05(a)(4)(x), (y) and (z) therein. (b)PT accepts the assignment and delegation by GENBAND as set forth in
Section 2.01, assumes all such rights, privileges, duties and obligations of
GENBAND to the extent (and only to the extent) relating to (i) the Licensed
Signaling Gateway IP solely for use within the Field of Use, and (ii) the
Transferred Patent, and agrees to be subject to all terms of the Nortel IPLA,
and further agrees that all such assumed duties and obligations shall be
performed by PT directly to Nortel and shall be enforceable by Nortel and the
other parties to the IPLA (other than GENBAND) directly against PT. (c)Except as expressly provided herein, this License Agreement shall not,
by implication or otherwise, limit, impair, constitute a waiver of, or
otherwise affect the rights and remedies of GENBAND under the Nortel IPLA, and
shall not alter, modify, amend or in any way affect any of the terms,
conditions, obligations, covenants or agreements contained in the Nortel IPLA. 2.02Licensed Intellectual Property.  Subject to the
terms and conditions of this License Agreement, GENBAND hereby grants to PT a
perpetual, irrevocable (except as specifically provided in Section 5.02),
non-sublicensable (except as specifically provided in Section 2.06),
non-exclusive, worldwide, royalty-free, fully paid-up license (or sublicense,
as applicable): (i) under the GENBAND Signaling Gateway IP (other than any Patents)
to use, distribute, display and publish, copy, create Derivative Works of,
modify, and otherwise commercially exploit such GENBAND Signaling Gateway IP
(other than Patents), in each case solely in connection with products and
services within the Field of Use, and (ii) under the GENBAND Signaling Gateway
Patents, to make, develop, use, lease, sell, offer for sale, import, support,
service, and otherwise dispose of products and services and practice any
methods in connection therewith, in each case solely within the Field of Use. 
The licenses granted under this Section 2.02 also include Integration Rights in
connection with products and services within the Field of Use. 2.03Have Made Right.  The licenses granted in Section 2.02 also
include the right of PT to have products within the Field of Use manufactured
and services within the Field of Use rendered by one or more Contractors for
subsequent commercialization by PT and/or its Affiliates in their ordinary
course of business. For the avoidance of doubt, nothing in this Agreement shall
limit or restrict the right of either Party to integrate or combine the
Signaling Gateway Product Line (or in the case of GENBAND, additional software
products functionally equivalent to the Signaling Gateway Product Line) with
hardware items.  In addition, the parties agree and understand that SP2000 will
be an upgrade path from LPP, and that the defined term “Field of Use”
definition is not intended to preclude PT's efforts to work with GENBAND to
migrate GENBAND's customers from LPP to SP2000. 2.04Hardware Integration.  GENBAND agrees that it will not assert any
Signaling Gateway IP or any Signaling Gateway Patents against any PT hardware
product containing
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software within the Field of Use
unless such PT hardware product (including software not within the Field of
Use) would infringe without the software within the Field of Use, in which case
the claim will be limited to such infringement. 2.05License to GENBAND Interface Specification.  Subject to the terms
and conditions of this License Agreement and any GENBAND Interface License,
GENBAND hereby grants to PT a limited, non-exclusive, worldwide, royalty-free,
fully-paid up license to the GENBAND Interface Specification.  GENBAND shall
provide PT with a copy of the GENBAND Interface Specification immediately
following the Closing.  GENBAND further covenants to promptly notify PT
regarding any material changes or updates to the GENBAND Interface
Specification.  GENBAND may terminate the license provided in this Section 2.05
at any time upon written notice to PT if GENBAND determines or becomes aware
that PT has breached the terms of this Section 2.05 or Article 3 with respect
to the GENBAND Interface Specification. 2.06Sublicensability.  The licenses granted in Section 2.02 and
Section 2.05 to PT include the right to grant sublicenses that are limited to
the scope of each such license to only (i) PT’s Affiliates with the right to
further sublicense as set forth in clauses (ii) and (iii) below, (ii)
Contractors and (iii) subject to Section 2.03, distributors, suppliers,
contract manufacturers, customers and end users (but only to the extent
necessary for such end users’ use of products and services within the Field of
Use sold or provided by or on behalf of PT or its Affiliates); provided that,
in each case, PT requires that such sublicensees agree in writing to comply
with the applicable terms and conditions of this License Agreement (including,
