Memorandum of Understanding



 Exhibit 10.32 
 CONFIDENTIAL TREATMENT REQUESTED BY ALIEN TECHNOLOGY CORP. 
 MEMORANDUM OF UNDERSTANDING 

This Memorandum of Understanding (“Memorandum”) is entered into this 14th day of February, 2006, between Alien Technology Corporation, a Delaware corporation, with its principal place of business at 18220 Butterfield Blvd., Morgan
Hill, California 95037 (“Customer”) and Solectron Corporation, a Delaware corporation, with its principal place of business at 847 Gibraltar Drive, Milpitas, California (“Solectron”), on behalf of itself and its subsidiaries and
affiliates. 
 Customer desires to have Solectron perform certain new product manufacturing services as indicated in the Quotations issued by
Solectron and accepted by Customer (“Quotations”). Such Quotations shall reference this Memorandum. Customer authorizes Solectron by way of this Memorandum, to purchase to a Customer provided forecast or Purchase Order, material using
standard purchasing practices including, but not limited to, acquisition of material recognizing Economic Order Quantities, Supplier imposed minimum/multiple order quantities, ABC buy policy, and long component lead time management. 
 The customer will purchase material from Solectron which was purchased by Solectron on its behalf within 30 days after that material is determined to be
excess. Excess Material is material on hand or noncancelable/nonrescheduleable which exceeds 90 days of customer forecasted requirements. 
 Customer acknowledges financial liability for material purchased by Solectron but this liability will not exceed the raw cost of the material (plus a reasonable handling charge and supply chain cost) necessary to manufacture Customer’s
product(s) pursuant to Customer’s firm purchase order and the forecast submitted to Solectron, and in all events subject to the following: 
  

	 	•	 	Reschedule restrictions 

  

					
	 Days before delivery
	  	Max Qty	  	Max Period
	 [***]
	  	[***]	  	[***]
	 [***]
	  	[***]	  	[***]
	 [***]
	  	[***]	  	[***]
	 [***]
	  	[***]	  	

 Reschedule restrictions need to be aligned with Long Lead Time items. 
  

	 	•	 	Cancellation charges/restrictions 

  

			
	[***]	  	Shipments with 30 days
	[***]	  	All parts identified as NCNR
	[***]	  	Restocking and supplier cancellation fees (% will be negotiated with the supplier case by case and won’t be limited to the amount)

 Solectron and Alien Confidential 
  

	***	Confidential treatment requested pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted portions have been filed separately with
the Commission. 









 CONFIDENTIAL TREATMENT REQUESTED BY ALIEN TECHNOLOGY CORP. 
  

 Customer acknowledges financial responsibility for all labor and pre-approved non-recurring expenses
(NRE) expended in manufacturing customer’s products. 
 No line item may be rescheduled more than once. 
 All shipments will be made FCA: Solectron facility/point of shipment (Incoterms 2000). Payment terms are net 30 days subject to continuing credit
approval. 
 Customer shall issue its purchase order consistent with the Quotation to Solectron Corporation within thirty (30) days of
the date this Memorandum is signed. In the event that the hard copy of the purchase order is delayed, this Memorandum shall serve as sufficient evidence of the contractual relationship between Customer and Solectron such that Solectron shall submit
and Customer shall honor invoices submitted for payment pursuant to this Agreement. 
 The terms of this Memorandum shall take precedence
over any pre-printed terms and conditions on Customer’s purchase orders. Customer agrees to actively negotiate a Manufacturing Services Agreement with Solectron and agrees that such Manufacturing Services Agreement will supersede the terms and
conditions contained in this Memorandum. The parties further agree that a Manufacturing Services Agreement shall be in force and effect before any volume production commences. 
  

									
	 Agreed to:
	 		 	
			
	 Dated:   Feb. 17,
2006                              
	 		 	 Dated:   Feb. 23,
2006                              

			
	 ALIEN TECHNOLOGY CORPORATION
	 		 	 SOLECTRON CORPORATION

					
	By:	 	/S/    JOHN
PAYNE        	 		 	 By:
	 	/S/    DARRYL
PAYTON        
		 	(Signature)	 		 		 	(Signature)
					
	Title:	 	COO	 		 	 Title:
	 	Director, Contracts and Compliance

 Solectron and Alien Confidential 
  

 -2- 
  

	***	Confidential treatment requested pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted portions have been filed separately with
the Commission. 










