THIRD AMENDMENT TO LEASE AGREEMENT

Exhibit 10.10

THIRD AMENDMENT
TO LEASE AGREEMENT

     This THIRD AMENDMENT TO LEASE AGREEMENT (“ Amendment ”), is entered into as of the 14 day of December, 2007, by and between BIXBY TECHNOLOGY CENTER, LLC, a Delaware limited liability company (“ Landlord ”), as successor-in-interest to WIX/NSJ Real Estate Limited Partnership, a Delaware limited partnership (“ Prior Landlord ”), and FOUNDRY NETWORKS, INC., a Delaware corporation (“ Tenant ”), with reference to the facts set forth in the Recitals below.

RECITALS :

     A. Prior Landlord and Tenant entered into that certain Lease Agreement dated September 28, 1999 (the “ Original Lease ”), as amended by that certain: (i) First Amendment to Lease Agreement dated February 16, 2000 and Second Amendment to Lease Agreement dated July 28, 2005 (collectively, the “ Lease ”) pursuant to which Landlord currently leases to Tenant approximately 70,755 rentable square feet in the building located at 2100 Gold Street, Alviso, California 95002 (the “ Premises ”) as more particularly described in the Lease. The Premises are part of the development known as Bixby Technology Center (the “ Park ”). Landlord has succeeded to Prior Landlord’s interest as landlord under the Lease.

     B. Capitalized terms not defined in this Amendment have the meanings given to them in the Lease.

     C. The Lease Term is scheduled to expire on May 31, 2008.

     D. Landlord and Tenant desire to amend the Lease in order to, among other things, extend the Lease Term upon and subject to the terms set forth below.

AGREEMENT :

     NOW THEREFORE, in consideration of the above Recitals and other good and valuable consideration, the receipt of which is hereby acknowledged, the parties agree as follows:

     1.  Extended Term . The Term is hereby extended for thirty-two (32) months from June 1, 2008 (the “ Extended Term Commencement Date ”), expiring on January 31, 2011 (the “ Termination Date ”), unless sooner terminated pursuant to the terms of the Lease (the “ Extended Term ”).

     2.  Base Rent . Prior to the Extended Term Commencement Date, Tenant shall continue to pay Base Rent for the Premises in accordance with the Lease. Commencing as of the Extended Term Commencement Date and continuing until the Termination Date, Tenant shall make payments of Base Rent on a monthly basis pursuant to the Lease in accordance with the following schedule:

     3.  Condition of Premises . Tenant acknowledges that it is presently in possession of the Premises pursuant to the Lease and is fully aware of the condition of the Premises. Landlord shall not be obligated to refurbish or improve the Premises in any manner whatsoever or to otherwise provide funds for the improvement of the Premises in conjunction with the Extended Term, and Tenant hereby accepts the Premises “AS-IS”. Tenant further acknowledges that except as expressly provided in the Lease and this Amendment, neither Landlord nor any agent of Landlord has made any representation or warranty regarding the condition of the Premises, the improvements, refurbishments, or alterations therein, or the Building or with respect to the functionality thereof or the suitability of any of the foregoing for the conduct of Tenant’s business and that all representations and warranties of Landlord, if any, are as set forth in the Lease and this Amendment.

     4.  Notice Addresses . Landlord’s Address for notices and payment of rent set forth in the Lease is hereby deleted and replaced by the following address:

Bixby Technology Center, LLC
c/o Bixby Land Company
2211 Michelson Drive, Suite 500
Irvine, California 92612
Attention: Property Manager

     5.  ERISA . Tenant represents and warrants to Landlord that neither Tenant nor any guarantor of Tenant’s obligations under the Lease is (a) a party in interest, as defined in Section 3(14) of the of the

Employee Retirement Income Security Act of 1974, as amended (“ ERISA ”), to the AFL-CIO Building Investment Trust (“ Trust ”), or of any of the plans participating therein, or (b) a disqualified person under Section 4975(e)(2) of the Internal Revenue Code of 1986, as amended (“ Code ”), with respect to the Trust or the plans participating therein. Neither Tenant nor any guarantor of Tenant’s obligations under the Lease shall take any action that would cause the Lease or the exercise by Landlord or the Trust of any rights hereunder, to be a non-exempt prohibited transaction under ERISA. Notwithstanding any contrary provision of the Lease, Tenant shall not assign the Lease or sublease all or any portion of the Premises unless (i) such assignee or subtenant delivers to Landlord a certification (in form and content satisfactory to Landlord) with respect to the status of such assignee or subtenant (and any guarantor of such assignee’s or subtenant’s obligations) as a party in interest and a disqualified person, as provided above; and (ii) such assignee or subtenant undertakes not to take any action that would cause the Lease or the exercise by Landlord or the Trust of any rights hereunder, to constitute a non-exempt prohibited transaction under ERISA.

     Notwithstanding any contrary provision of the Lease, Tenant shall not (a) sublease all or any portion of the Premises under a sublease in which the rent is based on the net income or net profits of any person, or (b) take any other action with respect to the Le