without limitation, the restrictions associated with use of Intellectual
Property and the confidentiality provisions contained herein). 2.07Ownership of Improvements.  All PT Improvements and any
Intellectual Property arising therefrom shall be owned exclusively by PT. 2.08Prohibited Uses.  All rights not expressly granted to PT
regarding the Signaling Gateway IP are reserved by GENBAND.  The Parties
acknowledge that the GENBAND Signaling IP includes GENBAND’s Confidential
Information, including, without limitation, the Software included in the
GENBAND Signaling IP.  PT shall not include, integrate, embed, combine or use
the Software included in the GENBAND Signaling IP in a manner that could cause
such Software to be subject to anyCopyleft
License. 2.09Third Party Licenses.Except as may
be expressly sublicensed to PT hereunder, PTshall be solely
responsible for obtaining, and for paying any fees and/or costs for, all third
party software, technology and other Intellectual Property it requires with
respect to the Intellectual Property licensed or sublicensed to PT hereunder
(including the Intellectual Property rights acquired by PT pursuant to Section
2.01), including the development, manufacture, sale, distribution, service and
support of products that incorporate such Intellectual Property. 2.10[Intentionally Omitted.]
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2.11Delivery.  GENBAND shall provide a copy to the PT of the Software
included in the Signaling Gateway IP, a nonexclusive listing of which is
identified onSchedule C, to the extent in its reasonable possession and
control.To the extent that GENBAND is in
possession of any documentation relating to such Software, GENBAND shall
provide such documentation to PT promptly within 30 days following the
Effective Date.  GENBAND shall use commercially reasonable efforts to identify
and deliver to PT promptly following Effective Date copies of any other documentation,
including documentation embodying know-how, to the extent included in theSignaling
Gateway IPand to the extent in its possession
and control.Except as set forth in this Section 2.11, GENBAND
shall not be obligated to deliver any further information, physical embodiments
or tangible materials to PT (beyond any requirements in the ASA).  GENBANDshall have the right to retain a copy of any
Software and related documentation andany other
documentation, including documentation embodying know-how, included in theSignaling
Gateway IP. 2.12Reservation of Rights.  GENBAND reserves all rights and licenses
not expressly granted in this License Agreement, and, except to the extent
solely necessary to permit PT to use, manufacture, distribute and support the
Signaling Gateway Product Line, nothing in this License Agreement shall be
construed as implying or give rise to any implied grant or license of any right
not expressly set forth in this License Agreement.  For the avoidance of doubt,
the Parties expressly agree that GENBAND shall maintain the right to re-use the
graphical user-interface source code associated with the Universal Signaling
Point product for use in GENBAND solutions of a non-signaling nature and which
are unrelated to the Signaling Gateway Product Line. 2.13GENBAND License under the Transferred Patent.  PT acknowledges
and agrees that the Transferred Patent is transferred and assigned to PT under
the ASA subject to, and GENBAND is hereby granted, a non-assignable (except as
provided in Section 5.02), non-sublicensable (except as specifically provided
in this Section 2.13), fully paid-up, royalty-free, non-exclusive, perpetual,
irrevocable, worldwide license under the Transferred Patent, including the
right to make, have made, develop, use, lease, sell, offer for sale, import,
support, service and otherwise dispose of products and services and practice
any methods in connection therewith, in each case as used solely by GENBAND’s
and its Affiliates’ products and services as of the execution date of the ASA
and the natural successors thereof, and in all cases solely outside the Field
of Use.  The licenses granted to GENBAND pursuant to this Section 2.13 include
the right to sublicense only to (i) GENBAND Affiliates, with the right to
further sublicense in accordance with this section, and (ii) Contractors,
distributors, suppliers, contract manufacturers, customers and end users (but
only to the extent necessary for such end users’ use of products and services
outside of the Field of Use).  The licenses granted under this Section 2.13
also include Integration Rights in connection with products and services
outside of the Field of Use. Article Three- CONFIDENTIAL INFORMATION
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3.01     For the avoidance of doubt, GENBAND’s
Confidential Information includes, without limitation, (i) this License
Agreement, (ii) the Nortel IPLA and (iii) the GENBAND Interface Specification. 