 CONFIDENTIAL TREATMENT REQUESTED BY ALIEN TECHNOLOGY CORP. 
  


									
	

	  	Alien Technology Corporation	  	Purchase Order
	  	18220 Butterfield Blvd.	  	PURCHASE ORDER NO.	  	REVISION	  	PAGE
	  	 Morgan Hill, CA 95037
 Tel: 408.782.3900
 Fax: 408.782.3904
	  	20467	  	1	  	1
		  		  	THIS PURCHASE ORDER NO. MUST
APPEAR ON ALL INVOICES, PACKING
LISTS, CARTONS AND
CORRESPONDENCE RELATED TO THIS
ORDER.
			
		  		  	SHIP TO:
		  		  	    18220 BUTTERFIELD BLVD
    MORGAN HILL, CA 95037
    United States
			
	VENDOR:	  	 SOLECTRON
	  	
	  	 637 GIBARTAR DRIVE, BLDG 5
 MILPITAS, CA 95035
 United
States
	  	BILL TO:
    18220 BUTTERFIELD BLVD
    MORGAN HILL, CA 95037
		  		  	    United States

 This Purchase Order is subject to Alien Technology Corporation Purchase Order Terms and Conditions (Document
Control Number 1000049 Rev D) which are incorporated herein by this reference. 
  

							
				
	CUSTOMER ACCOUNT NO.	  	VENDOR NO.	  	DATE OF ORDER/BUYER	  	REVISED DATE / BUYER
		  	2711	  	10-FEB-06 M GALLAGHER	  	14-FEB-06        M GALLAGHER
			
	PAYMENT TERMS	  	SHIP VIA	  	F.O.B.
	 NET 30
	  	 OTHER SEE BELOW
	  	
			
	FREIGHT TERMS	  	REQUESTOR / DELIVER TO	  	CONFIRM TO / TELEPHONE
	 SEE NOTES
	  	 SOULE, PETER
	  	DAVID BARRE (408) 391-6093

  

															
	 ITEM
	  	 PART NUMBER / DESCRIPTION
	  	DELIVERY DATE	  	QUANTITY	  	UNIT	  	UNIT PRICE	  	EXTENSION	  	TAX

 Notes: 
 1. This order shall be contingent upon Alien Technology’s final acceptance and approval of [***] piece first articles due on or before April 1, 2006. 
 2. Final pricing to be negotiated and mutually agreed to by [***]. 
 3.
Order to be built based on Alien Technology Specification 0500188-001 Rev B. 
 4. Reschedule restrictions 
  

					
	 Days before delivery
	  	Max Qty	  	 Max Period

	 [***]
	  	[***]	  	[***]
	 [***]
	  	[***]	  	[***]
	 [***]
	  	[***]	  	[***]
	 [***]
	  	[***]	  	

 5. Cancellation charges/ restrictions 
  

			
	 [***]
	  	Scheduled shipments within 30 days
	 [***]
	  	All parts identified as NCNR
	 [***]
	  	Restocking and supplier cancellation fees not to exceed [***]

 6. All invoices sent to Alien Technology’s Accounts Payable Dept must reference the correct PO number and
must be sent to the Bill to address at the top of this Purchase Order. 
 7. FOB: FCA, Solectron Facility – Guadalajara. 
 8. Freight: Vendor to deliver to Alien Technology’s 18220 Butterfield Blvd address, or as otherwise directed by Alien. 
  

							
		 		 	Total	 	Continued
			
	 	 		 	   
		 		 	AUTHORIZED SIGNATURE
	 6805Q    EVERGREEN DATA SYSTEMS INC    CA205445
	 		 	

  


	***	Confidential treatment requested pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted portions have been filed separately with
the Commission. 










 CONFIDENTIAL TREATMENT REQUESTED BY ALIEN TECHNOLOGY CORP. 
  


									
	

	  	Alien Technology Corporation	  	Purchase Order
	  	18220 Butterfield Blvd.	  	PURCHASE ORDER NO.	  	REVISION	  	PAGE
	  	 Morgan Hill, CA 95037
 Tel: 408.782.3900
 Fax: 408.782.3904
	  	20467	  	1	  	2
		  		  	THIS PURCHASE ORDER NO. MUST
APPEAR ON ALL INVOICES, PACKING
LISTS, CARTONS AND
CORRESPONDENCE RELATED TO THIS
ORDER.
			
