EX-10.06




 Exhibit 10.06 

[*] Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange
Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. 
 Technology License Agreement Between 

Axon Technologies Corporation 

and 
 Adesto Technologies
Corporation 
 Rev. 5 

January 15, 2007 









					
	 Revisions
	  	Date Released	 	 Comment

	 v4a
	  	July 12th, 2006	 	 -Original agreement signed by Axon Technologies Corporation and Adesto Technologies Corporation.

			
	 v4b
	  	Oct 9th, 2006	 	 -Modified Exhibit E (page 28).

-Changed the language in Section 7.2 to exclude “and offer services” language and limit the language to
“products” only.
 -Corrected typo in the Exhibit A, Section 2.2 where the word “embedded Memory
Blocks” was replaced with “primarily Memory Blocks”.

			
	 v5
	  	Jan 15th, 2007	 	 -Multiple changes are made pursuant to the legal clarification and other modifications done as a result of Adesto Round A financing
term sheet and investor syndicate requirements.










 TABLE OF CONTENT 

 

					
	 Recitals
		 	p. 4	  
		
	 Agreement
		 	p. 4	  
	 1.   Definitions
		 	p. 4	  
	 2.   Licenses
		 	p. 9	  
	 3.   Investment Date and Exclusivity
		 	p. 9	  
	 4.   Further Licenses
		 	p. 11	  
	 5.   Technical Support and Research
		 	p. 12	  
	 6.   Fees and Payments
		 	p. 14	  
	 7.   Adesto Improvements
		 	p. 14	  
	 8.   Silicon Data
		 	p. 15	  
	 9.   Stock Purchase
		 	p. 15	  
	 10. Confidential Information
		 	p. 17	  
	 11. Terms and Termination
		 	p. 18	  
	 12. Warranties and Representations
		 	p. 19	  
	 13. Limitation of Liability
		 	p. 20	  
	 14. Survival
		 	p. 20	  
	 15. Dispute Resolution
		 	p. 20	  
	 16. Change In Control
		 	p. 21	  
	 17. Audit
		 	p. 21	  
	 18. General
		 	p. 21	  
	 Signature Page
		 	p. 24	  
	 Exhibit A (Fees)
		 	p. 25	  
	 Exhibit B (Excluded Companies)
		 	p. 27	  
	 Exhibit C (Parital List of Licensed Patents)
		 	p. 28	  
	 Exhibit D (Licensed Trade Secrets)
		 	p. 29	  
	 Exhibit E (Non-Exclusive Companies)
		 	p. 30	  
	 Exhibit F (Stock Purchase Agreement)
		 	p. 31	  









 TECHNOLOGY LICENSE AGREEMENT 

THIS IS A TECHNOLOGY LICENSE
AGREEMENT (“Agreement”), entered into this 15th day of January, 2007 (the “Effective Date”), by and between AXON
TECHNOLOGIES CORPORATION (“Axon”), a Delaware corporation having its principal place of business at 7702 E. Doubletree Ranch Road, Suite 300, Scottsdale, AZ 85258, and ADESTO
TECHNOLOGIES CORPORATION INC. (“Adesto”), a California corporation having its principal place of business at 440 N. Wolfe Road, Sunnyvale, CA 94058. 

RECITALS 
  

	 	A.	Axon owns certain patents and trade secrets with respect to memory cell technology. 

  

	 	B.	Adesto is engaged in the business of designing, manufacturing and selling semiconductor memory integrated circuits, including by not limited to discrete memory devices, smart card integrated circuits, as well as
design tools and intellectual property. 

  

	 	C.	Axon wishes to grant, and Adesto wishes to obtain, certain rights with respect to such Axon patents and trade secrets according to the terms of this Agreement. 


NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereby agree as follows: 
 AGREEMENT 

 

	1.	DEFINITIONS. 

 Capitalized terms used in this Agreement shall have
the following meanings: 
 “Adesto Improvements” shall mean any updates, corrections, improvements or enhancements of or to the
Licensed Technology which are conceived or reduced to practice by or on behalf of Adesto and as to which any application or any issued patent, including any and all divisionals, continuations, re-examinations, renewals, provisionals,
continuations-in-part, or re-issues, exists at any time. 
 “Authorized Fab” shall mean a Fab who has entered into a written license
agreement with Axon or Adesto to permit such entity to manufacture Authorized Products or testchips for Adesto or other third parties, and who does so solely in accordance with such license agreement. 

“Authorized Foundry” shall mean a Foundry who has entered into a written license agreement with Axon or Adesto to permit such entity
to manufacture Authorized Products or testchips for Adesto or other third parties, and who does so solely in accordance with such license agreement. 

  
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 “Authorized Manufacturer” shall mean a Foundry or Integrated Device Manufacturer who has
entered into an appropriate written license agreement with Axon or Adesto to permit such entity to manufacture Authorized Products for Adesto or other third parties, and who does so solely in accordance with such license agreement. 

“Authorized Product” shall mean any integrated circuit (including test chips) that: (i) is manufactured by an Authorized
Manufacturer and contains or is substantially manufactured using PMC Technology as Embedded Memory Blocks; or (ii) is manufactured by an Integrated Device Manufacturer and contains or is substantially manufactured using PMC Technology as
Embedded Memory Blocks; or (iii) is manufactured by an Authorized Manufacturer and contains or is substantially manufactured using PMC Technology as Stand Alone Memory Blocks; or (iv) is manufactured by an Integrated Device
Manufacturer and contains or is substantially manufactured using PMC Technology as Stand Alone Memory Blocks. 
 “Authorized Product
Tape-Out” shall mean completion and final transmission of all necessary product specifications to an Authorized Fab for manufacture of a corresponding Authorized Product. 

“Axon Improvements” shall mean any updates, corrections, improvements or enhancements of or to the Licensed Technology made by or on
behalf of Axon which are owned by Axon or licensable by Axon without charge. 
 “Broad Licenses” shall have the
meaning assigned to it in Subsection 4.2 (“Broad Licenses”). 
 “Change in Control” shall mean, with respect to
either party, any time: (i) such party shall engage in any merger, acquisition or consolidation and, as a result of such transaction, the voting securities of the party that are outstanding immediately prior to the consummation of such
transaction do not represent, or are not converted into, securities of the surviving corporation of such transaction (or such surviving corporation’s parent corporation if the surviving corporation is owned by the parent corporation) that,
immediately after the consummation of such transaction, together represent at least a majority of the total voting power of all securities of such surviving corporation (or its parent corporation, if applicable) that are outstanding immediately
after the consummation of such transaction, provided that the transaction shall not be a Change in Control if the surviving corporation of such transaction or such surviving corporation’s parent corporation is an Excluded Company; or
(ii) such party sells all or substantially all of such party’s assets to a third party who is not an Excluded Company; or (iii) there shall occur any direct or indirect sale or other transfer of fifty percent (50%) or more of the
equity of such party to any “person” (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), other than a trustee or other fiduciary holding
securities of such party under an employee benefit plan of such party, or an Excluded Company, who thereby becomes the “beneficial owner” (as defined in Rule 13d-3 promulgated under the Exchange Act); but in no case shall a Change in
Control include any equity financing or initial public offering. 
 “CMOS Integration” shall mean demonstration of a repeatable
process for the fabrication of memory arrays, consisting of PMC memory elements, integrated with silicon wafers containing interconnected active and passive devices processed in an industry-standard CMOS manufacturing process. 

  
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 “Confidential Information” shall have the meaning assigned to it in
SECTION 10 (“CONFIDENTIAL INFORMATION”). 
 “Disclosing
Party” shall have the meaning assigned to it in SECTION 10 (“CONFIDENTIAL INFORMATION”). 

“Effective Date” shall have the meaning assigned to it in the first paragraph of this Agreement. 

“Embedded Memory Blocks” shall mean a collection of addressable elements or cells which are capable of holding logical data and
information in an integrated circuit. 
 “Excluded Companies” shall mean those companies described in
EXHIBIT B (“EXCLUDED COMPANIES”). 
 “Fab” shall mean a semiconductor
fabrication facility which may be used for the manufacture or processing of semiconductor integrated circuits. 
 “Fabless
Companies” shall mean: (i) any company which manufactures its products exclusively in any Fab that it does not own; or (ii) an entity which does not own or
control a Fab. 
 “Fees” shall mean License Fees, Product Royalties, Further License Royalties, Research Fees, IP
Maintenance Fees, or any or all of the foregoing. 
 “Foundry” shall mean a Fab the fabrication services of which are
made commercially available to Fabless Companies and/or Integrated Device Manufacturers for the manufacture of integrated circuits.  

“Further License Royalties” shall mean those Fees described as such in EXHIBIT A
(“FEES”). 
 “Further Licenses” shall mean those licenses to be granted by Adesto and
described as such in SECTION 4 (“FURTHER LICENSES”). 
 “Gross Sales”
shall mean all amounts owed or paid directly or indirectly to Adesto under any Project License or any Broad License, not including NRE. 

“Integrated Device Manufacturer” shall mean an entity or company that owns or controls a Fab and which uses such Fab primarily for the
manufacture of semiconductor integrated circuits such as microprocessors, memory and other computer hardware devices for itself. 

“Investment Date” shall have the meaning assigned to it in Subsection 3.1 (“Investment Date”). 

“IP Maintenance Fee” shall mean the Fee described as such in EXHIBIT A
(“FEES”). 

