AMENDMENT NO. 12
to
DEVELOPMENT AND PURCHASE AND SALE AGREEMENT
FOR
CDMA HIGH DATA RATE (IxEV-DO) PRODUCTS
        1.
    
    The table in Appendix A(6) is hereby updated to add the following Software Products
 Software Name
    
    Airvana Order Number
    
    
    Ericsson Price for Software
    
    
    Notes[**]
    
    
    
    
    
    
    [**]
    
    
    
    [**][**]
    
    
    
    
    
    
    [**]
    
    
    
    [**][**]
    
    
    
    
    
    
    [**]
    
    
    
    [**][**]
    
    
    
    
    
    
    [**]
    
    
    
    [**]
 Page 1 of 3




---



##### 



2.
    
    [**] is declared upon the final execution of this Amendment No. 12.3.
    
    For clarity, [**] pricing set forth in Amendment 11 Appendix A(6) is hereby deleted.4.
    
    For Applicable Products, Ericsson shall issue Software licenses (sub-licenses) only
after requesting associated license from Airvanas licensing server. In the event that
Ericsson is unable to obtain licenses from Airvanas licensing server for any reason,
Ericsson may issue Software licenses (sub-licenses) without obtaining an associated license
from Airvana. In such case, Ericsson shall notify Airvana in writing with the details of
all licenses (sub-licenses) issued within; (i) [**] business days of issuance of any such
license (sub-license) or (ii) monthly as part of the royalty reporting process should
Airvanas licensing server repeatedly fail to respond. Applicable Products shall mean
[**].5.
    
    For customer lab deployments after the Effective Date of this Amendment, including all
features and upgrades, for up to [**] (of each product type), [**] (of each product type)
and [**] pairs (of each product type) on a royalty-free basis per operator customer site
for lab use. Beyond this limited exception, license fees are required for all operator lab
deployments at the then current fees or as otherwise agreed to in writing. For greater
certainty there will be no fee associated with any temporary use by customers including but
not limited to (i) customer verification, (ii) customer trials, and (iii) evaluating and
testing the product. For greater certainty, there are no fees associated with existing
operator labs regardless of the quantity of product deployed.6.
    
    With respect to Software licensed to Ericsson separately which is not embedded in the
Products upon delivery and for which a separate royalty payment is set forth in Appendix A,
as of the Effective Date, Ericsson may not re-license Software previously sub-licensed by
Ericsson to customers and used in commercial service without Airvanas written agreement.
For greater certainty Airvana agrees to the following permitted re-uses: (i) customer
re-use/re-assignment as permitted by Ericsson as part of a acquisition, re-organization or
similar event, (ii) re-use/ re-assignment following a return of the Product to Ericsson
as result of cancellation, transaction error, non-payment by customer or similar event, or
(iii) temporary use by a customer where Ericsson permits such Software use at no charge
(eg. disaster recovery, network re-organization, capacity relief for performance issues.7.
    
    The Parties acknowledge that this Amendment No. 12 does not include software for [**]
currently under development by Airvana.8.
    
    The Parties will work in good faith to mutually agree on pricing for the [**] prior to
the Channel Ready (ChR) date for the product.9.
    
    In all other respects the Agreement, as amended, remains unchanged.
  AIRVANA, INC.
    

    
    
    ERICSSON ABBy:
    
    /s/ Jeffrey Glidden
    
    
    
    By:
    
    /s/ Martin Johansson(Signature)
    
    
    
    
    
    (Signature)Name:
    
    Jeffrey Glidden
    
    
    
    
    
    Name:
    
    Martin Johannson(Print)
    
    
    
    
    
    
    
    (Print)Title:
    
    Vice President & CFO
    
    
    
    
    
    Title:
    
    Vice President, SourcingDate:


    November 16, 2009

    



    Date:

    2009-11-23
 Page 2 of 3




---



##### 



ERICSSON ABBy:
    
    /s/ Mark Widenfon(Signature)Name:
    
    Mark Widenfon(Print)Title:
    
    Director SourcingDate:

    2009-11-23
 Page 3 of 3