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EXHIBIT 10.10




AMENDMENT TO

ESCROW AGREEMENT




     THIS AMENDMENT TO ESCROW AGREEMENT (the “Amendment”) is made as of this 3rd day of
August 2005, by and among Tekelec, a California corporation (“Tekelec”), Santera Systems
Inc., a Delaware corporation (“Santera”), certain stockholders of Santera (the
“Stockholders”), Austin Ventures VI, L.P., a Delaware limited partnership (“Austin
Ventures”), as the Representative, and J.P. Morgan Trust Company, National Association
(“Escrow Agent”). Capitalized terms used herein that are not otherwise defined have the
meanings set forth in the Escrow Agreement dated as of April 30, 2003 by and between Tekelec,
Santera, the stockholders of Santera, the Representative and the Escrow Agent (the “Escrow
Agreement”).



     WHEREAS, Tekelec, Santera, the Stockholders, the Escrow Agent and the Representative desire to
amend the Escrow Agreement effective on the August Call Closing Date (as defined in the
Stockholders’ Agreement dated as of April 30, 2003 by and between Tekelec, Santera, the
stockholders of Santera and the Representative, as amended on August 2, 2005 (the
“Stockholders’Agreement”));



     NOW THEREFORE, in consideration of the foregoing, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, Tekelec, Santera, the
Stockholders, the Escrow Agent and the Representative agree as follows:



     Section 1. Amendment. The following Section 8.14 is added to Article VIII of the
Escrow Agreement:



     “Section 8.14 Acknowledgement and Agreement.



          (a) Effective upon the August Call Closing Date (as defined in the Stockholders’ Agreement),
Tekelec, Santera and the Escrow Agent hereby acknowledge and agree that neither the Representative
nor any Legacy Santera Stockholder which has delivered a completed and executed copy of the Letter
of Transmittal to the Escrow Agent in accordance with the terms of Section 3.4 of the Stockholders’
Agreement that has been delivered to the Escrow Agent shall have any further obligations under this
Agreement, except that the obligations of such parties under the first sentence of Section 2.3,
Section 2.6 and Section 6.5 hereof shall continue in full force and effect.




          (b) Effective upon the August Call Closing Date (as defined in the Stockholders’ Agreement),
the Escrow Agent, the Legacy Santera Stockholders and the Representative hereby acknowledge and
agree that neither Tekelec nor Santera has any further obligations under this Agreement, except
that the obligations of such parties under Section 2.6 and Section 6.5 hereof shall continue in
full force and effect.”




     Section 2. Joint Instruction. Pursuant to Section 4.1(d) of the Escrow Agreement,
Tekelec and the Representative hereby notify the Escrow Agent that Tekelec has exercised its August
Call Option under Section 3.4 of Article III of the Stockholders’ Agreement and hereby



 









 




instruct the Escrow Agent to deliver to Tekelec on the August Call Closing Date upon receipt from
Tekelec of the Call Price all of the shares of Series A Preferred Stock held by the Escrow Agent,
including the Disputed Shares.




     Section 3. Representations. Each of Tekelec and Santera hereby represent and warrant
that it has the full right, power and authority to enter into this Amendment and the documents
related hereto and upon the execution of this Amendment by Tekelec, Santera, the Representative and
the other Legacy Santera Stockholders who are parties to this Amendment, the Escrow Agreement, as
amended by this Amendment, shall be binding on, and enforceable against, it. Each of the
Representative and each of the Legacy Santera Stockholders who are parties to this Amendment
(“Signing Legacy Stockholders”) hereby represents and warrants that it has the full right,
power and authority to enter into this Amendment and the documents related hereto and upon the
execution by Tekelec, Santera, the Representative and the other Legacy Santera Stockholders who are
parties to this Amendment, the Escrow Agreement, as amended by this Amendment, shall be binding on,
and enforceable against, it.



     Section 4. Governing Law. This Amendment shall be governed by and construed under the
laws of the State of Delaware.



     Section 5. Entire Agreement. This Amendment constitutes the entire agreement between
Santera, Tekelec, the Stockholders, the Escrow Agent and the Representative relating to the subject
matter hereof, and any previous understanding and/or agreement between Tekelec, Santera, the Legacy
Santera Stockholders, the Escrow Agent and the Representative regarding the subject matter hereof
is superseded by this Amendment.