  
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 “License Fees” shall mean those Fees described as such in
EXHIBIT A (“FEES”). 
 “Licensed Patents” shall mean those
patents, including any and all divisionals, continuations, re-examinations, renewals, provisionals, continuations-in-part, or re-issues regarding PMC Technology, which are owned and licensable by Axon and described as such in
EXHIBIT C (“PARTIAL LIST OF LICENSED PATENTS”), and including all Axon Improvements. 

“Licensed Technology” shall mean the Licensed Patents, Licensed Trade Secrets, either or both. 

“Licensed Trade Secrets” shall mean all ideas, concepts, know-how, procedures, and Axon Confidential Information regarding PMC
Technology, which are owned by Axon and described as such in EXHIBIT D (“LICENSED TRADE SECRETS”), and including all Axon Improvements. 

“Net Sales” shall mean Gross Sales, less the following items, but only insofar as they actually pertain to the disposition of
Authorized Products, they are included in such Gross Sales, and are separately billed: (i) trade, quantity, strategic discounts or cash discounts; (ii) amounts repaid or
credited by reason of rejection or return; (iii) taxes or other governmental charges levied on the production, sale, transportation, or delivery of an Authorized Product which are paid by or on behalf of
Adesto; and (iv) outbound transportation costs prepaid or allowed and costs of insurance in transit; provided, however, that where non-monetary consideration is owed or received for Authorized Products, Net
Sales shall be calculated based on the fair market value of such consideration. 
 “Non-Exclusive Companies” shall
mean those companies described as such in EXHIBIT E (“NON-EXCLUSIVE COMPANIES”), and their subsidiaries or affiliates. 

“NRE” shall mean any amounts incurred by Adesto for non-recurring engineering expenses related to Further Licenses of PMC Technology
to third parties, which amounts: [*]. 
 “PMC Manufacturing Only License” shall have the meaning assigned to it in
Subsection 4.3 (“PMC Manufacturing Only License”). 
 “PMC Technology” shall mean programmable metallization cell
technology. 
 “Product Royalties” shall mean those Fees described as such in EXHIBIT A
(“FEES”).  
 “Production Wafer” shall mean a silicon wafer manufactured by
an Authorized Manufacturer that contains Authorized Products for the purpose of resell by Adesto. “Project Licenses” shall have the meaning assigned to it in Subsection 4.1 (“Project Licenses”).

 “Receiving Party” shall have the meaning assigned to it in SECTION 10
(“CONFIDENTIAL INFORMATION”). 
 “Research Fees” shall have the meaning assigned to it
in EXHIBIT A (“FEES”). 
 “Research Plan” shall mean those Fees described as such
in Subsection 5.3 (“Research Plan”). 
 “RFIDIC” shall mean a radio frequency
identification integrated circuit. 
  

	*	Confidential Treatment Requested 


  
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 “SCIC” shall mean a smart card integrated circuit. 

“Silicon Data” shall have the meaning assigned to it in SECTION 8 (“SILICON
DATA”). 
 “Stand-alone Memory Blocks” shall mean a collection of addressable elements or cells which are
capable of holding logical data and information in an integrated circuit that is primarily used as discrete memory devices. 

“Stock Purchase Agreement” shall mean a commercially reasonable form of stock purchase agreement, or as otherwise agreed to by the
parties. 
 “Technical Support” shall have the meaning assigned to it in Subsection 5.1
(“Technical Support”). 
 “Technology Qualification” shall mean the reasonable satisfaction, based on verifiable
statistically significant data, of an industry-standard set of requirements, which enables the use of PMC memory elements in integrated circuits. These requirements shall include at a minimum: (i) performance
characterization of memory arrays containing PMC memory elements such as programming speed, erase speed, read access time over appropriate temperature and operating voltage ranges; and (ii) reliability
characterization data of said arrays such as cycling endurance and data retention, over appropriate temperature and operating voltage ranges. 

“Term” shall have the meaning assigned to it in SECTION 11 (“TERM AND
TERMINATION”). 
 “Test Chip Characterization” shall mean creation by Adesto of
statistical data for Silicon Data on a PMC Technology memory array test chip designed and fabricated using an industry-standard CMOS process, which array shall be of a density that either by itself or as an aggregate with other arrays on the same
wafer or on several wafers would aggregate to [*]. 
  

	*	Confidential Treatment Requested 


  
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	2.	LICENSES. 

 Subject to Adesto’s performance hereunder including
without limitation the timely payment of all Fees, Axon hereby grants to Adesto the following licenses: 
 2.1 Licensed Patents.
Subject to SECTION 10 (“CONFIDENTIAL INFORMATION”) and Subsection 2.4 (“Authorized Manufacturers and Integrated Device Manufacturers”), a worldwide,
non-exclusive (subject to Subsection 3.2 (“Exclusivity”)), non-transferable, royalty-bearing license, without the right to grant further licenses except as expressly provided in SECTION 4
(“FURTHER LICENSES”), to make, have made (solely by Authorized Foundries or Integrated Device Manufacturers), use, sell, lease, offer for sale, and import Authorized Products under the Licensed Patents.

 2.2 Trade Secrets. Subject to SECTION 10 (“CONFIDENTIAL
INFORMATION”) and Subsection 2.4 (“Authorized Manufacturers and Integrated Device Manufacturers”), a worldwide, non-exclusive (subject to Subsection 3.2 (“Exclusivity”)), non-transferable,
royalty-free license, without the right to further licenses except as expressly provided in SECTION 4 (“FURTHER LICENSES”), to make, have made (solely by Authorized Foundries and
Integrated Device Manufacturers), use, sell, lease, offer for sale, and import Authorized Products under the Licensed Trade Secrets. The Licensed Trade Secrets shall be protected as Confidential Information of Axon for all purposes under this
Agreement. 
 2.3 Authorized Foundries and Integrated Device Manufacturers. Notwithstanding anything to the contrary in this
Agreement, in no event shall this Agreement be read as conveying any rights to Adesto to make or have made any Authorized Products at or by any third party which is not either: (a) an Authorized Foundry; or (b) an Integrated
Device Manufacturer. 
 2.4 Marking Requirement. Adesto agrees that it shall cause to be affixed conspicuously on all Authorized
Products themselves, or where not reasonably possible, on related packaging materials, or datasheets or licensing agreements a notice that the Authorized Products are Protected by the appropriate U.S. Patents listed in EXHIBIT
C “LICENSED PATENTS” and are used under license from Axon Technologies, Corp, and such other notices as Axon may from time to time reasonably require. 

 

	3.	INVESTMENT DATE AND EXCLUSIVITY. 


3.1 Investment Date. The date which shall occur, if ever, no later than March 31, 2007 and upon which all of the following shall
apply shall be deemed the “Investment Date”: 
 A. Adesto has received in a legally-enforceable writing which neither
implies nor states any further obligations of Axon other than specified in this Agreement, and subject only to commercially reasonable investor conditions, a commitment from third party investors to invest at least [*] in a “first round”
equity transaction in Adesto (the “Initial Equity Investment”); and 
  

	*	Confidential Treatment Requested 


  
 9 









 B. The timing of payments in such commitment shall provide for full payment of the
foregoing [*] amount no later than [*] from the date of such commitment; and 
 C. Adesto shall have timely made all Fee payments
under this Agreement and shall have at all times been in compliance herewith. 
 3.2 Exclusivity. Subject to Adesto’s
performance hereunder including without limitation the timely payment of all Fees, and subject to the limitations described in Subsection 3.3 (“Limitations on Exclusivity”) and timely delivery of stock pursuant to
SECTION 9 (“STOCK PURCHASE”), Axon hereby agrees that commencing with the Investment Date and thereafter during the Term, Axon shall not grant licenses of Licensed Technology to any
third party for use of Licensed Technology: [*] (such restrictions on Axon’s grant of licenses referred to as the “Axon License Restrictions”), as follows, and for the following time periods: 

A. [*]; 
 B. [*];

 C. [*]; and 
 D.
[*]. 
 3.3 Limitations on Exclusivity; Extension of Exclusivity. 

A. Overall Time Limitation. In no event shall the total cumulative period of license exclusivity described in Subsection 3.2(A),
Subsection 3.2(B), Subsection 3.2(C), and Subsection 3.2(D) together exceed more than [*] from the Effective Date; provided, however, that solely as to any product type added to this Agreement pursuant to Subsection 3.4
(“Substitutions”), the total cumulative period of license exclusivity shall not exceed [*] from the Effective Date. 
 B.
Other Limitations. The license exclusivity described in Subsection 3.2 (“Exclusivity”) shall at all times be subject to any prior agreements or arrangements entered into by Axon prior to the Investment Date. In addition, any
agreements entered into by Axon with any of the Non-Exclusive Companies shall not be deemed in breach of the foregoing license exclusivity limitations. 