Any Confidential Information of a Party received by another Party pursuant to
this License Agreement shall be used, disclosed, or copied only for the purposes
of, and only in accordance with, this License Agreement.  Each Party shall use,
at a minimum, the same degree of care as it uses to protect its own
Confidential Information of a similar nature, but no less than reasonable care,
to prevent the unauthorized use, disclosure or publication of Confidential
Information.  Without limiting the generality of the foregoing: (a)        each
Party shall only disclose Confidential Information of the other Parties to its
employees or any individual or entity which (i) is bound by obligations of
confidence substantially similar to (but no less protective of the Confidential
Information than) those contained in this License Agreement, and (ii) has a
bona fide need to access the Confidential Information consistent with the receiving
Party’s rights under this License Agreement; (b)        no Party shall make or
have made any copies of Confidential Information of any other Party except
those copies which are necessary for the purposes of this License Agreement;
and  (c)        each
Party shall affix to any copies it makes of the Confidential Information, all
proprietary notices or legends affixed to the Confidential Information as they
appear on the copies of the Confidential Information originally received from
the disclosing Party. 3.02Exclusions.Neither Party shall be bound by obligations restricting disclosure set
forth in this License Agreement with respect to Confidential Information which: (a)        without obligation of
confidentiality was rightfully known by the recipient prior to disclosure, as
evidenced by its business records;  (b)        was
lawfully in the public domain prior to its disclosure, or lawfully becomes
publicly available other than through a breach of this License Agreement or any
other confidentiality obligation on behalf of any third party; (c)        was
disclosed to the recipient by a third party, provided such third party, or any
other party from whom such third party receives such information, is not in
breach of any confidentiality obligation in respect of such information;or (d)       is independently
developed by the recipient without reference to or use of the Confidential
Information of the other Parties.  3.03Exceptions. 
Notwithstanding anything to the contrary herein, the Parties may disclose
Confidential Information when such disclosure is compelled pursuant to legal,
judicial, oradministrativeproceedings, or otherwise required by law,
court or governmental orregulatory authority, but
solely to the extent required thereby.  The Party from whom disclosure is
compelled pursuant to this Section 3.03 shall use reasonable efforts to advise
the other Party of any such disclosure in a timely manner prior to making any such disclosure (so that either Party can apply
for such legal protection as may be available with respect to the
confidentiality of the information which is to be disclosed), and provided that
the Party from whom such disclosure is compelled shall use reasonable efforts
to apply for such legal protection as may be available with respect to the
confidentiality of the Confidential Information which is required to be
disclosed.
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3.04Survival. 
The obligations contained in this Article 3 shall continue to apply after theEffectiveDate and shall survive termination of this
agreement for any reason unless otherwise agreed to by the parties in writing. Article
Four- disclaimers 4.01No Additional Obligations.  All Intellectual Property licensed or
sublicensed under this License Agreement is licensed and sublicensed as such
Intellectual Property exists as of the Effective Date.  Unless otherwise
expressly provided in this License Agreement, there is no obligation to provide
upgrades, updates, enhancements, improvements, support or maintenance to any of
the Intellectual Property licensed under this License Agreement.  Without
limiting the generality of the foregoing, nothing contained in this License
Agreement shall be construed as: (a)        requiring the filing of any patent
application or application to register any industrial design, the securing of
any patent or industrial design, or the maintaining of any patent or industrial
design in force; (b)        a warranty or representation by GENBAND,
or an admission by PT, as to the validity or scope of any Intellectual Property
licensed hereunder; (c)        a warranty or representation that any
manufacture, development, sale, lease, use or importation will be free from
infringement of patents or other intellectual property rights of third parties; (d)       an agreement to bring or prosecute
actions or suits against third parties for infringement or misappropriation; (e)        an obligation to furnish any assistance
or any technical information under this License Agreement; or (f)        conferring any right to use, in
advertising, publicity or otherwise, any Trademark. 4.02No Other Warranties.  There are no warranties, representations or
conditions, express or implied, statutory or otherwise between the Parties
under this License Agreement except as specifically set forth herein.
