exv10w11






Exhibit 10.11




Confidential Materials omitted and filed separately with the

Securities and Exchange Commission. Asterisks denote omissions.




	 	 	 
			Nortel Networks Amended Agreement No. 011174 (11)

			Nortel Networks Original Agreement No. 011174








AMENDMENT NO. 11

to

DEVELOPMENT AND PURCHASE AND SALE AGREEMENT

FOR

CDMA HIGH DATA RATE (IxEV-DO) PRODUCTS





Amendment No. 11 by and between Nortel Networks Inc. (“NNI”) and Airvana Inc. (“AIRVANA”)
(“Amendment No. 11”).




WHEREAS, NNI and AIRVANA entered into a Development and Purchase and Sale Agreement for CDMA
High Data Rate (IxEV-DO) Products dated October 1, 2001, Agreement No. 011174, as amended
(“Agreement”); and




WHEREAS, NNI and AIRVANA wish to amend the Agreement further;




NOW, THEREFORE, in consideration of the premises and the promises set forth herein, NNI and
AIRVANA agree as follows, effective as of November 7, 2008(“Effective Date”) unless otherwise
set forth below:




	 	1.	 	Appendix A (5) is hereby deleted in its entirety and replaced with new Appendix A (6)
attached to and incorporated in this Amendment as Attachment 1.
	 
	 	2.	 	In all other respects the Agreement, as amended, remains unchanged.




IN WITNESS WHEREOF, the parties have caused this Amendment No. 11 to be signed by their duly
authorized representatives as of the Effective Date, although actually signed by the parties on
the dates set forth below their respective signatures.




	 	 	 	 	 	 	 	 	 	 
	AIRVANA, INC.	 	 	 	NORTEL NETWORKS INC.	 
	 
	 	 	 	 	 	 	 	 	 
	By: 

	/s/ Jeffrey D. Glidden
	 	 
	 	By: 
	/s/ Scott Wolfe	 
	 

	(Signature)
	 	 	 	 	(Signature)	 
	 	Name: 

	Jeffrey D. Glidden
	 	 	 	 	Name: 

	Scott Wolfe	 
	 

	 	(Print)
	 	 	 	 	 	(Print)	 
	 	Title:

	Vice President and CFO
	 	 	 	 	Title: 
	Senior Contracts Manager	 
	 	Date: 

	11/6/08
	 	 	 	 	Date: 	 Nov. 6, 2008	 





Page 1 of 4









 






ATTACHMENT 1

APPENDIX A (6)




PRODUCTS (HARDWARE AND SOFTWARE), AND SERVICES; PRICES AND FEES




HARDWARE




	 	 	 	 	 	 	 
	 	 	 	 		 	 
	Hardware Name	 	Airvana
 Order
 Number	 	Nortel Networks Price for
 Hardware	 	Notes
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	No H/W required






SOFTWARE




	 	 	 	 	 	 	 
	Software Name (Software	 		 		 	 
	 may be delivered	 		 		 	 
	separately from the	 	Airvana 	 	 	 	 
	Hardware or embedded in 	 	Order 	 	Nortel Networks Price for 	 	 
	the Hardware)	 	Number 	 	 Software 	 	Notes
	[**]

	 	TBD
	 	[**]
	 	[**]
	[**]

	 	 	 	[**]
	 	[**]





A total of six pages were omitted pursuant to a request for confidential treatment. [**]




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POST-WARRANTY SUPPORT SERVICES




	 	 	 	 	 	 	 
	Support Service by
Product or Software	 	Airvana
Order
Number	 	Nortel Networks Price
per year	 	Notes
	[**]

	 	TBD
	 	[**]
	 	[**]
	[**]

	 	TBD
	 	[**]
	 	[**]
	[**]

	 	TBD
	 	[**]
	 	[**]
	[**]

	 	TBD
	 	[**]
	 	[**]






	 	 	 	 	 
	Other Support	 	Nortel Networks	 	 
	Service	 	Price	 	Notes
	[**]

	 	[**]
	 	[**]
	[**]