     Section 6. Counterparts. This Amendment may be executed in counterparts, each which
shall be deemed an original, and all of which shall constitute one and the same instrument.



* * * * *




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     IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the day first above
written.



	 	 	 	 	 
	 	 	SANTERA SYSTEMS INC.
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Frederick M. Lax
	 

	 	 	 	 
	 

	 	Name:
	 	Frederick M. Lax
	 

	 	Title:
	 	Chairman of the Board of Directors
	 
	 	 	 	 
	 	 	TEKELEC
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Frederick M. Lax
	 

	 	 	 	 
	 

	 	Name:
	 	Frederick M. Lax
	 

	 	Title:
	 	President and Chief Executive Officer
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Ronald W. Buckly
	 

	 	 	 	 
	 

	 	Name:
	 	Ronald W. Buckly
	 

	 	Title:
	 	Senior Vice President, Corporate
	 

	 	 	 	Affairs and General Counsel






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	 	 	J.P. MORGAN TRUST COMPANY, NATIONAL ASSOCIATION
	 
	 	 	 	 
	 

	 	By:	 	/s/ 
	 

	 	 	 	 
	 

	 	Name:	 	 
	 

	 	 	 	 
	 

	 	Title:	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 	 	AUSTIN VENTURES VI, L.P., as Representative
	 
	 	 	 	 
	 

	 	By:
	 	AV Partners VI, L.P., its General Partner
	 

	 	By:
	 	/s/ Edward E. Olkkola
	 

	 	 	 	 
	 

	 	 	 	Edward E. Olkkola, General Partner
	 
	 	 	 	 
	 	 	AUSTIN VENTURES VI, L.P.
	 
	 	 	 	 
	 

	 	By:
	 	AV Partners VI, L.P., its General Partner
	 

	 	By:
	 	/s/ Edward E. Olkkola
	 

	 	 	 	 
	 

	 	 	 	Edward E. Olkkola, General Partner
	 
	 	 	 	 
	 	 	AUSTIN VENTURES VI AFFILIATES FUND, L.P.
	 
	 	 	 	 
	 

	 	By:
	 	AV Partners VI, L.P., its General Partner
	 

	 	By:
	 	/s/ Edward E. Olkkola
	 

	 	 	 	 
	 

	 	 	 	Edward E. Olkkola, General Partner
	 
	 	 	 	 
	 	 	AUSTIN VENTURES VIII, L.P.
	 
	 	 	 	 
	 

	 	By:
	 	AV Partners VIII, L.P., its General Partner
	 

	 	By:
	 	/s/ Edward E. Olkkola
	 

	 	 	 	 
	 

	 	 	 	Edward E. Olkkola, General Partner
	 
	 	 	 	 
	 	 	REDPOINT VENTURES II, L.P., by its General Partner, Redpoint Ventures II, LLC
	 
	 	 	 	 
	 

	 	By:
	 	/s/ R. Thomas Dyal
	 

	 	 	 	 
	 

	 	 	 	R. Thomas Dyal, Managing Director






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	 	 	REDPOINT ASSOCIATES II, LLC, as nominee
	 
	 	 	 	 
	 

	 	By:
	 	/s/ R. Thomas Dyal
	 

	 	 	 	 
	 

	 	 	 	R. Thomas Dyal,
	 

	 	 	 	Managing Director
	 
	 	 	 	 
	 	 	REDPOINT TECHNOLOGY PARTNERS Q-I, L.P.,

by its General Partner, Redpoint Ventures I, LLC
	 
	 	 	 	 
	 

	 	By:
	 	/s/ R. Thomas Dyal
	 

	 	 	 	 
	 

	 	Name:
	 	R. Thomas Dyal
	 

	 	Title:
	 	Managing Director
	 
	 	 	 	 
	 	 	REDPOINT TECHNOLOGY PARTNERS A-I, L.P.,

by its General Partner, Redpoint Ventures I, LLC
	 
	 	 	 	 
	 

	 	By:
	 	/s/ R. Thomas Dyal
	 

	 	 	 	 
	 

	 	Name:
	 	R. Thomas Dyal
	 

	 	Title:
	 	Managing Director
	 
	 	 	 	 
	 	 	MERITECH CAPITAL PARTNERS L.P.
	 