C. Extension of Exclusivity. In addition to the license exclusivity described in Subsections 3.2 (“Exclusivity”) and 3.3A
(Overall Time Limitation), subject to Adesto’s performance hereunder including without limitation the timely payment of all Fees, and subject to the limitations described in Subsection 3.3B (“Limitations on Exclusivity”) and timely
delivery of equity securities pursuant to SECTION 9 (“STOCK PURCHASE”), Adesto may elect to continue the Axon License Restrictions by consecutive [*] periods if: 

1. Adesto gives Axon written notice of its elections to continue the Axon License Restrictions and, at the time such written notice is given,
the Axon License Restrictions have not terminated; and 
  

	*	Confidential Treatment Requested 


  
 10 









 2. (i) During [*] period preceding the first such [*] continuance, [*] 8-inch diameter
equivalent Production Wafers containing Authorized Products consisting primarily of Memory Blocks are manufactured by an Authorized Manufacturer and (ii) during the twelve month period preceding each subsequent one year continuance, [*] 8-inch
diameter equivalent Production Wafers containing Authorized Products consisting primarily of Memory Blocks are manufactured by an Authorized Manufacturer; and 

3. Adesto agrees to pay Fees to Axon respecting the manufacture of Authorized Products or Net Sales excluding NRE, in each case occurring
during the [*] period of the applicable [*] continuance, as required by Section 6.1 (Fees), the alternative applicable amounts specified in Section 2.2 (Stand-alone Memory Blocks) of Exhibit A and Section 3 (FURTHER LICENSE ROYALTIES)
of Exhibit A. 
 3.4 Substitutions. Adesto is entitled, within the first [*] of the Term, to request that the provisions of either
Subsection 3.2(d) be deleted and replaced with a provision addressing another product type. The parties shall discuss such request in good faith and in light of changes to Adesto’s business plan and market opportunities. Any agreement
between the parties with respect thereto shall be subject to any prior agreements or licenses then entered into by Axon, and shall be included as an amendment to this Agreement, signed by both parties. 

 

	4.	FURTHER LICENSES. 

 Subject to all provisions of this
Agreement, including without limitation the timely payment of Fees, Adesto shall have the right to grant further licenses of no greater scope than the licenses granted to Adesto hereunder with respect to the Licensed Technology (and in no event to
include any right to grant further licenses or sublicenses), but strictly subject to the terms of this SECTION 4 (“FURTHER LICENSES”). All such licenses shall be in a commercially
reasonable, written format, shall be no less protective of Axon than of Adesto, and in any event shall be no less protective of Axon than this Agreement, and shall include an immunity for the benefit of Axon and its direct and indirect customers and
remarketers under all intellectual property (including without limitation all patents, including any and all divisionals, continuations, re-examinations, renewals, provisionals, continuations-in-part, or re-issues) directly or indirectly owned or
licensable by the licensee. 
 4.1 Project Licenses. Subject to all provisions of this Agreement, including without limitation the
timely payment of Fees and all the conditions hereinafter stated in this Subsection 4.1 (“Project Licenses”), Adesto shall have the right to grant further licenses to third parties under the Licensed Technology with the requirement
to include identifiable and substantially valuable Adesto intellectual property related to PMC Technology in and with all such Authorized Products: (a) with respect to Authorized Products which are only individual and specific memory
blocks; and (b) for manufacture of such individual and specific memory block Authorized Products solely by an Authorized Manufacturer. All licenses granted pursuant to this Subsection 4.1 (“Project Licenses”) shall be
deemed “Project Licenses.” 
  

	*	Confidential Treatment Requested 


  
 11 









 4.2 Broad Licenses. Subject to all provisions of this Agreement, including without
limitation the timely payment of Fees and all the conditions hereinafter stated in this Subsection 4.2 (“Broad Licenses”), Adesto shall have the right to grant further licenses to third parties under the Licensed Technology without
limitation to particular product lines, but with the requirement to include identifiable and substantially valuable Adesto intellectual property related to PMC Technology in and with all such Authorized Products: (a) to licensees who are
Fabless Companies or Integrated Device Manufacturers; and (b) with respect to any and all Authorized Products; and (c) for manufacture of such individual and specific memory blocks Authorized Products either by an Authorized
Manufacturer or by such Integrated Device Manufacturer itself. All licenses granted pursuant to this Subsection 4.2 (“Broad Licenses”) shall be deemed “Broad Licenses.” 

4.3 PMC Manufacturing Only Licenses. Subject to all provisions of this Agreement, including without limitation the timely payment of
Fees and all the conditions hereinafter stated in this Subsection 4.3 (“PMC Manufacturing Only Licenses”), Adesto shall have the right to grant further licenses to third parties under the Licensed Technology: (a) to
licensees who have entered into an appropriate written license agreement with Axon or Adesto to permit them to manufacture Authorized Products or testchips solely for Adesto or Adesto licensees who have entered into Broad Licenses or Project
Licenses and who do so solely in accordance with their corresponding license agreement. All licenses granted pursuant to this Subsection 4.3 (“PMC Manufacturing Only Licenses”) shall be deemed “PMC Manufacturing Only
Licenses.” 
  

	5.	TECHNICAL SUPPORT AND RESEARCH. 


5.1 Technical Support. Axon shall provide to Adesto certain technical support consisting of at least the following (collectively,
“Technical Support”): 
 A. A one (1) day “kick off” technical meeting at Axon’s offices to educate
Adesto regarding the Licensed Technology; 
 B. Monthly update meetings by telephone between Adesto and Axon to discuss Adesto’s
commercialization process; and 
 C. Quarterly face-to-face meetings between Adesto’s technical team and Axon’s CEO,
Dr. Michael Kozicki, and the Axon technical team, at Axon’s offices to discuss Adesto’s commercialization progress. 
 5.2
Additional Support. Axon will agree to provide support in addition to Technical Support on a commercially reasonable basis, according to such terms and conditions as may be agreed to from time to time in writing by the parties. 

5.3 Research Plan. Within ninety (90) days of the Investment Date, the parties shall develop and agree upon a plan for research
and development by Axon of certain new enhancements and improvements of the Licensed Technology, including without limitation Axon 

  
 12 









 
Improvements (the “Research Plan”). Such Research Plan shall be executed by both parties, and shall be deemed an Exhibit to this Agreement, and may be modified from time to time upon
the parties’ mutual written agreement. The parties shall use their respective commercially reasonable efforts to carry out all their obligations in such Research Plan. All Research Fees not otherwise described in EXHIBIT A
(“FEES”) shall be described in such Research Plan; provided, however, that all Research Fees described in EXHIBIT A (“FEES”) shall be due and payable as described therein,
regardless of whether, if ever, the parties agree upon the Research Plan. 
 5.4 Joint Development. The parties agree that they do
not anticipate that any intellectual property will be jointly-developed or jointly-owned under this Agreement; provided, however, that in cases where the parties wish to create such jointly-developed intellectual property, the parties shall use
their best efforts to enter into such written agreements beforehand which shall address the details of such development, including without limitation the scope, schedule, payments (if any), and ownership rights with respect thereto. Any other
jointly developed intellectual property under this Agreement shall be owned by the parties, subject to applicable law. 
 5.5 IP
Maintenance and Enforcement. 
 A. Axon shall use its commercially reasonable judgment to determine the manner and extent to
which legal protections for the Licensed Technology are necessary and appropriate, including without limitation protections obtained through the filing, prosecution and maintenance of patent and copyright applications in the United States and
elsewhere. Based upon Axon’s determination, Axon shall, at its expense, take all actions reasonably required to obtain such legal protections for the Licensed Technology. 

B. Without limiting the provisions of Subsection 5.5 (A), each party shall provide the other party of written notice if it
becomes aware of any possible infringement or misappropriation of the Licensed Technology (such notice, an “Infringement Notice”). If Axon does not initiate action to cause the alleged infringement or misappropriation to terminate within
thirty (30) days following receipt of an Infringement Notice from Adesto, then Adesto may, upon notice to Axon, initiate legal action against the alleged infringer (an “Enforcement Action”). If Adesto initiates an Enforcement Action,
Axon shall provide such cooperation and assistance as reasonably requested by Adesto in connection therewith and Adesto shall bear the reasonable expenses incurred by Axon in providing such assistance and cooperation. Adesto may, at its expense,
join or include Axon as a party to any Enforcement Action which Adesto believes is or could be material to Adesto and Axon hereby agrees to such joinder and to submit to the personal jurisdiction of, and venue in, any court or agency in which such
action is pending. Any damages, settlements or recoveries resulting from an Enforcement Action initiated by Adesto will first be applied to reimburse Adesto for any and all unreimbursed fees, costs and expenses (including attorneys’ fees)
(collectively “Litigation Costs”) incurred by Adesto in connection with such Enforcement action. Adesto will also have the right to retain the remainder of any such damages, settlements or recoveries. 

  
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	6.	FEES AND PAYMENTS. 


6.1 Fees. Adesto shall timely pay to Axon all Fees, accompanied by such written documentation as Axon may reasonably request to explain
the amount and calculation of such Fees, as follows: 
 A. License Fees. Adesto shall timely pay to Axon all License Fees
described as such in EXHIBIT A (“FEES”); 
 B. Product Royalties. Adesto shall timely
pay to Axon all Product Royalties described as such in EXHIBIT A (“FEES”); 
 C. Further
License Royalties. Adesto shall timely pay to Axon all Further License Royalties described as such in EXHIBIT A (“FEES”); 

D. Research Fees. Adesto shall timely pay to Axon all Research Fees described as such in EXHIBIT A
(“FEES”); 
 E. IP Maintenance Fees. Adesto shall timely pay to Axon all IP Maintenance Fees described
as such in EXHIBIT A (“FEES”) 
 6.2 Timing of Payments of Fees. Notwithstanding
anything to the contrary in this Agreement, the parties understand and agree that where this Agreement calls for payment of Fees on the Investment Date such payment shall be deemed timely made if both: (a) Adesto uses its diligent
efforts to make such payment on the Investment Date or promptly thereafter; and also (b) such payment is actually made within [*] after such Investment Date. 