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4.03DISCLAIMER.  EXCEPT FOR GENBAND’S REPRESENTATIONS AND WARRANTIES
PROVIDED IN THE ASA, THE SIGNALING BUSINESS IP IS PROVIDED TO PT BY GENBAND “AS
IS” WITHOUT WARRANTY OR CONDITION OF ANY KIND, AND GENBAND EXPRESSLY DISCLAIMS
ALL WARRANTIES AND CONDITIONS, STATUTORY, EXPRESS OR IMPLIED, INCLUDING,
WITHOUT LIMITATION, ANY WARRANTY OR CONDITION OF TITLE, MERCHANTABILITY,
MERCHANTABLE QUALITY, FITNESS OR SUITABILITY FOR ANY PARTICULAR PURPOSE (EVEN
IF ON NOTICE OF SUCH PURPOSE), NON-INFRINGEMENT, CUSTOM OR USAGE IN THE TRADE. EXCEPT FOR BREACHES OF OBLIGATIONS OF
CONFIDENTIALITY, INFRINGEMENT, MISAPPROPRIATION OR MISUSE OF A PARTY’S
INTELLECTUAL PROPERTY, AND EXCEPT AS MAY BE SET FORTH IN THE ASA, IN NO EVENT
SHALL ANY PARTY BE LIABLE FOR ANY INDIRECT, OR INCIDENTAL, OR SPECIAL, OR
CONSEQUENTIAL OR EXEMPLARY DAMAGES OF ANY KIND, OR ANY LOST BUSINESS, OR LOST
SAVINGS, OR LOSS OR DAMAGE TO DATA, OR LOST PROFITS, OR OTHER DAMAGES BASED ON
(A) THE AMOUNT OF USE OF, OR THE AMOUNT OF REVENUES OR PROFITS EARNED OR OTHER
VALUE OBTAINED BY, THE USE OF ANY INTELLECTUAL PROPERTY OR A PRODUCT OR
SERVICE; OR (B) THE LOST REVENUES OR PROFITS OF ANY THIRD PARTY ARISING FROM
ANY USE OF ANY INTELLECTUAL PROPERTY OR A PRODUCT OR SERVICE, REGARDLESS OF THE
CAUSE AND WHETHER ARISING IN CONTRACT (INCLUDING FUNDAMENTAL BREACH), TORT
(INCLUDING NEGLIGENCE), OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF
SUCH DAMAGES. 4.04     With
the exception of any specific remedy explicitly provided for in this License
Agreement, GENBAND shall be liable towards PT under this License Agreement only
for performance or damages for non-performance of GENBAND’s obligations
specified in this License Agreement.  Any other claim or remedy PT may have
against GENBAND under this License Agreement based on whatever legal theory for
any breach, action or omission in connection with this transaction, including the
right to withdraw, the winding up or the alteration of the transaction
contemplated hereunder, as well as any claims for breach of pre-contractual
obligations are hereby expressly excluded and waived by PT. Article Five- MISCELLANEOUS 5.01Notices.  All demands, notices, communications and reports
provided for in this License Agreement shall be in writing and shall be sent by
facsimile transmission with confirmation to the number specified below, or
personally delivered or sent by reputable overnight courier service (delivery
charges prepaid) to a Party at the address specified below, or at such address,
to the attention of such other person, and with such other copy, as the
recipient Party has specified by prior written notice to the sending Party
pursuant to the provisions of this Section 5.01. If to GENBAND, to:
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GENBAND US LLC 2801 Network Boulevard, Suite 300 Frisco,
Texas 75034 Attention: 
