AMENDMENT NO. 10 to DEVELOPMENT AND PURCHASE AND SALE AGREEMENT FOR CDMA HIGH DATA RATE (IxEV-DO) PRODUCTS

Exhibit 10.1

Confidential Materials omitted and filed separately with the
Securities and Exchange Commission. Asterisks denote omissions.

		Nortel Networks Amended Agreement No.011174 (10)
		Nortel Networks Original Agreement No. 011174

AMENDMENT NO. 10
to
DEVELOPMENT AND PURCHASE AND SALE AGREEMENT
FOR
CDMA HIGH DATA RATE (IxEV-DO) PRODUCTS

Amendment No. 10 by and between Nortel Networks Inc. (“NNI”) and Airvana Inc. (“AIRVANA”) (“Amendment No. 10”).

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 September 28^th, 2007 (“Effective Date”) unless otherwise set forth below:

1.

Appendix A (4) is deleted in its entirety and replaced with new Appendix A (5) attached to and incorporated in this Amendment as Attachment 1.

2.

[**] executive credits: Subject to the terms of this Section 2, Airvana will provide the following purchase credits in the [**] calendar year provided that applicable quarterly billings meet or exceed the respective billing thresholds.

A.

[**]: Provided that all sales, as reported to Airvana, in the [**] calendar quarter [**] meet or exceed the following purchase total thresholds, Airvana will provide Nortel with US dollar purchase credits in the [**] calendar quarter. Such credits, if earned, will be deducted from the Airvana invoice in respect of the September royalty report.

Credit Table [**]

		Calendar
Billing Threshold Met		Quarter
or Exceeded in		Credit
Calendar Quarter		[**]
$[**]		$[**]
$[**]		$[**]
$[**]		$[**]

	B.		[**]: Provided that all sales, as reported to Airvana, in the [**] calendar quarter [**] meet or exceed the $[**] threshold, Nortel will be entitled to a $[**] credit which, if earned, will be deducted from the Airvana invoice in respect of the [**] royalty report and any invoice issued thereafter up to one hundred percent (100%) of each such invoice until the credit is exhausted.
	C.		Make Up Credit: If Nortel meets or exceeds the [**] $[**] billing threshold under Section 2A above, and provided that all sales , as reported to Airvana in the [**] calendar quarter [**] meet or exceed the following purchase total thresholds, Airvana will provide Nortel with US dollar purchase credits in the [**] calendar quarter up to a maximum total credit under this Section 2 of $[**] and subject to further limitations set forth herein, which, if earned, will be deducted from the Airvana invoice in respect of the [**] royalty report and any invoice issued thereafter up to one hundred percent (100%) of each such invoice until the credit is exhausted. For greater certainty, the credits set forth in this Section 2C, if applicable, are additional to the credits provided under Sections 2A and Section 2B above, but in no event shall the total purchase credits under Sections 2A, 2B, and 2C exceed $[**].

Additional Credit Table [**]

		Calendar
Billing Threshold Met		Quarter
or Exceeded in		Credit
Calendar Quarter		[**]
$[**]		$[**]
$[**]		$[**]
$[**]		$[**]

		The determination of whether the quarterly billing threshold has been met for such quarter will include all sales reported to Airvana in the applicable calendar quarter.
		The purchase credits set forth in this Section 2 are subject to the following additional terms:

	1.		Any subsequent net adjustment, by audit or otherwise, that increase prior quarter Nortel royalty reports will not retroactively count towards any quarterly billing threshold target.
	2.		Any subsequent net adjustments, by audit or otherwise, that decrease prior quarter Nortel royalty reports that would have placed Nortel in a lower purchase credit level but for such reporting error (i.e. the difference defined as the “Unearned Credit”) will result in the cancellation of such Unearned Credit (if not already applied to the relevant Airvana invoice) or a cash refund to Airvana in the amount of the Unearned Credit (if already applied on a relevant Airvana invoice)
	3.		For purposes of calculating the billing threshold in any calendar quarter, billings shall mean amounts invoiced in respect to such calendar quarter based upon Nortel royalty reports and Nortel Orders for maintenance and other services, excluding any credits earned in accordance with this Amendment No. 10 and such invoice shall include prices of all Products sold or licensed by Nortel less any specially negotiated discounts not accounted for in such invoice.

3.

If Nortel fails to achieve greater than or equal to [**] unit sales in [**], Airvana will provide Nortel with purchase credits in the [**] calendar year, on a per calendar quarter basis, based on Nortel meeting or exceeding the following billings total thresholds for such quarters and related U.S. dollar credits as set forth in the credit table below; and, if Nortel fails to achieve greater than or equal to [**] unit sales in [**], Airvana will provide Nortel with purchase credits in the [**] calendar year, on a per calendar quarter basis, based on Nortel meeting or exceeding the following billings total thresholds for such quarters and related U.S. dollar credits as set forth in the credit table below.