6.3 Payments. Any late payment of Fees shall bear interest at a rate of [*] for each month or partial month during which Fees were owed
and unpaid, or the highest rate allowed by law, whichever is lower. Such late payment may also be deemed by Axon to be a material breach of this Agreement for purposes of SECTION 11 (“TERM
AND TERMINATION”). 
  

	7.	ADESTO IMPROVEMENTS. 

 7.1
Notice. Adesto shall give prompt, written notice to Axon of all Adesto Improvements. Such notice shall include a reasonably detailed description of the Adesto Improvements and such written documentation and other explanations as may be
reasonably requested by Axon. 
 7.2 License. Adesto hereby agrees to negotiate in good faith the grant to Axon of a worldwide,
non-exclusive, non-transferable (other than as pursuant to Subsection 18.9 (“Assignment”)), royalty-bearing license, without the right to grant sublicenses, to make, have made, use, lease, sell, offer for sale, and import Permitted
Products (defined herein) under the Adesto Improvements. For purposes hereof, “Permitted Products” mean all integrated circuit 
  

	*	Confidential Treatment Requested 


  
 14 









 
products which are not being designed or are not manufactured by (or on behalf of), or are not under- development by, or are not part of future product roadmap of, Adesto that use PMC Technology.
The terms and royalties under such license shall be negotiated between the parties, but such prices and terms shall in all cases be commercially reasonable and all royalties thereunder shall be no less favorable to Axon than Adesto may offer to its
typical customers. 
  

	8.	SILICON DATA. 

 8.1 Access. Adesto shall provide to
Axon, upon request from time to time, such data and other statistically significant information including distribution data regarding certain PMC Technology parameters collected over appropriate operating temperature ranges, including: [*]
(collectively, “Silicon Data”). Such Silicon Data shall be subject to the provisions of SECTION 10 (“CONFIDENTIAL INFORMATION”). 

8.2 License. Adesto hereby grants to Axon a worldwide, non-exclusive, non-transferable (other than as pursuant to Subsection 18.9
(“Assignment”)), royalty-free license, without the right to grant sublicenses, to use and disclose Silicon Data; provided, however, that any disclosure of Silicon Data shall be made solely pursuant to confidentiality terms
substantially similar to those described in SECTION 10 (“CONFIDENTIAL INFORMATION”). 
  

	9.	STOCK PURCHASE. 

 9.1 Adesto Stock. In
partial consideration for Axon’s performance hereunder, Adesto agrees to provide to Axon the following equity securities, or warrants therefor, of Adesto, according to the following schedule. 

 

	 	A.	On July 12, 2006, Adesto has issued to Axon [*] shares of Adesto’s common stock, the terms of which are governed by the Stock Purchase Agreement. 


 

	 	B.	On the date that Adesto consummates its first sale following the consummation of the Initial Equity Investment of equity stock in a single transaction or in a series of related transactions, for an aggregate gross
purchase price paid to Adesto of no less than [*] (the “First Financing”), Adesto shall issue to Axon a warrant (in the form of the attached Warrant) to purchase a number of shares of Adesto’s common stock equal to the amount
determined by dividing (i) the aggregate purchase price paid to Adesto in the First Financing divided by [*] (the “First Financing Amount”) by (ii) the price per share at which Adesto sells its equity stock in the First
Financing. In the event that, following the date the warrant is issued, Adesto sells additional equity stock in a subsequent closing of the First Financing, then the warrant will be amended to be exercisable for a correspondingly greater number of
shares of Adesto’s common stock. Notwithstanding anything to the contrary set forth in the preceding provisions of this paragraph, if the First Financing Amount is greater than [*], then the number of shares of Adesto’s common stock that
shall be subject to the warrant shall instead equal the amount determined by dividing [*] by the price per share at 

  

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which Adesto sells its equity stock in the First Financing. For the sake of clarity, any equity stock issued by Adesto (including in a subsequent closing) pursuant to the terms of the definitive
agreements entered by Adesto in connection with the Initial Equity Investment shall not be considered the First Financing. 

  

	 	C.	On the date following the First Financing that Adesto consummates its first sale of equity stock in a single transaction or in a series of related transactions, for an aggregate gross purchase price paid to Adesto of no
less than [*] (the “Second Financing”), Adesto shall issue to Axon a second warrant (in the form of the attached Warrant) to purchase a number of shares of Adesto’s common stock equal to the amount determined by dividing (i) the
aggregate purchase price paid to Adesto in the Second Financing divided by [*] (the “Second Financing Amount”) by (ii) the price per share at which Adesto sells its equity stock in the Second Financing. In the event that, following
the date the warrant is issued, Adesto sells additional equity stock in a subsequent closing of the Second Financing, then the warrant will be amended to be exercisable for a correspondingly greater number of shares of Adesto’s common stock.
Notwithstanding anything to the contrary set forth in the preceding provisions of this paragraph, if the Second Financing Amount is greater than $[*], then the number of shares of Adesto’s common stock that shall be subject to the warrant shall
instead equal the amount determined by dividing $[*] by the price per share at which Adesto sells its equity stock in the Second Financing; provided, further, that if the sum of (i) the lesser of $[*] and the First Financing Amount plus
(ii) the lesser of $[*] and the Second Financing Amount, is less than $[*] (the amount by which that sum is less than $[*] being referred to as the “Excess Amount”), then at the election of Axon, which election must be made in writing
given to Adesto upon the completion of the Second Financing, Adesto shall issue to Axon a third warrant (in the form of the attached Warrant) either (A) upon the date of the completion of the Second Financing, to purchase a number of shares of
Adesto’s common stock equal to the amount determined by dividing the Excess Amount by the price per share at which Adesto sells its equity stock in the Second Financing or (B) upon the initial closing of the Third Financing (defined
below), to purchase a number of shares of Adesto’s common stock equal to the amount determined by dividing the Excess Amount by the price per share at which Adesto sells its equity stock in the Third Financing. The “Third Financing”
means the first sale following the Second Financing by Adesto of equity stock in a single transaction or in a series of related transactions, for an aggregate gross purchase price paid to Adesto of no less than [*]. 


 

	 	D.	Each warrant contemplated above will provide that the exercise price per share will equal the lesser of (1) the fair market value of Adesto’s common stock on the date the warrant is issued, as such fair market
value is determined in good faith by Adesto’s board of directors or (2) $[*] for a warrant issued upon the First Financing or $[*] for a warrant issued upon the Second Financing. The exercise price per share for the warrant issued upon the
Third Financing shall be the fair market value of Adesto’s common stock on the date that warrant is issued. The exercise price may be paid by Adesto through the use of a [*] full recourse promissory note in the form attached to the form of
Warrant attached hereto, 

  

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accruing interest commencing on the date of exercise at the minimum amount required to avoid imputed interest and secured by the purchased shares. The term of each warrant will equal [*]
following the date the warrant is issued, subject to earlier termination as provided in the attached form of Warrant. 


9.2 Stock Purchase Agreement. The provisions of the stock purchase agreement (“Stock Purchase Agreement”) shall be described
in an Exhibit F (“Stock Purchase Agreement”) and shall include all rights as apply to founders’ stock, and shall also apply to all common stock of Adesto acquired pursuant to Subsection 9.1 (“Adesto Stock”). The Parties
agree to negotiate in good faith the final terms of the Stock Purchase Agreement which shall be incorporated into this Agreement based on the agreed upon term sheet. 

9.3 Future Participation. Axon shall have the right, but not the obligation, to participate in all future equity funding rounds of
Adesto, , to purchase shares of common stock in each such equity funding round up to [*] of the total outstanding shares of Adesto and at a price per share at which Adesto sells its capital stock in that equity funding. Axon shall provide written
notice of whether it elects to participate in an equity financing round to Adesto within [*] following Adesto notifying Axon of the occurrence of the equity funding round. The foregoing right by Axon respecting any given contemplated investment is
conditioned upon Axon being an “accredited investor” (as defined by Rule 501 of Regulation D promulgated under the Securities Action of 1933, as amended) on the date of that investment. The provisions of the Future Participation shall be
described in Appendix F (“Stock Purchase Agreement”). Notwithstanding the foregoing, Axon shall not have the right to participate in the Initial Equity Investment (including subsequent closings thereof). 

9.4 Termination. The provisions of Sections 9.1 and 9.3 shall terminate in full upon the earlier to occur of: (1) the closing of a
firm-commitment underwritten public offering by Adesto of its common stock pursuant to an effective registration statement under the Securities Act of 1933, as amended, or (2) a Change in Control of Adesto (without regard to the exclusions from
that definition respecting an Excluded Company). 
  

	10.	CONFIDENTIAL INFORMATION. 

 10.1 Protection.
Each party (the “Disclosing Party”) may from time to time during the Term of this Agreement disclose to the other party (the “Receiving Party”) non-public information regarding the Disclosing Party’s business, including
technical, marketing, financial, personnel, planning, and other information (“Confidential Information”). The Disclosing Party shall mark all such Confidential Information in tangible form with the legend ‘confidential’,
‘proprietary’, or with similar legend. With respect to Confidential Information disclosed orally, The Disclosing Party shall describe such Confidential Information as such at the time of disclosure, and shall confirm such Confidential
Information as such in writing [*] after the date of oral disclosure. Notwithstanding anything to the contrary herein, the parties understand and agree that all non-public information regarding the Licensed Trade Secrets (including without
limitation the Licensed Trade Secrets themselves) shall be deemed the Confidential Information of the Disclosing Party regardless of whether so marked or confirmed. 
  