	 	[**]
	 	[**]
	 
	[**]

	 	[**]
	 	[**]






TRAINING COURSES




	 	 	 	 	 	 	 	 	 
	Course
Number	 	Course
Length	 	Course Title / Description	 	Pre-requisites
	101

	 	2 days
	 	Introduction to 1xEV-DO Network Concepts

Primary Audience: First and second line support

Contents: Classroom only. This course covers
basics of the TCP/IP protocol, IP routing
protocols, Data Link Protocols, basic CDMA
protocol operation, and the 1xEV-DO protocol.
	 	None

	 
	 	 	 	 	 	 	 	 
	201

	 	5 days
	 	Basic 1xEV-DO — Concepts and Operation

Primary Audience: First and second line
support and technical field personnel, network
planners

Contents: Classroom and lab. This course
covers the 1xEV-DO system, airlink, signaling
and applications in detail; hands-on work with
the DOM, RNC & ANM, and basic network
troubleshooting, OMs & logging.
	 	101 or equivalent

	 
	 	 	 	 	 	 	 	 
	301

	 	4 days
	 	Advanced 1xEV-DO — Concepts and Operation

Audience: First and second line support,
technical field personnel, network planners

Contents: Classroom and lab. This course
covers advanced topics including RF
optimization, network optimization,
performance analysis, detailed throughput
performance troubleshooting.
	 	201	 	 








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Pricing Table





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Course
Number /	 	 	 	 	Total Cost / Number of Students	 
	Course Title	 	Location	 	 	6	 	 	7	 	 	8	 	 	9	 	 	10	 	 	11	 	 	12	 
	101 Introduction
	 	Airvana/Chelmsford	 	 	[**]	 	 	 	[**]	 	 	 	[**]	 	 	 	[**]	 	 	 	[**]	 	 	 	[**]	 	 	 	[**]	 
	to 1xEV-DO
Network
	 	Customer/US & Canada	 	 	[**]	 	 	 	[**]	 	 	 	[**]	 	 	 	[**]	 	 	 	[**]	 	 	 	[**]	 	 	 	[**]	 
	Concepts
	 	Customer/International	 	 	[**]	 	 	 	[**]	 	 	 	[**]	 	 	 	[**]	 	 	 	[**]	 	 	 	[**]	 	 	 	[**]	 
	201 Basic 1xEV-DO —
	 	Airvana/Chelmsford	 	 	[**]	 	 	 	[**]	 	 	 	[**]	 	 	 	[**]	 	 	 	[**]	 	 	 	[**]	 	 	 	[**]	 
	Concepts and
	 	Customer/US & Canada	 	 	[**]	 	 	 	[**]	 	 	 	[**]	 	 	 	[**]	 	 	 	[**]	 	 	 	[**]	 	 	 	[**]	 
	Operation
	 	Customer/International	 	 	[**]	 	 	 	[**]	 	 	 	[**]	 	 	 	[**]	 	 	 	[**]	 	 	 	[**]	 	 	 	[**]	 
	301 Advanced
	 	Airvana/Chelmsford	 	 	[**]	 	 	 	[**]	 	 	 	[**]	 	 	 	[**]	 	 	 	[**]	 	 	 	[**]	 	 	 	[**]	 
	1xEV-DO —
Concepts and
	 	Customer/US & Canada	 	 	[**]	 	 	 	[**]	 	 	 	[**]	 	 	 	[**]	 	 	 	[**]	 	 	 	[**]	 	 	 	[**]	 
	Operation
	 	Customer/International	 	 	[**]	 	 	 	[**]	 	 	 	[**]	 	 	 	[**]	 	 	 	[**]	 	 	 	[**]	 	 	 	[**]	 






 





[**]



     Cancellation policy:



The following cancellation policy shall apply:





a)     Reschedule 14+ days, no charge 1st time only, then considered a cancellation as below.




b)     Cancel 14-29 days before delivery date, [**]% of services charged.



c)     Cancel 7-13 days before delivery date, [**]% of services charged.




d)     Cancel 0-6 days before delivery date, [**]% of services charged.





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