Legal Department Facsimile:  972-265-3599    If to PT, to: Perftech (PTI) Canada
Corp. c/0 Performance
Technologies, Inc. 205 Indigo Creek
Drive Rochester, New York
14626 Attention: John M.
Slusser Facsimile:
585-256-3520  Any such demand, notice, communication or report
shall be deemed to have been given pursuant to this License Agreement when
delivered personally, when confirmed if by facsimile transmission, or on the
business day after deposit with a reputable overnight courier service, as the
case may be. 5.02Assignment. (a)        GENBAND shall not assign or grant any right under any of
the GENBAND Signaling Gateway Patents, unless such assignment or grant does not
affect the licenses and rights granted under this License Agreement. (b)        Both Parties may, at their sole discretion, assign or
transfer their interests in and/or delegate its obligations under this License
Agreement, whether by transfer, merger, operation of law, or otherwise;provided,
however, that PT may not assign or transfer its interests in and/or
delegate its obligations with respect to GENBAND Interface Specification
without the prior written consent of GENBAND, which consent may be withheld in
its sole discretion.  Any attempt to assign any right, interest, obligation or
this License Agreement in a manner not expressly set forth above shall be void. 5.03Publicity.  The existence and subject matter of this License Agreement
shall be held in confidence by each Party and only disclosed as may be agreed
to by the other Parties or (i) as may be required by applicable law, court or
governmental or regulatory authority, or (ii) in connection with a change in
control of a Party or any of its Affiliates.  If disclosure is required
pursuant to this Section 5.03, the disclosing Party shall consult in
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advance with the other Parties and attempt in good faith
to reflect such other Parties’ concerns in the required disclosure. 5.04Costs.  Except as otherwise expressly provided herein, all costs
and expenses (including the fees and disbursements of legal counsel, investment
advisers and auditors) incurred in connection with this License Agreement and
the transactions contemplated hereby shall be paid by the Party incurring such
expenses. 5.05No Third-Party Beneficiaries.  Except as set forth in this
Section 5.05, the Parties intend that this License Agreement shall not benefit
or create any right, remedy or claim under or in respect of this License
Agreement or any provision hereof, or cause of action in or on behalf of any
Person other than the Parties hereto, their firm, partners, employees,
advisers, representatives, agents, respective successors and permitted assigns,
and no Person, other than the Parties hereto, their firm, partners, employees,
advisers, representatives, agents, respective successors and their permitted
assigns shall be entitled to rely on the provisions hereof in any action, suit,
proceeding, hearing or other forum.  This License Agreement shall inure to the
benefit of and be binding upon the Parties and their firm, partners, employees,
advisers, representatives, agents, respective successors and permitted
assigns.  Except as set forth in the following sentence, no Person that is not
a Party to this License Agreement shall have any rights or obligations pursuant
to this License Agreement.  Notwithstanding the foregoing in this Section 5.05,
the Parties intend that for Nortel Networks Limited, Nortel Networks Inc., the
EMEA Sellers (as defined on Exhibit I to the Nortel IPLA), the Joint
Administrators (as defined in the Nortel IPLA) and the Joint Israeli
Administrators (as defined in the Nortel IPLA) to be express and intended
third-party beneficiaries to Section 2.01 hereof and the partial assignment
described therein. 5.06Severability.  If any term or provision of this License Agreement
is invalid, illegal or incapable of being enforced by any rule of law or public
policy, all other conditions and provisions of this License Agreement shall
nonetheless remain in full force and effect so long as the economic and legal
substance of the transactions contemplated by this License Agreement is not
affected in any manner materially adverse to any Party.  Upon such
determination that any term or other provision is invalid, illegal or incapable
of being enforced, the Parties shall negotiate in good faith to modify this
License Agreement so as to effect the original intent of the Parties as closely
as possible in a mutually acceptable manner in order that the transactions
contemplated hereby be consummated as originally contemplated to the fullest
extent possible. 5.07Amendment.  This License Agreement may be amended by the Parties
at any time.  This License Agreement may not be amended except by an instrument
in writing executed on behalf of each of the Parties. 5.08No Waiver.  Any agreement on the part of a Party to any extension
or waiver shall be valid only if set forth in an instrument in writing signed
on behalf of such Party.  Any waiver of any term or condition shall not be
construed as a waiver of any subsequent breach or a subsequent waiver of the