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 10.2 Protection of Confidential Information. Except as expressly permitted by this
Agreement, the Receiving Party shall not disclose the Confidential Information of the Disclosing Party and shall not use the Confidential Information of the Disclosing Party for any purpose not expressly permitted by this Agreement. The Receiving
Party shall limit the disclosure of the Confidential Information of the Disclosing Party to authorized employees, consultants or contractors of the Disclosing Party, who have a need to know such Confidential Information for purposes of this
Agreement, and who are, with respect to the Confidential Information of the Disclosing Party, bound in writing by confidentiality terms no less restrictive than those contained herein. 

10.3 Exceptions. Notwithstanding anything herein to the contrary, Confidential Information shall not be deemed to include any
information which: (a) was already lawfully known to the Receiving Party at the time of disclosure by the Disclosing Party as reflected in the written records of the Receiving Party; (b) was or has been lawfully disclosed by
the Disclosing Party to a third party without obligation of confidence; (c) was or becomes lawfully known to the public without breach of this Agreement; (d) is independently developed by the Receiving Party without access
to, or use of, the Confidential Information; (e) is approved in writing by the Disclosing Party for disclosure by the Receiving Party; or (f) is required to be disclosed by law or by the order or a court or similar judicial
or administrative body; provided, however, that the Receiving Party shall notify the Disclosing Party of such requirement immediately and in writing, and shall cooperate reasonably with the Disclosing Party, at the Disclosing Party’s expense,
in obtaining a protective or similar order with respect thereto. 
 10.4 Return of Confidential Information. The Receiving Party
shall return to the Disclosing Party, destroy or erase all Confidential Information of the Disclosing Party in tangible form (except such Confidential Information which is embedded in the Authorized Products which have already been sold) upon
termination of this Agreement, and the Receiving Party shall certify promptly and in writing that it has done so. Except for the rights expressly described herein, the Receiving Party is not granted any rights to any Disclosing Party patents,
copyrights, trade secrets, trade names, trademarks (whether or not registered), or any other rights, franchises or licenses. 
  

	11.	TERM AND TERMINATION. 


11.1 Term. The term of this Agreement (“Term”) shall commence on the Effective Date and continue until the expiration or
invalidation of the last to expire Axon Patent, unless earlier terminated as hereinafter provided. 
 11.2 Termination for Material
Breach. Either party may terminate this Agreement immediately upon written notice for the material breach of this agreement by the other party, which material breach has remained uncured for period of thirty (30) days from the date of
delivery of written notice thereof to the breaching party. 

  
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 11.3 Termination for Failure to Fund or Bankruptcy. Axon may terminate this Agreement
immediately upon written notice in the event that the Investment Date has not occurred by March 31, 2007, or in the event that (a) a receiver is appointed for any material part of the Adesto’s property, (b) Adesto makes a general
assignment for the benefit of creditors, or (c) Adesto becomes a debtor or alleged debtor in a case under the U.S. Bankruptcy Code or becomes the subject of any other bankruptcy or similar proceeding for the general adjustment of its debts or
for its liquidation, and such case or proceeding is not dismissed within 90 days. Notwithstanding the foregoing, however, Adesto’s obligations under this Agreement shall not be diminished due to Adesto’s insolvency. 

11.4 Effect. In the event of any termination of this Agreement as provided in Subsection 11.2 (“Termination for Material
Breach”) or as provided in Subsection 11.3 (“Termination for Failure to Fund or Insolvency”), the licenses granted by Axon under this Agreement shall immediately terminate, and the Receiving Party shall immediately return
to the Disclosing Party all material belonging to the Disclosing Party, including without limitation all copies of Confidential Information, and shall promptly certify to the Disclosing Party in writing that the Receiving Party has done so. 

 

	12.	WARRANTIES AND REPRESENTATIONS. 


12.1 Axon hereby represents and warrants to Adesto that: 

A. Axon is a corporation duly organized and validly existing under the laws of the State of Delaware, and has all
requisite corporate power and authority to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby; 

B. This Agreement does not violate, contravene or constitute a default under any agreement, commitment, instrument or
other arrangement to which Axon is a party; 
 C. Axon has all the rights to grant licenses to Adesto for intellectual
property relating to PMC Technology that is owned by Arizona State University, or Axon, or Arizona State University and Axon jointly, and therefore all of the Licensed Technology is licensable by Axon; and 

D. Axon has not granted to any person or entity an exclusive or sole license or equivalent right with respect to any of
the Licensed Technology, or assigned or conveyed to any person or entity any ownership interest (including joint ownership rights) therein. 

E. Axon has not granted any licenses respecting any Licensed Technology to any party other than to: (1) Adesto
pursuant to this Agreement; (2) Micron Technology, Inc. pursuant to that certain Technology License Agreement dated March 22, 2000; and (3) Infineon Technologies AG pursuant to that certain Technology License Agreement dated
July 1, 2004. The agreements set forth in the preceding sentence, and the ASU License, are the only agreements or arrangements entered into by Axon, or to which Axon is a party or bound, respecting any Licensed Technology. 

12.2 Statement. Axon hereby warrants to Adesto that Axon is party to a certain “Technology Cooperation Agreement,” dated
December 10, 1996, as amended prior to the Effective Date, with the Arizona Board of Regents acting on behalf of Arizona State University 

  
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(the “ASU License”), pursuant to which Axon has been granted certain licenses to intellectual property owned by Arizona State University and which intellectual property is included in
the Licensed Technology. 
 12.3 Disclaimer. OTHER THAN AS STATED IN SUBSECTION 12.1 AND 12.2 NEITHER PARTY MAKES ANY WARRANTIES,
EXPRESS, IMPLIED, ARISING FROM COURSE OF DEALING OR USAGE OF TRADE, OR STATUTORY, AS TO THE DATA INFORMATION OR ANY MATTER WHATSOEVER. IN PARTICULAR, ANY AND ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND
NON-INFRINGEMENT ARE EXPRESSLY EXCLUDED. 
  

	13.	LIMITATION OF LIABILITY. 


13.1 Disclaimer. OTHER THAN FOR ANY BREACH OF SECTION 2 (“LICENSES AND DELIVERY”), SECTION 4 (“FURTHER LICENSES”),
OR SECTION 10 (“CONFIDENTIAL INFORMATION”), NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY OR TO ANY THIRD PARTY FOR ANY LOSS OF USE, INTERRUPTION OF BUSINESS OR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY
KIND (INCLUDING LOST PROFITS) REGARDLESS OF THE FORM OF ACTION WHETHER IN CONTRACT, TORT (EXCLUDING NEGLIGENCE), EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 

13.2 Limitation. Other than for any breach of SECTION 2 (“LICENSES AND
DELIVERY”), SECTION 4 (“FURTHER LICENSES”), or SECTION 10 (“CONFIDENTIAL INFORMATION”), or for
Fees otherwise payable, in no event shall either party’s total liability under this Agreement, regardless of the cause of action, in tort, contact, or otherwise, exceed the sum of [*]. 

 

	14.	SURVIVAL. 

 In the event of any expiration or termination of this
Agreement, the provisions of SECTION 1 (“DEFINITIONS”), SECTION 6 (“FEES AND PAYMENTS”), SECTION 7
(“ADESTO IMPROVEMENTS”), SECTION 8 (“SILICON DATA”), SECTION 9 (“STOCK PURCHASE”),
SECTION 10 (“CONFIDENTIAL INFORMATION”), Subsection 11.4 (“Effect”), SECTION 12 (“WARRANTY DISCLAIMER”),
SECTION 13 (“LIMITATION OF LIABILITY”), SECTION 14 (“SURVIVAL”), SECTION 15 (“DISPUTE
RESOLUTION”), SECTION 16 (“CHANGE IN CONTROL”), SECTION 17 (“AUDIT”) and
SECTION 18 (“GENERAL”) shall survive and shall continue to bind the parties. 
  

	15.	DISPUTE RESOLUTION. 

 15.1
Governing Law. This Agreement shall be governed in all respects by the laws of the United States of America and the State of California without regard to conflicts of law principles, and the parties hereby consent the sole jurisdiction of the
State and Federal Courts located in Maricopa County, in the State of Arizona, but subject to Subsection 15.2 (“Dispute Resolution”). The parties agree that the United Nations Convention on Contracts for the International Sale of
Goods shall not apply to this Agreement. 
  

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 15.2 Dispute Resolution. Any dispute arising out of or relating to this Agreement shall be
finally settled by arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules before a single arbitrator in Phoenix, Arizona, and judgment on any award rendered by the arbitrator may be entered in any
court having jurisdiction. The arbitration shall be kept confidential and that the existence of the proceeding and any element of it shall not be disclosed, except to the extent necessary to enforce either party’s rights hereunder. 

