Exhibit 10.27
Nortel Networks Agreement No. 011449
Nortel Networks Amendment No. 011449(1)
AMENDMENT #1
TO
OEM PURCHASE AND SALE AGREEMENT NO. 011449 (“Agreement”)
BETWEEN SELLER CORPORATION AND NORTEL NETWORKS LIMITED
This Amendment #1 to OEM Purchase and Sale Agreement No. 011449 by and between Nortel Networks
Limited, a Canada corporation with offices located at 8200 Dixie Road, Suite 100, Brampton, Ontario, Canada
L6T 5P6 (Nortel Networks) and AudioCodes Ltd., an Israeli corporation with offices located at 4 HaHoresh
Street, 56470 Yehud, Israel (Seller), will be effective as of May 1, 2003 ("Exhibit A-3 Effective Date"),
WHEREAS, Nortel Networks and Seller entered into an OEM Purchase and Sale Agreement dated April 28,
2003 ("Agreement"); and
WHEREAS, Nortel Networks and Seller wish to amend the Agreement for the purposes of adding Exhibit A-3
and for revising the terms and conditions of the Agreement, but only for purposes of governing the sale and
purchase of the Products described in Exhibit A-3 (“Norstar Gateway Products”);
NOW, THEREFORE, in consideration of the premises and the promises set forth herein, but only for purposes
of governing the sale and purchase of the Products described in new Exhibit A-3 (“Norstar Gateway Products”),
the parties agree as follows:
1. Nortel Networks and Seller agree to amend the Agreement as follows:
1.1 Add new Exhibit A-3 (including Attachment 1 to Exhibit A-3) to the Agreement, attached to and
incorporated in this Amendment 1 as Attachment 1.
1.2 Add new Subsection 7.4.1 to the Agreement, as follows:
“7.4.1 Notwithstanding Section 7.4 above and only for purposes of Products being purchased under
Exhibit A-3 (Norstar Gateway Products as defined there), incorporated in and attached to this
Agreement, Nortel Networks or the purchasing Subsidiary or Affiliate may cancel at its convenience
any part of a P.O., Blanket Purchase Order or Release according to the following schedule:
[*] Confi