same term or condition, or a waiver of any other
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term
or condition, of this License Agreement.  The failure or delay by any Party to
assert any of its rights under this License Agreement or otherwise shall not
constitute a waiver of such rights nor shall any single or partial exercise by
any Party of any of its rights under this License Agreement preclude any other
or further exercise of such rights or any other rights under this License
Agreement. 5.09Enforcement.  The Parties agree that irreparable damage would
occur in the event that any of the provisions of this License Agreement were
not performed in accordance with their specific terms or were otherwise
breached.  It is accordingly agreed that the Parties shall be entitled to seek
an injunction or injunctions to prevent breaches of this License Agreement and
to enforce specifically the terms and provisions of this License Agreement in
the Delaware Court of Chancery (and if the Delaware Court of Chancery shall be
unavailable, in any Delaware State court or the Federal court of the United
States of America sitting in the State of Delaware), this being in addition to
any other remedy to which they are entitled at law or in equity. 5.10Entire Agreement.  This License Agreement and the ASA constitute
the entire agreement, and supersede all prior agreements and understandings,
both written and oral, among the Parties with respect to the subject matter of
this License Agreement. 5.11GOVERNING LAW.  THIS LICENSE AGREEMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF DELAWARE, REGARDLESS OF
THE LAWS THAT MIGHT OTHERWISE GOVERN UNDER APPLICABLE PRINCIPLES OF CONFLICTS
OF LAWS THEREOF. 5.12Consent to Jurisdiction.  Each of the Parties irrevocably and
unconditionally submits to the exclusive jurisdiction of the Delaware Court of
Chancery (and if the Delaware Court of Chancery shall be unavailable, any
Delaware State court and the Federal court of the United States of America
sitting in the State of Delaware) for the purposes of any matters or claims
arising out of this License Agreement or any transaction contemplated hereby (“Litigation”)
(and each agrees that no such Litigation shall be brought by it or any of its
Affiliates except in such courts).  Each of the Parties further agrees that, to
the fullest extent permitted by applicable law, service of any process,
summons, notice or document by U.S. registered mail to such Person’s respective
address set forth in Section 5.01 shall be effective service of process for any
Litigation in Delaware with respect to any matters to which it has submitted to
jurisdiction as set forth above in the immediately preceding sentence.  Each of
the Parties irrevocably and unconditionally waives (and agrees not to plead or
claim) any objection to the laying of venue of any Litigation in the Delaware
Court of Chancery (and if the Delaware Court of Chancery shall be unavailable,
in any Delaware State court or the Federal court of the United States of
America sitting in the State of Delaware) or that any such Litigation brought
in any such court has been brought in an inconvenient forum. 5.13WAIVER OF JURY TRIAL.  EACH PARTY HEREBY WAIVES, TO THE FULLEST
EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A
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TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR
INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT.  EACH
PARTY (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY
HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH PARTY WOULD NOT, IN THE
EVENT OF ANY LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B)
ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER
INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVER AND
CERTIFICATIONS IN THIS SECTION 5.12. 5.14Counterparts.  This Agreement may be executed in one or more
counterparts, all of which shall be considered one and the same agreement and
shall become effective when one or more counterparts have been signed by each
of the Parties and delivered to the other Parties.  If any signature is
delivered by facsimile transmission or by PDF, such signature shall create a
valid and binding obligation of the Party executing (or on whose behalf the
signature is executed) with the same force and effect as if such facsimile or
PDF signature were an original thereof.  [Signature
Page Follows]
 
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IN WITNESS WHEREOF, the Parties hereto have
signed and executed this License Agreement on the date first above mentioned.  GENBAND:                                          PT: Genband Us LLCPERFTECH (PTI) CANADA CORP. By:/s/ Shauna MartinBy:/s/John M. Slusser Name:  Shauna Martin                                           Name:John M. Slusser Title:    General
Counsel                                        Title:President and CEO Executive Vice President and
Secretary  Genband Ireland Limited By:/s/ Patrick Dolan Name:  Patrick Dolan Title:    Director  Genband IP Company By:/s/ Shauna Martin Name:  Shauna Martin Title:    Director
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