 

	16.	CHANGE IN CONTROL. 


16.1 By Adesto. In the event of a Change in Control by Adesto, Adesto shall give prompt, written notice thereof to Axon. In addition,
the following shall apply: 
 [*] 

16.2 By Axon. In the event of a Change in Control by Axon, the terms of this Agreement shall continue as written and shall bind Adesto
and Axon’s assignee or assignees. 
  

	17.	AUDIT.  

 Adesto shall maintain a complete, clear, and accurate record of:
[*]. Axon shall have the right to conduct an audit of all the relevant books and records of Adesto (through an independent third party auditor selected by Axon and reasonably approved by Adesto), and to obtain true and correct photocopies thereof,
during regular business hours at Adesto’s offices and in such a manner as not to interfere unreasonably with Adesto’s normal business activities. In no event shall such audits be conducted hereunder more frequently than every [*]. If any
such audit should disclose any underpayment of Fees, Adesto shall promptly pay Axon such underpaid amount, together with interest thereon at a rate of [*] per month or partial month during which each such amount was owed and unpaid, or the highest
rate allowed by law, whichever is lower. If the amount of such underpayment exceeds [*] of amounts otherwise paid, then Adesto shall immediately reimburse Axon for Axon’s expenses associated with such audit. Axon may, at its option, deem such a
failure to pay Fees a material breach of this Agreement for purposes of SECTION 11 (“TERM AND TERMINATION”). 

 

	18.	GENERAL. 

 18.1 Taxes. In addition to any other payments due
under this Agreement, Adesto agrees to pay, and to indemnify and hold Axon harmless from, any sales, use, excise, import or export, value added or similar tax or duty not based on Axon’s net income, including any penalties and interest, as well
as any costs associated with the collection or withholding thereof, and all governmental permit fees, license fees and customs and similar fees levied upon the delivery by Axon of the Data Information, which Axon may incur in respect of this
Agreement. 
  

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 18.2 Injunctive Relief. It is understood and agreed that, notwithstanding any other
provisions of this Agreement, breach of the provisions of this Agreement by either party shall cause the other party irreparable damage for which recovery of money damages would be inadequate, and that the non-breaching party shall therefore be
entitled to obtain timely injunctive relief to protect such party’s rights under this Agreement in addition to any and all remedies available at law. 

18.3 Notices. All notices or reports permitted or required under this Agreement shall be in writing and shall be delivered by personal
delivery or by certified or registered mail, return receipt requested. Notices shall be sent to the parties at the addresses described on the first page of this Agreement or such other address as either party may designate for itself in writing.

 18.4 No Agency. Nothing contained herein shall be construed as creating any agency, partnership, or other form of joint enterprise
between the parties. 
 18.5 Force Majeure. Neither party shall be liable hereunder by reason of any failure or delay in the
performance of its obligations hereunder (except for the payment of money) on account of strikes, riots, insurrection, fires, flood, storm, explosions, acts of God, war, governmental action, earthquakes, and material shortages. 

18.6 Waiver. The failure of either party to require performance by the other party of any provision hereof shall not affect the full
right to require such performance at any time thereafter; nor shall the waiver by either party of a breach of any provision hereof be taken or held to be a waiver of the provision itself. 

18.7 Severability. In the event that any provision of this Agreement shall be unenforceable or invalid under any applicable law or be
so held by applicable court decision, such non-enforceability or invalidity shall not render this Agreement unenforceable or invalid as a whole, and, in such event, such provision shall be changed and interpreted so as to best accomplish the
objectives of such unenforceable or invalid provision within the limits of applicable law or applicable court decisions. 
 18.8
Headings. The section headings appearing in this Agreement are inserted only as a matter of convenience and in no way define, limit, construe, or describe the scope or extent of such section or in any way affect this Agreement. 

18.9 Assignment. Neither this Agreement nor any rights or obligations of Adesto may be assigned in whole or in part, without the prior,
written consent of Axon. Notwithstanding the foregoing, however, Adesto may assign this Agreement, in whole or in part, and Adesto’s rights and obligations hereunder, pursuant to a Change in Control if Adesto satisfies the provisions of
Section 16.1 with respect to that Change in Control. Axon may, upon notice, assign this Agreement in whole or in part to a third party which purchases, merges with, is merged into or otherwise directly or directly acquires all or substantially
all the assets or equity of Axon; provided, however, that in the event such third party is not, in Adesto’s reasonable judgment, technically competent to carry out the obligations of Axon as described in the then-current Research Plan, then in
such case Adesto may, upon notice given within [*] after notice from 
  

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Axon of such assignment, terminate this Agreement in part solely with respect to both parties’ future rights and obligations under Subsection 5.3 (“Research Plan”),
including without limitation the obligation to carry out any work, or to pay any Fees, in connection therewith. Any rights or obligations of the parties existing prior to the date of such notice of termination by Adesto shall remain unaffected. 

18.10 Counterparts. This Agreement may be executed simultaneously in two or more counterparts, each of which shall be considered an
original, but all of which together shall constitute one and the same instrument. 
 18.11 Entire Agreement. This Agreement together
with the exhibits hereto completely and exclusively states the agreement of the parties regarding its subject matter, and supersedes and governs, all prior proposals, agreements, or other communications between the parties, oral or written,
regarding such subject matter. This Agreement shall not be modified except by a subsequently dated written amendment or exhibit signed on behalf of Axon and Adesto by their duly authorized representatives. This Agreement amends and restates in its
entirety that certain Technology License Agreement, dated as of July 12, 2006, between the parties hereto (the “Prior License”), which Prior License is terminated effective the Effective Date. 

IN WITNESS WHEREOF, the parties hereto have caused this Technology License Agreement to be executed by
their duly authorized representatives 

  
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 SIGNATURE PAGE 

 

			
	AXON TECHNOLOGIES CORPORATION
		
	By:		 /s/ Michael Kozicki

			Dr. Michael Kozicki
		
	Title:		    Chairman and CTO
		
	Date:		 1/17/07

	
	ADESTO TECHNOLOGIES CORP.
		
	By:		 /s/ Narbeh Derhacobian

			Dr. Narbeh Derhacobian
		
	Title:		    President and CEO
		
	Date:		 1/17/07



  
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 EXHIBIT A 

FEES 
 1.
LICENSE FEES. Adesto shall timely pay to Axon, [*] in advance, for the first [*] of the Term commencing with the Investment Date and thereafter on the anniversary of the Investment Date and within [*] of such a
date, the following License Fees: 
  

			
	YEAR	  	LICENSE FEE
	 [*]
	  	[*]

 2. PRODUCT ROYALTIES. Adesto shall timely pay to Axon, on a
[*] in arrears, the following Product Royalties on all Authorized Products manufactured for Adesto at a Fab:  
 2.1
Embedded Memory Blocks. For each and every Authorized Product where such Authorized Product consists of Embedded Memory Blocks and is manufactured by an Authorized Manufacturer or is manufactured by an Integrated Device Manufacturer for Adesto,
[*] of: (a) all amounts owed or paid by Adesto directly or indirectly to such Authorized Manufacturer for the cost of Production Wafers containing such Authorized Products. and (b) [*] of all amounts paid by Adesto direct or
indirectly to such Integrated Device Manufacturer for production wafers containing such Authorized Products. 
 2.2 Stand-alone Memory
Blocks. For each and every Authorized Product where such Authorized Product consists primarily of Memory Blocks and is manufactured by an Authorized Manufacturer or is manufactured by an Integrated Device Manufacturer for Adesto, [*] of:
(a) all amounts owed or paid by Adesto directly or indirectly to such Authorized Manufacturer for the cost of Production Wafers containing such Authorized Products. and (b) [*] of all amounts paid by Adesto directly or
indirectly to such Integrated Device Manufacturer for production wafers containing such Authorized Products. 
 Notwithstanding the foregoing, however, if
Adesto elects to continue the Axon License Restrictions pursuant to the provisions of Section 3.3(C) (Extension of Exclusivity), then, during the period specified in those provisions, Adesto shall pay Fees required by Section 6.1 (Fees)
with respect to this Section 2.2 (Stand-alone Memory Blocks) of Exhibit A as if the two references herein to [*] were instead [*]. 

3. FURTHER LICENSE ROYALTIES. Adesto shall timely pay to Axon, on [*] in
arrears, the following Additional License Fees as a percentage of Net Sales:  
  

					
	AUTHORIZED PRODUCTS	  	PROJECT LICENSE	 	 BROAD LICENSE &

PMC MANUFACTURING

ONLY LICENSE

	 For Authorized Products manufactured in an Authorized Manufacturer by a Fabless Company
	  	[*]	 	[*]
	 For Authorized Products manufactured in an Authorized Manufacturer by an Integrated Device Manufacturer
	  	[*]	 	[*]
	 For Authorized Products manufactured by an Integrated Device Manufacturer in its own Fab
	  	[*]	 	[*]

  

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 Notwithstanding the foregoing, however, if Adesto elects to continue the Axon License Restrictions pursuant to
the provisions of Section 3.3(C) (Extension of Exclusivity), then, during the period specified in those provisions, Adesto shall pay Fees required by Section 6.1 (Fees) with respect to this Section 3 (FURTHER LICENSE ROYALTIES) as if
the three references herein to [*] were instead [*]. 
 4. RESEARCH FEES. Adesto shall timely pay to Axon, [*] in
advance, for the first [*] of the Term commencing with the Investment Date and thereafter on the anniversary of the Investment Date and within [*] of such a date, the following Research Fees: 

 

			
	YEAR	  	RESEARCH FEE
	 Upon Investment Date
	  	[*]
	 Second Year after Investment Date
	  	[*]
	 Third Year after Investment Date
	  	[*]
	 Fourth Year after Investment Date
	  	[*]
	 Fifth Year after Investment Date
	  	[*]

 5. IP MAINTENANCE FEES. Adesto shall timely pay to Axon, [*] in advance, for the first
[*] of the Term commencing with the Investment Date and thereafter on the anniversary of the Investment Date and within [*] of such a date, the following IP Maintenance Fees: 
  


			
	YEAR	  	IP MAINTENANCE FEE
	 Upon Investment Date
	  	[*]
	 Second Year after Investment Date
	  	[*]
	 Third Year after Investment Date
	  	[*]
	 Fourth Year after Investment Date
	  	[*]
	 Fifth Year after Investment Date
	  	[*]

  

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 EXHIBIT B 

EXCLUDED COMPANIES 
  

	1.	[*] 

  

	2.	[*] 

  

	3.	[*] 

  

	4.	[*] 

  

	5.	Such other companies whose principal business is, and the majority of whose annual revenues are derived from, licensing of integrated circuit memory manufacturing processes and which Axon shall reasonably determine to
be competitors of Axon. Axon shall give Adesto written notice of any such determination promptly Axon makes such determination. 