Credit Table

		Calendar		Calendar
Billing Threshold Met		Quarter		Quarter
or Exceeded in		Credit		Credit
Calendar Quarter		[**]		[**]
$[**]		$[**]		$[**]
$[**]		$[**]		$[**]
$[**]		$[**]		$[**]
$[**]		$[**]		$[**]
$[**]		$[**]		$[**]

For avoidance of doubt, the maximum amount of credit that may accrue in [**] is $[**] and the maximum amount of credit that may accrue in [**] is $[**].

The determination of whether the quarterly billing threshold has been met for such quarter will include all sales reported to Airvana in the applicable calendar quarter. For clarity such quarterly periods in calendar years [**] and [**] are as follows:

	Nortel Sales Period		Reported to Airvana
	December (prior year), January, February		January, February, March
	March, April, May		April, May, June
	June, July, August		July, August, September
	September, October, November		October, November, December

			The quarterly credit, if earned, will be deducted from the Airvana invoice in respect of the third calendar month royalty report of any such quarterly period and any invoices issued thereafter up to one hundred percent (100%) of each such invoice until the credit is exhausted.
			The purchase credits set forth in this Section 3 are subject to the following additional terms:

	1.		Any subsequent net adjustment, by audit or otherwise, that increase prior quarter Nortel royalty reports will not retroactively count towards any quarterly billing threshold target.
	2.		Any subsequent net adjustments, by audit or otherwise, that decrease prior quarter Nortel royalty reports that would have placed Nortel in a lower purchase credit level but for such reporting error (i.e. the difference defined as the “Unearned Credit”) will result in the cancellation of such Unearned Credit (if not already applied to the relevant Airvana invoice) or a cash refund to Airvana in the amount of the Unearned Credit (if already applied on a relevant Airvana invoice).
	3.		For purposes of calculating the billing threshold in any calendar quarter, billings shall mean amounts invoiced in respect to such calendar quarter based upon Nortel royalty reports and Nortel Orders for maintenance and other services, excluding any credits earned in accordance with this Amendment No. 10 and such invoice shall include prices of all Products sold or licensed by Nortel less any specially negotiated discounts not accounted for in such invoice.

For purposes of quantifying the [**] figure, only royalty bearing units shall be included.

4.

[**] discounts: Through [**], Airvana will provide a [**]% discount on [**] sales up to a maximum of [**] instances [**], provided that if any discount instances remain unused by [**], no more than [**] discount instances may be used per calendar quarter in [**] and [**]. Such discount shall apply to all [**] licenses sold commencing [**].

5.

Software Upgrades: The parties agree that Software Upgrades (i.e., Airvana Releases 4.0, 5.0, 6.0, etc.) purchased under the Agreement will not [**] of the underlying DOM, RNC and EMS Products. The fees Airvana charges for maintenance and support services on the underlying DOM, RNC and EMS Products extend the Warranty Period for up to [**] following the expiration date of the initial Warranty Period or any subsequent annual maintenance period for such Products. The parties agree that there will be [**]. The parties further agree that if Nortel has a customer that is not under an annual maintenance and support agreement and such customer purchases a Software Upgrade from Nortel, the parties agree to discuss a solution in the event that such Software Upgrade fails to operate in accordance with its associated specifications.

6.

Development Hardware: Based on the mutual agreement of the parties, using Nortel’s standard equipment loan terms and conditions, Nortel agrees to i) provide a reasonable amount of [**] hardware or ii.) pay to Airvana the cost of such hardware, which cost the parties will agree upon in advance. A copy of Nortel’s equipment loan agreement is attached to and incorporated in this Amendment No. 10 as Attachment 2.

7.

Price discounts – additional conditions: If a) Nortel [**] or b) and the [**] or c) a Nortel [**], then upon any such occurrence [**] this Amendment No. 10 will [**] Nortel, and the [**] shall apply.

8.

Unless otherwise prohibited by a customer confidentiality agreement, the parties agree to review reasonable information relating to Nortel’s customer installed base, including information relating to DOMs, EMS licenses, RNCs and associated cards, and any other Product based on available Nortel information. Thereafter, if not otherwise prohibited by customer confidentiality agreements, such information relating to Nortel’s installed

customer base shall be updated upon Airvana’s request but no more frequently than once per calendar quarter using similar methodologies and relevant Nortel information.

9.

The parties agree to good faiths efforts to evaluate improved licensing and reporting mechanisms and to use reasonable efforts to implement a mutually agreed to solution.

10.

[**]: Airvana agrees to review in good faith [**] opportunities requested by Nortel. Additional discounts, if any, shall be as mutually agreed in writing by the parties on a case by case basis.

11.

The parties agree that the basis for establishing the content of future software releases will be a targeted release effort of [**] man weeks based on Release 6.0 methodology of which [**]% will be Airvana specified robustness or maintenance content.

12.

