TRADEMARK LICENSE AGREEMENT

Exhibit 10.5

TRADEMARK LICENSE AGREEMENT

          This Trademark License Agreement (this "Agreement" ), effective as of the 31st day of December, 2002 (the "Effective Date" ), is made and entered into by and between Veraz Networks, Inc. (formerly NexVerse Networks, Inc.), a Delaware corporation ( "Company" ) and ECI Telecom Ltd., an Israeli corporation ( "ECI" ).

          WHEREAS, Company, ECI and ECI Telecom — NGTS, Inc., a Delaware corporation and an indirect wholly owned subsidiary of ECI, are parties to that certain Share Exchange Agreement dated as of October 30, 2002 (the "Share Exchange Agreement" ); and

          WHEREAS, in furtherance of the Share Exchange Agreement, ECI desires to grant a license to Company under the trademarks and service marks identified in Schedule A (the "Licensed Marks" ) and the "ECI" trade name as specified in Schedule A (the "Licensed Name" ), and Company desires to receive such rights from ECI.

          NOW, THEREFORE, in consideration of the foregoing premises and the agreements and covenants set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties do hereby agree as follows:

1. License Provisions .

1.1 Licensed Marks and Name . Subject to all of the terms and conditions of this Agreement, ECI hereby grants to Company a limited, nonexclusive, royalty-free, non-transferable (except as specifically set forth in Section 7), non-sublicensable (except as specifically set forth below) right and license during the Term to use the Licensed Marks and the Licensed Name anywhere in the world solely in connection with the Company Business and in the form and for the purpose specified in Schedule A (the "License Purpose"), and solely in accordance with trademark usage guidelines attached hereto as Schedule B , as may be amended and provided to Company by ECI in ECI’s reasonable discretion from time to time. Company shall have the limited right to sublicense the rights above to the Licensed Marks and the Licensed Name for the License Purpose to a wholly owned subsidiary of Company (a "Subsidiary"); provided, however, that (i) each Subsidiary be bound by the terms and conditions of this Agreement (including, without limitation, the license restrictions and indemnification obligations), (ii) Company shall remain liable for the actions or inactions of each Subsidiary with respect to the Licensed Marks and the Licensed Name, and (iii) each such sublicense shall automatically terminate if the Subsidiary at any time ceases to be a wholly-owned subsidiary of Company. As used in this Agreement, the term "Company Business" shall mean the marketing, sales, distribution and service of the DCME product line, VoIP media gateway, and end-to-end IP telephony.

1.2 Ownership and Restrictions .

     1.2.1 Ownership . The Licensed Marks and the Licensed Name, and all goodwill pertaining thereto, are owned and shall be retained solely and exclusively by ECI. Except for the limited license expressly set forth in Section 1.1, Company shall have no right, title or interest in or to the Licensed Marks or Licensed Name and all rights not specifically granted to Company in

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Section 1.1 are expressly reserved to ECI. All use of the Licensed Marks and Licensed Name by Company shall inure to the benefit of ECI for all purposes, including, without limitation, for purposes of trademark registration and domain name registration, and nothing herein shall confer any such rights to Company. Nothing in this Agreement shall in any way limit or restrict ECI’s right, either by itself of through third parties, to use, promote, license or otherwise exploit the Licensed Marks, the Licensed Name, or any portion thereof.

     1.2.2 General Restrictions . Company will not use the Licensed Marks in any manner which is not specifically authorized by this Agreement. Without limiting the generality of the foregoing, (a) Company shall not use any marks, trade names or Internet domain names confusingly similar to the Licensed Marks and Licensed Name, (b) Company shall not use any Licensed Mark, the Licensed Name, or portion thereof in conjunction with any Company trademark, trade name or logo in a manner that suggests that such marks are a composite or singular mark, and (c) Company shall use the Licensed Marks and Licensed Name in compliance with all applicable laws and regulations (including, without limitation, all laws and regulations relating to the maintenance of the validity and enforceability of a Licensed Mark or Licensed Name), and shall at all times conduct its activities under this Agreement in a lawful manner. Company agrees that it shall cooperate to avoid confusion or conflict arising out of Company’s and ECI’s (including any licensees of ECI) use of the Licensed Marks and Licensed Name, and to resolve any such conflicts to the satisfaction of ECI. Company shall not challenge the validity of the Licensed Marks or the Licensed Name, any registrations or applications for registration thereof or ECI’s ownership thereof, or register or attempt to register any Licensed Mark or the Licensed Name or any confusingly similar intellectual property, including, without limitation, Internet domain names and any phrase in which a Licensed Mark or the Licensed Name is used.

     1.2.3 Conflicting Uses . Company understands and agrees that it does not have the right to use any of the Licensed Marks or the Licensed Name in any manner that might conflict with the rights of any third party or tarnish, disparage, weaken or otherwise be reasonably expected to adversely affect ECI’s rights in any of the Licensed Marks or the Licensed Name. If ECI determines in its discretion that Company’s use of a Licensed Mark or the Licensed Name may or does infringe the rights of any third party or adversely affect ECI’s rights in such Licensed Mark or Licensed Name, Company will terminate or modify such use immediately in accordance with ECI’s instructions. If Company fails to terminate or modify such use as reasonably directed by ECI, ECI shall have the right to terminate this Agreement for breach as set forth in Section 4.2. If ECI identifies conflicting uses requiring treatment under this Section, ECI agrees to work with Company in good faith to identify alternatives under this Section permitting modification of conflicting uses, prior to exercising its right of termination under this Section. Company shall notify ECI promptly of any infringement or adverse affect which comes to Company’s attention, and ECI shall have the sole right and authority to take action in any such case.

     1.2.4 Further Assurances . Company shall cooperate and assist ECI in securing, perfecting, preserving and enforcing ECI’s rights in the Licensed Marks and the Licensed Name. Without limitation, Company shall, at ECI’s sole expense, (a) execute and deliver to ECI, upon ECI’s request, all documents which are necessary or desirable to secure, prefect or preserve ECI’s rights in and to the Licensed Marks and the Licensed Name, to record Company as a registered user of the Licensed Marks and the Licensed Name or to cancel such registered user

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recordation when appropriate and (b) cooperate and assist ECI in registering, and prosecuting claims against infringers of, the Licensed Marks and the Licensed Name.

1.3 No Warranty . The grant of rights hereunder by ECI to the Licensed Marks and the Licensed Name is made only to the extent of the rights actually held by ECI in such Licensed Marks and Licensed Name. ECI makes no warranty, express or implied, and hereby disclaims all warranties, with respect thereto or with respect to the rights of any third parties that may conflict with the rights granted hereunder.

2. Quality Control .

2.1 Quality Standards . ECI shall have the right to exercise quality control over Company’s use of the Licensed Marks and the Licensed Name, including over the materials, products and services which are actually or planned to be offered, sold, marketed, distributed or provided ("Offered") by Company under or in connection with any of the Licensed Marks or the Licensed Name, and to the degree deemed necessary by ECI to maintain the validity and enforceability of the Licensed Marks and the Licensed Name and to protect the goodwill associated therewith. ECI acknowledges that the quality of the materials, products and services Offered by ECI through ECI’s business as of the Effective Date is adequate for this purpose. Accordingly, Company acknowledges and is familiar with the high standards, quality, style and image of ECI, and Company shall at all times during the Term use the Licensed Marks and the Licensed Name in a manner that is consistent therewith; and Company shall ensure that the materials, products and services Offered by it under or in connection with the Licensed Marks or the Licensed Name adhere to at least this level of quality and shall not reflect adversely upon ECI, the Licensed Marks or the Li