  

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 EXHIBIT C 

PARTIAL LIST OF LICENSED PATENTS 

 

							
	 US Patent Number
	  	Filing Date	 	Issue Date	 	Title
	 [*]
	  	[*]	 	[*]	 	[*]
	 [*]
	  	[*]	 	[*]	 	[*]
	 [*]
	  	[*]	 	[*]	 	[*]
	 [*]
	  	[*]	 	[*]	 	[*]
	 [*]
	  	[*]	 	[*]	 	[*]
	 [*]
	  	[*]	 	[*]	 	[*]
	 [*]
	  	[*]	 	[*]	 	[*]
	 [*]
	  	[*]	 	[*]	 	[*]
	 [*]
	  	[*]	 	[*]	 	[*]
	 [*]
	  	[*]	 	[*]	 	[*]
	 [*]
	  	[*]	 	[*]	 	[*]
	 [*]
	  	[*]	 	[*]	 	[*]
	 [*]
	  	[*]	 	[*]	 	[*]
	 [*]
	  	[*]	 	[*]	 	[*]
	 [*]
	  	[*]	 	[*]	 	[*]
	 [*]
	  	[*]	 	[*]	 	[*]
	 [*]
	  	[*]	 	[*]	 	[*]
	 [*]
	  	[*]	 	[*]	 	[*]
	 [*]
	  	[*]	 	[*]	 	[*]
	 [*]
	  	[*]	 	[*]	 	[*]
				
	[*]	  		 		 	

  

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 EXHIBIT D 

LICENSED TRADE SECRETS 

NONE 

  
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 EXHIBIT E 

NON-EXCLUSIVE COMPANIES 

 

	1.	[*] 

  

	2.	[*] 

  

	3.	Any other company or entity to which [*] or [*]. are explicitly entitled to provide a license pursuant to the terms of the contracts, in effect on the Effective Date, to which they are a party set forth in
Section 12.1 E of the Agreement. 

  

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 EXHIBIT F 

STOCK PURCHASE AGREEMENT 

(to be amended based on term sheet agreement) 

  
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 AMENDMENT NO. 1 

TO 
 TECHNOLOGY LICENSE
AGREEMENT 
 This Amendment No. 1 to Technology License Agreement (this “Amendment No. 1”), entered into this 1st day of December 2010, by and between Axon Technologies Corporation (“Axon”), a Delaware corporation having its principal place of business at 7702 E. Doubletree Ranch Road, Suite
300, Scottsdale, AZ 85258 and Adesto Technologies Corporation Inc. (“Adesto”) a California corporation having its principal place of business at 1225 Innsbruck Drive, Sunnyvale, CA 94089. 

RECITALS: 
 WHEREAS, Axon and
Adesto entered into a Technology License Agreement (the “Agreement”), dated January 15, 2007 (the “Effective Date”); and 

WHEREAS, Axon and Adesto desire to clarify portions of the original Agreement. 

NOW, THEREFORE, in consideration of the premises and the mutual covenants and other good and valuable consideration hereinafter
contained, the parties agree as follows: 
  

	1.	The first paragraph of Section 4 is hereby superseded and replaced in its entirety with the following: 


1.1 

Subject to all provisions of this Agreement, including without limitation the timely payment of Fees, Adesto shall have the right to grant
further licenses of no greater scope than the licenses granted to Adesto hereunder with respect to the Licensed Technology (and in no event to include any right to grant further licenses or sublicenses), but strictly subject to the terms of this
SECTION 4 (“FURTHER LICENSES”). All such licenses shall be in a commercially reasonable, written format, shall be no less protective of Axon than of Adesto, and in any event shall be no less protective of Axon than this Agreement, and
shall include an immunity for the benefit of Axon and its direct and indirect customers and remarketers against all damages and losses arising from Adesto’s licensee’s use of all intellectual property (including without limitation all
patents, including any and all divisionals, continuations, re-examinations, renewals, provisionals, continuations-in-part, or re-issues) directly or indirectly owned or licensable by Adesto (but excluding damages and losses arising from Axon’s
breach of the representations and warranties in Section 12 of this Agreement). 
 Adesto may fulfill its obligations to Axon under the
preceding paragraph by inserting the following provision (or a provision that is at least equally protective of Axon) in the agreement between Adesto and Adesto’s licensee (referred to as “XXX” below): 

“Immunity for Adesto Licensor. XXX hereby grants an immunity to Axon against all damages and losses arising from XXX’s use of all
intellectual property (including without limitation all patents, including any and all divisionals, continuations, re-examinations, renewals, 








 
provisionals, continuations-in-part, or re-issues) that is directly or indirectly owned or licensable by Adesto, but excluding damages and losses arising from: (a) Axon’s breach of the
representations and warranties in Section 12 of the Adesto-Axon Technology License Agreement; and (b) any dispute between Adesto and Axon. XXX’s obligations under this Section will terminate upon any termination or expiration of the
Adesto-Axon Technology License Agreement.” 
  

	2.	Section 7.2 is hereby superseded and replaced in its entirety with the following: 


7.2 License. Adesto hereby agrees to negotiate in good faith the grant to Axon of a worldwide, non-exclusive, non-transferable (other
than as pursuant to Subsection 18.9 (“Assignment”)), royalty-bearing license, without the right to grant sublicenses, to make, have made, use, lease, sell, offer for sale, and import Permitted Products (defined herein) under the
Adesto Improvements (but only to the extent that the Adesto Improvements are solely owned by Adesto and freely licensable to Axon without obligations to a third party). For purposes hereof, “Permitted Products” mean all integrated circuit
products which are not being designed or are not manufactured by (or on behalf of), or are not under- development by, or are not part of future product roadmap of, Adesto that use PMC Technology. The terms and royalties under such license shall be
negotiated between the parties, but such prices and terms shall in all cases be commercially reasonable and all royalties thereunder shall be no less favorable to Axon than Adesto may offer to its typical customers. 

 

	3.	Section 8.1 is hereby superseded and replaced in its entirety with the following: 


8.1 Access. Adesto shall provide to Axon, upon request from time to time, such data and other statistically significant information
including distribution data regarding certain PMC Technology parameters collected over appropriate operating temperature ranges, including: [*] (collectively, “Silicon Data”). Such Silicon Data shall be subject to the provisions of SECTION
10 (“CONFIDENTIAL INFORMATION”). Notwithstanding the foregoing, Silicon Data does not include, and Adesto is not required to provide to Axon, any data or information that is developed under a Joint Development Agreement between Adesto and
a third party, which is subject to third party confidentiality restrictions. 
  

	4.	In Section 1, the definition of “Axon Improvements” is hereby superseded and replaced in its entirety with the following: 


“Axon Improvements” shall mean any updates, corrections, improvements or enhancements of or to the Licensed Technology
made by or on behalf of Axon which are owned by Axon or licensable by Axon without charge. Notwithstanding the foregoing, Axon Improvements do not include such updates, corrections, improvements or enhancements to the extent that they are not solely
owned by Axon and freely licensable to Adesto without obligations to a third party, unless they would fall within Adesto’s area of exclusivity described in Section 3.2. For example, any such updates, corrections, 

 

	*	Confidential Treatment Requested 









 
improvements or enhancements that could be used in serial non-volatile memory integrated circuit devices manufactured in a Foundry or in an Integrated Device Manufacturer (see
Section 3.2(a)) would qualify as Axon Improvements. 
  

	5.	Except as amended by this Amendment No. 1, the terms and conditions of the Agreement shall remain in full force and effect. 


IN WITNESS WHEREOF, the Parties have executed this Amendment No. 1 on the date first set forth above. 

 

			
	Axon Technologies Corporation
		
	 By:
		   /s/ Victor Lyn





			
	 Name:
		Victor Lyn
	 Title:
		Executive Vice President
	
	Adesto Technologies Corporation Inc.