Nortel will accept Products for deployment in customer networks (“Product Acceptance”), based on either of the two following circumstances applying to the Products:

a.) Nortel’s declaring Channel Ready the product bundle that includes the applicable Airvana Products based on Airvana’s compliance to the feature requirement specifications and Nortel confirms in writing to Airvana such Product Acceptance; or
b.) Upon the parties entering into a written agreement (i) identifying non-conformities to the feature requirement specifications; (ii) detailing a technical solution to the non-conformities to be implemented by Airvana or Nortel’s acceptance of a commercial resolution, and (iii) Nortel’s subsequent declaration that the product bundle that includes the applicable non-conforming Airvana Products is Channel Ready.

For greater certainty Nortel will not declare Channel Ready products that include an Airvana Product in the absence of Product Acceptance of such Product. For the purposes of this section Channel Ready shall mean, the determination by Nortel of the acceptability of an applicable bundle of products for deployment.

13.

For greater certainty, the pricing set forth in Appendix A(5) is only applicable to transactions occurring after the Effective Date and such pricing does not supersede any special pricing previously agreed between the parties.

14.

Section 9.2 (f) Case Severity Definition and Closure Policy (Production Hardware and Software), is deleted in its entirety and replaced by the following new Section 9.2(f).

9.2

(f) Case Severity Definition and Closure Policy (Production Hardware and Software): For production Hardware and Software, the classifications using the following definitions as the guideline follow:

Critical (E1): Actual outage of equipment which, depending on product, could mean failure to process calls, loss of service to end customers, or similar. Immediate and continuous effort is required until the service level has been restored to pre-incident operation. As these are business imperative faults, they may require considerable re-deployment of resource by both Nortel and the customer, and management awareness is required by both sides in order to progress. Upon resolution of an E1 issue, the E1 is closed and an E3 is opened to follow up (see below explanation.)

E2: Potential outage of equipment, such as loss of resilience, imminent failure of cards, fatal errors, etc. Immediate and continuous effort is required until the service level has been restored to pre-incident operation. As these are business imperative faults, they may require considerable re-deployment of resource by both Nortel and the customer, and management awareness is required by both sides in order to progress. Upon resolution of an E2 issue, the E2 is closed and an E4 is opened to follow up (see below explanation.)

E1/E2 CRITERIA

[**].

BUSINESS CRITICAL: Although this issue is defined as being non-emergency, it must be handled with the highest priority. Business Critical issues receive focused management and resource attention. These issues are treated as critical by agreement between the customer and Nortel at a management level, and include loss of revenue, or other special cases such as the requirement to route calls via other operators, although no actual outage occurs

MAJOR: Service affecting Issues. This category includes any software errors or hardware troubles which effect service or possibly affects the customer’s ability to collect revenue but cannot be classified as either Emergency or Critical.

E3: Root cause analysis or preventative work, following from an E1 fault.

MINOR: Non-service affecting condition. This category includes hardware and software difficulties that are not E1/E2/Critical and primarily relate to minor hardware faults or errors in documentation, which do not lead to mis-operation of equipment.

E4: Root cause analysis or preventative work, following from an E2 fault.

15.

Section 9.2 (g) Escalation Procedure, is hereby deleted in its entirety and replace by a new section 9.2 (g) below:

9.2 (g) Escalation Procedure: During the work day at Airvana, resources shall ordinarily be available to answer a call; however, there could be times when a support call could go to voice mail. The call back time target if a call goes to voice mail is [**]. Failure of Airvana Technical Support to respond within [**] of a voicemail message will be escalated to the following Airvana managers, in order of escalation:

1.) Darryl Wickens, Support Manager Technical Support
           Phone: [**]
           Mobile: [**]

2.) John Cinicolo, Director of Technical Services
           Phone: [**]
           Mobile: [**]

3.) Luis Pajares, VP of Sales and Technical Services
          Phone: [**]
          Mobile: [**]

4.) Randy Battat, President and CEO
          Phone: [**]

          Mobile: [**]

16.

Section 9.2(h) Target time to resolve within receipt of initial fault report, is hereby deleted in its entirety and replace a new Sections 9.2 (h) below:

9.2 (h) Issue resolution:

i.) For customers covered under a maintenance and support plan, AIRVANA shall use reasonable commercial efforts to repair Product that fails to materially comply to the specifications. The parties will meet within 30 days and mutually agree on a resolution plan in connection with such Product repair. Failure to agree on a resolution plan will be considered a failure to materially support Nortel’s support requirements under Appendix C Section 10B(a)

ii.) Target time to resolve within receipt of initial fault report: AIRVANA shall use Reasonable Efforts to provide resolution in accordance with the table below:

Table Customer Care Case Responsiveness Requirements

Emergency Cases		Percentage				Service Restored (outage start to system recovery)
E1			[**]	%		in [**]
E1			[**]	%		in [**]
E2			[**]	%		in [**]

Software Cases		Percentage		RCA Identified		Resolved
E3		[**]%		< [**]		< [**]
BC		[**]%		< [**]		< [**]
MJ		[**]%		< [**]		< [**]
MN		[**]%				< [**] to identify fix plan for future release

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