	 	 	 	 
	 

	 	By:
	 	Meritech Capital Associates L.L.C.
	 

	 	 	 	its General Partner
	 
	 	 	 	 
	 

	 	By:
	 	Meritech Management Associates L.L.C.
	 

	 	 	 	a managing member
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Michael B. Gordon
	 

	 	 	 	 
	 

	 	Name:
	 	Michael B. Gordon
	 

	 	Title:
	 	Managing Director
	 
	 	 	 	 
	 	 	MERITECH CAPITAL AFFILIATES L.P.
	 
	 	 	 	 
	 

	 	By:
	 	Meritech Capital Associates L.L.C.
	 

	 	 	 	its General Partner
	 
	 	 	 	 
	 

	 	By:
	 	Meritech Management Associates L.L.C.
	 

	 	 	 	a managing member
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Michael B. Gordon
	 

	 	 	 	 
	 

	 	Name:
	 	Michael B. Gordon
	 

	 	Title:
	 	Managing Director






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	 	 	SEQUOIA CAPITAL FRANCHISE FUND, L.P.
	 
	 	 	 	 
	 	 	By: SCFF Management, LLC

A Delaware Limited Liability Company

General Partner
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Mark Stevens
	 

	 	 	 	 
	 

	 	Name:
	 	Mark Stevens
	 

	 	Title:	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 	 	SEQUOIA CAPITAL FRANCHISE PARTNERS, L.P.
	 
	 	 	 	 
	 	 	By: SCFF Management, LLC

A Delaware Limited Liability Company

General Partner
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Mark Stevens
	 

	 	 	 	 
	 

	 	Name:
	 	Mark Stevens
	 

	 	Title:	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 	 	SEQUOIA CAPITAL VIII, L.P.
	 
	 	 	 	 
	 	 	By: SC VIII Management, LLC

A California Limited Liability Company

General Partner
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Mark Stevens
	 

	 	 	 	 
	 

	 	Name:
	 	Mark Stevens
	 

	 	Title:	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 	 	SEQUOIA INTERNATIONAL TECHNOLOGY PARTNERS VIII, L.P.
	 
	 	 	 	 
	 	 	By: SC VIII Management, LLC

A California Limited Liability Company

General Partner
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Mark Stevens
	 

	 	 	 	 
	 

	 	Name:
	 	Mark Stevens
	 

	 	Title:	 	 
	 

	 	 	 	 





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	 	 	SEQUOIA INTERNATIONAL TECHNOLOGY PARTNERS VIII (Q), L.P.
	 
	 	 	 	 
	 	 	By: SC VIII Management, LLC

A California Limited Liability Company

General Partner
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Mark Stevens
	 

	 	 	 	 
	 

	 	Name:
	 	Mark Stevens
	 

	 	Title:	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 	 	SEQUOIA 1997
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Mark Stevens
	 

	 	 	 	 
	 

	 	Name:
	 	Mark Stevens
	 

	 	Title:	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 	 	CMS PARTNERS LLC
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Mark Stevens
	 

	 	 	 	 
	 

	 	Name:
	 	Mark Stevens
	 

	 	Title:	 	 
	 

	 	 	 	 





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	 	 	INSTITUTIONAL VENTURE PARTNERS VIII, L.P.,

by its General Partner, Institutional

Venture Management VIII, LLC
	 
	 	 	 	 
	 

	 	By:
	 	/s/ R. Thomas Dyal
	 

	 	 	 	 
	 

	 	 	 	R. Thomas Dyal,
	 

	 	 	 	Managing Director
	 
	 	 	 	 
	 	 	IVM INVESTMENT FUND VIII, LLC,

by its Manager, Institutional

Venture Management VIII, LLC
	 
	 	 	 	 
	 

	 	By:
	 	/s/ R. Thomas Dyal
	 

	 	 	 	 
	 

	 	 	 	R. Thomas Dyal,
	 

	 	 	 	Managing Director
	 
	 	 	 	 
	 	 	BROADBAND FUND, L.P., by its General Partner,

BBF Management, LLC, by its Manager,

Institutional Venture Management VIII, LLC
	 
	 	 	 	 
	 

	 	By:
	 	/s/ R. Thomas Dyal
	 

	 	 	 	 
	 

	 	 	 	R. Thomas Dyal, Managing Director







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