Nortel Networks Amended Agreement No. 011174 (11) Nortel Networks Original Agreement No. 011174

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 Xx. 000000

XXXXXXXXX XX. 00
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/ Xxxxxxx X. Xxxxxxx					By:	/s/ Xxxxx Xxxxx
	(Signature)						(Signature)
	Name:	Xxxxxxx X. Xxxxxxx					Name:	Xxxxx Xxxxx
		(Print)						(Print)
	Title:	Vice President and CFO					Title:	Senior Contracts Manager
	Date:	11/6/08					Date:	Nov. 6, 2008

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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 1^st 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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