 
			
		
	 By:
		   /s/Narbeh Derhacobian





			
	 Name:
		 Narbeh Derhacobian

	 Title:
		 President & CEO











 AMENDMENT No. 2 TO AXON-ADESTO TECHNOLOGY 

LICENSE AGREEMENT 
 Axon
Technologies Corporation (“Axon”) and Adesto Technologies Corporation (“Adesto”) hereby amend (“Amendment No. 2”) the Technology License Agreement, dated January 15, 2007, between Axon and Adesto, as amended
(“Axon Agreement”). Any capitalized terms not otherwise defined in the Axon Agreement or this Amendment No. 2 shall have the meanings ascribed to such terms in the Technology and Intellectual Property License and Joint Development
Agreement, dated as of August 6, 2012 (“Altera Agreement”) by and between Adesto and Altera Corporation (“Altera”). 

Axon hereby represents and warrants that it has reviewed the Altera Agreement and hereby acknowledges, accepts, and confirms that, subject to
the conditions set forth in the Axon Agreement, which is hereby amended as expressly set forth herein and solely for the purpose of the Altera Agreement, Adesto is authorized to grant all of the rights, and delegate all of the obligations, to Altera
and its Subsidiaries as set forth in the Altera Agreement, including without limitation the following: 
 1. Non-Exclusive Rights.
Axon hereby acknowledges, accepts, and confirms that Adesto is authorized to grant to Altera and its Subsidiaries the non-exclusive licenses to the Licensed Technology (as defined in the Axon Agreement) set forth in Sections 2.2, 2.3, 2.4 and 2.5 of
the Altera Agreement. 
 2. Switch Definition. Axon hereby acknowledges, accepts, and confirms that the definition of
“Switch” in the Altera Agreement is included within the definition of “Embedded Memory Blocks” in the Axon Agreement. 

3. Licensed Products. For the purpose of granting a Further License under Section 4.2 of the Axon Agreement, Axon hereby
acknowledges and agrees that the requirement “to include identifiable and substantially valuable Adesto IP related to PMC Technology in and with all such Authorized Product” has been met for Licensed Products as defined in the Altera
Agreement. 
 4. Immunity. Axon hereby acknowledges, accepts, and confirms that the following provision in the Altera Agreement
fulfills Adesto’s obligations to Axon under Section 4 of the Axon Agreement (as amended by Section 1 of Amendment No. 1 to the Axon Agreement): 

“Immunity for Adesto Licensor. Altera agrees to defend Axon, and pay damages and losses finally awarded by a court of competent
jurisdiction against Axon, in a claim, action, or proceeding (“Proceeding”) alleging that Altera’s use of any Licensed Technology (as defined in the Altera Agreement) relating to Altera and Joint Foreground IP (as defined in the
Altera Agreement) infringes a third party’s intellectual property rights. Altera’s obligations under this Section are conditioned on (a) Axon notifying Altera promptly of any such Proceeding; (b) Axon giving Altera total and sole
control over the defense, negotiations, and/or settlement of such Proceeding: and (c) Axon reasonably cooperating at Altera’s 








 expense in the defense or settlement of such Proceeding. Altera shall have no obligations under
this Section with respect to damages and losses arising from: (i) Axon’s breach of the representations and warranties in Section 12 of the Axon Technology Agreement; and (ii) any disputes between Adesto and Axon. 

5. Continuing Rights. Axon hereby acknowledges, accepts and confirms that Altera’s rights as set forth in the Altera Agreement
with respect to the Licensed Technology (as defined in the Axon Agreement) shall survive any termination of Adesto’s license under the Axon Agreement, provided that Altera pays the applicable License Fees (as defined in the Altera Agreement)
and Royalties (as defined in the Altera Agreement) as per the terms of the Altera Agreement and provided that Adesto remits all payments due for Altera’s continuing rights to Axon as per the Axon Agreement. In the event that Adesto fails to
make such payments to Axon for Altera’s continuing rights and upon [*] written notice by Axon to Altera with a copy to Adesto, Altera shall make payment of Further License Royalties (as defined in the Axon Agreement) that become due after such
notification date directly to Axon by treating License Fees (as defined in the Altera Agreement) and Royalties (as defined in the Altera Agreement) as Net Sales (as defined in the Axon Agreement) and calculating Further License Royalties in
accordance with Exhibit A Section 3 of the Axon Agreement. Altera shall deduct such Further License Royalties from any payment obligations to Adesto under the Altera Agreement. 

6. Marking Requirement. Axon hereby acknowledges, accepts, and confirms that the following provision in the Altera Agreement fulfills
Adesto’s obligations under Section 2.4 of the Axon Agreement: 
 Altera agrees that it shall include the following statement in its
datasheets for any Licensed Products: “Portions of this product are provided under a patent license from Axon Technologies, Corporation. See www.axontc.com. 

Nothing in this Amendment alters or amends any Adesto obligation or any condition, except as expressly amended herein. Axon shall not be bound
by any amendments to the Altera Agreement that Adesto and Altera agree to subsequent to the execution of this Amendment. Axon’s representations, warranties, acceptances, confirmations, agreements, and acknowledgements set forth in this
Amendment do not apply to any modifications to or changes in scope of the Altera Agreement that arise under Section 3.2 of the Altera Agreement. 
  

	*	Confidential Treatment Requested 









 IN WITNESS WHEREOF, Axon and Adesto have executed this Amendment on the date first set
forth above. 
  

			
	Axon Technologies Corporation
		
	By:	 	 /s/ Victor Lyn



 
			
		
	Name:	 	Victor Lyn
		
	Title:	 	Executive Vice President
		
	Date:	 	8/6/2012
	
	Adesto Technologies Corporation


 
			
		
	By:	 	 /s/ Narbeh Derhacobian





			
		
	Name:	 	Narbeh Derhacobian
		
	Title:	 	CEO
		
	Date:	 	8/6/2012










 AMENDMENT NO. 2 

TO 
 TECHNOLOGY LICENSE
AGREEMENT 
 This Amendment No. 2 to Technology License Agreement (this “Amendment No. 2”), entered into this 18th day of April 2013, by and between Axon Technologies Corporation (“Axon”), a Delaware corporation having its principal place of business at 7702 E. Doubletree Ranch Road, Suite 300,
Scottsdale, AZ 85258 and Adesto Technologies Corporation (“Adesto”), a California corporation having its principal place of business at 1250 Borregas Avenue, Sunnyvale, CA 94089. Capitalized terms not otherwise defined herein shall
have the meanings ascribed to such terms in the Agreement (as defined below). 
 RECITALS: 

WHEREAS, Axon and Adesto entered into a Technology License Agreement, dated January 15, 2007, as amended on December 1, 2012
(the “Agreement”); and 
 WHEREAS, Axon and Adesto desire to clarify portions of the Agreement and enter into additional
agreements. 
 NOW, THEREFORE, in consideration of the premises and the mutual covenants and other good and valuable consideration
hereinafter contained, the parties agree as follows: 
  

	1.	Extension of Exclusivity. Axon agrees that, notwithstanding Section 3.3C (Extension and Exclusivity) of the Agreement, the Axon License Restrictions shall be continued for a five (5) year period
commencing on [the date of this Amendment No. 2] (the “Exclusivity Extension Period”), in exchange for a [*] royalty payment of [*] made by Adesto to Axon in [*] following the date of this Amendment No. 2. Such one-time royalty
payment is based on a yearly minimum of [*] inch diameter equivalent Production Wafers containing Authorized Products consisting primarily of Memory Blocks manufactured by an Authorized Manufacturer (the “Minimum Wafer Requirement”) and
calculated pursuant to Section 2.2 (Stand-alone Memory Blocks) of Exhibit A to the Agreement. Adesto agrees that it shall pay Fees to Axon as required by Section 6.1 (Fees) of the Agreement and pursuant to Section 2.2 (Stand-alone
Memory Blocks) of Exhibit A to the Agreement for any number of additional [*] inch diameter equivalent Production Wafers containing Authorized Products consisting primarily of Memory Blocks manufactured by an Authorized Manufacturer that exceeds the
Minimum Wafer Requirement in any year during the Exclusivity Extension Period. 

  

	2.	Advancement of Fees. Notwithstanding the calculation of Fees set forth in Exhibit A to the Agreement, Axon agrees that Adesto shall pay to Axon [*]. 


 

	3.	Right of First Refusal. 

 (a) Third-Party License. In the event that Axon
receives a bona fide offer (a “License Offer”) from a third-party to license the Licensed Technology for use in a manner that does not violate the Axon License Restrictions as set forth in Section 3.2 (Exclusivity) of the Agreement,
then Axon shall, prior to accepting such offer, [*]. 
  

	*	Confidential Treatment Requested 









 (b) Asset Purchase. In the event that Axon receives a bona fide offer (an “Asset
Purchase Offer”) from a third-party to acquire any or all of Axon’s assets, then Axon shall, prior to accepting such offer, [*]. 
  

	4.	Except as amended by this Amendment No. 2, the terms and conditions of the Agreement shall remain in full force and effect. 


[Signature page follows] 
  

	*	Confidential Treatment Requested 


  
 2 









 IN WITNESS WHEREOF, the Parties have executed this Amendment No. 2 on the date first
set forth above. 
  

			
	Axon Technologies Corporation
		
	By:		   /s/ Victor Lyn





			
	Name:		Victor Lyn
	Title:		Executive Vice President
	
	Adesto Technologies Corporation


 
			
		
	By:		   /s/ Narbeh Derhacobian





			
	Name:		Narbeh Derhacobian
	Title:		President and Chief Executive Officer