		  		  	SHIP TO:
		  		  	    18220 BUTTERFIELD BLVD
    MORGAN HILL, CA 95037
    United States
			
	VENDOR:	  	 SOLECTRON
	  	
	  	 637 GIBARTAR DRIVE, BLDG 5
 MILPITAS, CA 95035
 United
States
	  	BILL TO:
    18220 BUTTERFIELD BLVD
    MORGAN HILL, CA 95037
		  		  	    United States

 This Purchase Order is subject to Alien Technology Corporation Purchase Order Terms and Conditions (Document
Control Number 1000049 Rev D) which are incorporated herein by this reference. 
  

							
				
	CUSTOMER ACCOUNT NO.	  	VENDOR NO.	  	DATE OF ORDER/BUYER	  	REVISED DATE / BUYER
		  	2711	  	10-FEB-06 M GALLAGHER	  	14-FEB-06        M GALLAGHER
			
	PAYMENT TERMS	  	SHIP VIA	  	F.O.B.
	 NET 30
	  	 OTHER SEE BELOW
	  	
			
	FREIGHT TERMS	  	REQUESTOR / DELIVER TO	  	CONFIRM TO / TELEPHONE
	 SEE NOTES
	  	 SOULE, PETER
	  	DAVID BARRE (408) 391-6093

  

															
	 ITEM
	  	 PART NUMBER / DESCRIPTION
	  	DELIVERY DATE	  	QUANTITY	  	UNIT	  	UNIT PRICE	  	EXTENSION	  	TAX
	 1
	  	0500188-001                B	  		  	[***]	  	EACH	  	[***]	  	[***]	  	
		  	ASSY, READER X	  		  		  		  		  		  	
		  	 •      SHIP TO:
	  	01-APR-06	  	[***]	  	EACH	  		  		  	N
		  	 Address at top of page
	  		  		  		  		  		  	
								
		  	 •      SHIP TO:
	  	08-MAY-06	  	[***]	  	EACH	  		  		  	N
		  	 Address at top of page
	  		  		  		  		  		  	
								
		  	 •      SHIP TO:
	  	15-MAY-06	  	[***]	  	EACH	  		  		  	N
		  	 Address at top of page
	  		  		  		  		  		  	
								
		  	 •      SHIP TO:
	  	22-MAY-06	  	[***]	  	EACH	  		  		  	N
		  	 Address at top of page
	  		  		  		  		  		  	

  

							
		 		 	Total	 	Continued
			
	 	 		 	   
		 		 	AUTHORIZED SIGNATURE
	 6805Q    EVERGREEN DATA SYSTEMS INC    CA205445
	 		 	

  


	***	Confidential treatment requested pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted portions have been filed separately with
the Commission. 










 CONFIDENTIAL TREATMENT REQUESTED BY ALIEN TECHNOLOGY CORP. 
  


									
	

	  	Alien Technology Corporation	  	Purchase Order
	  	18220 Butterfield Blvd.	  	PURCHASE ORDER NO.	  	REVISION	  	PAGE
	  	 Morgan Hill, CA 95037
 Tel: 408.782.3900
 Fax: 408.782.3904
	  	20467	  	0	  	3
		  		  	THIS PURCHASE ORDER NO. MUST
APPEAR ON ALL INVOICES, PACKING
LISTS, CARTONS AND
CORRESPONDENCE RELATED TO THIS
ORDER.
			
		  		  	SHIP TO:
		  		  	    18220 BUTTERFIELD BLVD
    MORGAN HILL, CA 95037
    United States
			
	VENDOR:	  	 SOLECTRON
	  	
	  	 637 GIBARTAR DRIVE, BLDG 5
 MILPITAS, CA 95035
 United
States
	  	BILL TO:
    18220 BUTTERFIELD BLVD
    MORGAN HILL, CA 95037
		  		  	    United States

 This Purchase Order is subject to Alien Technology Corporation Purchase Order Terms and Conditions (Document
Control Number 1000049 Rev D) which are incorporated herein by this reference. 
  

							
				
	CUSTOMER ACCOUNT NO.	  	VENDOR NO.	  	DATE OF ORDER/BUYER	  	REVISED DATE / BUYER
		  	2711	  	10-FEB-06 M GALLAGHER	  	
			
	PAYMENT TERMS	  	SHIP VIA	  	F.O.B.
	 NET 30
	  	 OTHER SEE BELOW
	  	
			
	FREIGHT TERMS	  	REQUESTOR / DELIVER TO	  	CONFIRM TO / TELEPHONE
	 SEE NOTES
	  	 SOULE, PETER
	  	DAVID BARRE (408) 391-6093

  

															
	 ITEM
	  	 PART NUMBER / DESCRIPTION
	  	DELIVERY DATE	  	QUANTITY	  	UNIT	  	UNIT PRICE	  	EXTENSION	  	TAX
		  	 •      SHIP TO:
	  	29-MAY-06	  	[***]	  	EACH	  		  		  	N
		  	 Address at top of page
	  		  		  		  		  		  	
								
		  	 •      SHIP TO:
	  	30-JUN-06	  	[***]	  	EACH	  		  		  	N
		  	 Address at top of page
	  		  		  		  		  		  	
								
		  	 •      SHIP TO:
	  	31-JUL-06	  	[***]	  	EACH	  		  		  	N
		  	 Address at top of page
	  		  		  		  		  		  	
								
		  	 •      SHIP TO:
	  	31-AUG-06	  	[***]	  	EACH	  		  		  	N
		  	 Address at top of page
	  		  		  		  		  		  	
								
		  	 •      SHIP TO:
	  	30-SEP-06	  	[***]	  	EACH	  		  		  	N
		  	 Address at top of page
	  		  		  		  		  		  	

  

							
		 		 	Total	 	Continued
			
	 	 		 	   
		 		 	AUTHORIZED SIGNATURE
	6805Q    EVERGREEN DATA SYSTEMS INC    CA205445	 		 	

  


	***	Confidential treatment requested pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted portions have been filed separately with
the Commission. 










 CONFIDENTIAL TREATMENT REQUESTED BY ALIEN TECHNOLOGY CORP. 
  


									
	

	  	Alien Technology Corporation	  	Purchase Order
	  	18220 Butterfield Blvd.	  	PURCHASE ORDER NO.	  	REVISION	  	PAGE
	  	 Morgan Hill, CA 95037
 Tel: 408.782.3900
 Fax: 408.782.3904
	  	20467	  	0	  	4
		  		  	THIS PURCHASE ORDER NO. MUST
APPEAR ON ALL INVOICES, PACKING
LISTS, CARTONS AND
CORRESPONDENCE RELATED TO THIS
ORDER.
			
		  		  	SHIP TO:
		  		  	    18220 BUTTERFIELD BLVD
    MORGAN HILL, CA 95037
    United States
			
	VENDOR:	  	 SOLECTRON
	  	
	  	 637 GIBARTAR DRIVE, BLDG 5
 MILPITAS, CA 95035
 United
States
	  	BILL TO:
    18220 BUTTERFIELD BLVD
    MORGAN HILL, CA 95037
		  		  	    United States

 This Purchase Order is subject to Alien Technology Corporation Purchase Order Terms and Conditions (Document
Control Number 1000049 Rev D) which are incorporated herein by this reference. 
  

							
				
	CUSTOMER ACCOUNT NO.	  	VENDOR NO.	  	DATE OF ORDER/BUYER	  	REVISED DATE / BUYER
		  	2711	  	10-FEB-06 M GALLAGHER	  	
			
	PAYMENT TERMS	  	SHIP VIA	  	F.O.B.
	 NET 30
	  	 OTHER SEE BELOW
	  	
			
	FREIGHT TERMS	  	REQUESTOR / DELIVER TO	  	CONFIRM TO / TELEPHONE
	 SEE NOTES
	  	 SOULE, PETER
	  	DAVID BARRE (408) 391-6093

  

															
	 ITEM
	  	 PART NUMBER / DESCRIPTION
	  	DELIVERY DATE	  	QUANTITY	  	UNIT	  	UNIT PRICE	  	EXTENSION	  	TAX
		  	 •     SHIP TO:
	  	31-OCT-06	  	[***]	  	EACH	  		  		  	N
		  	 Address at top of page
	  		  		  		  		  		  	

  

							
		 		 	Total	 	[***]
			
	 	 		 	 /s/ Illegible

		 		 	AUTHORIZED SIGNATURE
	6805Q    EVERGREEN DATA SYSTEMS INC    CA205445	 		 	

  


	***	Confidential treatment requested pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted portions have been filed separately with
the Commission.