pi-ex104_142.htm



 

CERTAIN INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED. OMISSIONS ARE DESIGNATED AS [***].

Exhibit 10.4

AMENDMENT NO. 2 TO

PURCHASE AGREEMENT – SERVICES PHASE 2 # CW1882970

BETWEEN

INTEL CORPORATION AND IMPINJ, INC.

For valuable consideration, the receipt and sufficiency of which the parties hereby acknowledge Intel Corporation (“Intel”) and Impinj, Inc. (“Impinj”) hereby amend the above referenced Purchase Agreement – Services Phase 2 dated on or about December 23, 2009 # CW1882970 (the “Agreement”) as set forth hereafter.

 


		
	
1.
	
EFFECTIVE/EXPIRATION DATE




The Effective Date of this amendment (“Amendment”) shall be April 20, 2011.

The new Expiration Date of the Agreement shall be March 31, 2012.

 


		
	
2.
	
DEFINITIONS




Unless provided otherwise in this Amendment, each term appearing in this Amendment shall have the same meaning as given in the Agreement.

The term “Service(s)” shall be expanded to include the work to be performed as set forth in Addendum “C”, including any deliverables set forth in Addendum C resulting from such Services.

 


		
	
3.
	
AMENDMENTS




By executing this Amendment, Intel and Impinj are amending the Agreement to:

Include Addendum C (Hannegan1 [***] and Hannegan2 [***]) of the Agreement which is attached hereto and incorporated herein by this reference.

 


		
	
4.
	
LEGAL EFFECT ON AGREEMENT




As amended by this Amendment, all provisions of the Agreement shall remain in full force and effect. In the event of a conflict between this Amendment and the Agreement, this Amendment shall take precedence.

 


													
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
INTEL CORPORATION
	
 
	
 
	
 
	
IMPINJ, INC.

	
 
	
 
	
 
	
 
	
 

	
BY:
	
 
	
/s/ Shahrokh Shahidzadeh
	
 
	
 
	
 
	
BY:
	
 
	
/s/ Kerry Krause

	
NAME: Shahrokh Shahidzadeh 
	
 
	
 
	
 
	
NAME: Kerry Krause

	
TITLE: Sr. Principal Technologist
	
 
	
 
	
 
	
TITLE: VP Marketing

	
DATE: 4/20/11
	
 
	
 
	
 
	
DATE: 4/20/11




 

 



 

 

 

ADDENDUM C

Hannegan1 [***] and Hannegan2 [***] 

Statement of Work for Purchase Agreement – Services:

 


		
	
1.
	
Overview




This SoW describes work that Impinj will perform to [***] Hannegan1 and [***] for Hannegan2. This SoW:

 


				
	
 
	
•
	
 
	
States the project goal




 


				
	
 
	
•
	
 
	
Defines the roles and responsibilities for the project team members




 


				
	
 
	
•
	
 
	
Lists the deliverables and associated fees




 


		
	
2.
	
Project Goal




This project has two goals:

 


		
	
1.
	
[***] Hannegan1 according to the requirements in Appendix C-1 of this Addendum C, which replaces Appendix A of Addendum A of the Agreement in its entirety.




 


		
	
2.
	
Develop Hannegan2 [***], including use cases for [***] as well as [***].




 


		
	
3.
	
Roles and Responsibilities




The project team shall comprise personnel from Intel and Impinj.

Intel shall:

 


				
	
 
	
•
	
 
	
Assign a project lead to provide project guidance and responses to Impinj’s questions and who has the authority to accept Impinj deliverables




 


				
	
 
	
•
	
 
	
To the extent Intel deems necessary or desirable, assign engineering resources on a full or part-time basis and provide the name of Intel’s engineering lead at SOW signing




 


				
	
 
	
•
	
 
	
Travel to Impinj facilities as necessary or desirable for engineering meetings and reviewing contract deliverables




 


				
	
 
	
•
	
 
	
Be responsible for [***]




Impinj shall:

 


				
	
 
	
•
	
 
	
Assign a project lead acceptable to Intel who shall have the authority to execute all deliverable commitments




 


				
	
 
	
•
	
 
	
Assign engineering resources on a full or part-time basis and provide the name of Impinj’s engineering lead at SoW signing




 


				
	
 
	
•
	
 
	
Travel to Intel facilities as necessary for engineering meetings and review of deliverables




 


				
	
 
	
•
	
 
	
Use commercially reasonable efforts to demonstrate performance of the Hannegan [***] that meets or exceeds the specifications in Appendix C-1 of this Addendum C




 

 



 

 

 

 


		
	
4.
	
Definitions:




Acceptance Criteria: Objective acceptance criteria, agreed to in writing by both Intel and Impinj, for deliverables under this SOW.

 


		
	
5.
	
Project Scope, Fees, and Acceptance Criteria




The project scope shall be for Impinj to [***] Hannegan1 and develop [***] for Hannegan2.

The project fee shall be $[***], payable as set forth in the Project Milestones and Deliverables table below. Intel will also reimburse Impinj for additional project-related costs actually incurred by Impinj and approved in advance by Intel, such as travel expenses.

The “Acceptance Criteria” for each milestone are defined in the Project Milestones and Deliverables table below. A deliverable will be accepted if it substantially conforms to each of the Acceptance Criteria for that deliverable. Intel will provide notice of acceptance or rejection of each deliverable within 15 days following Intel’s receipt of the deliverable, and if such notice is not provided within 15 days following receipt the deliverable will be deemed accepted.

Impinj will provide the deliverables under this SoW “as is” and without warranty of any kind, and Impinj disclaims any implied warranties. Each party’s liability under this SoW will be limited to the total amount of fees paid or payable by Intel as set forth above, and neither party will have any liability for incidental or consequential damages under this SoW. Notwithstanding the foregoing, this Section regarding limitation of liability shall not apply to claims or damages arising from death or personal injury or tangible property damage, from any breaches of obligations of confidentiality, or payments to third parties under the indemnity with respect to hazardous materials.

 


		
	
6.
	
Project Management




The project managers are:

 


			
	
 
	
 
	
 

	
For Intel:
	
  
	
For Impinj:

	
Shahrokh Shahidzadeh
	
  
	
Ron Paulsen

	
Intel Corporation
	
  
	
Impinj, Inc.

	
MS RA1 - 331
	
  
	
701 North 34th Street

	
2111 NE 25 Avenue
	
  
	
Suite 300

	
Hillsboro, OR 97124
	
  
	
Seattle, WA 98103




 

 



 

 

 

 


		
	
7.
	
Project Milestones and Deliverables




The project milestones shall be as defined below. Prior to Impinj’s completion of work, Intel shall review and either accept or request reasonable changes to the deliverables. Impinj shall make reasonable efforts to accommodate Intel’s requested changes.

 


											
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
Hannegan 1 [***]

	
   
	
  
	
Milestone
	
  
	
Date
	
  
	
Deliverables
	
  
	
Acceptance Criteria
	
  
	
Payment
Upon
Milestone
Completion

	
1
	
  
	
PO from Intel
	
  
	
[***]
	
  
	
 
	
  
	
 
	
  
	
$[***]

	
 
	
 
	
 
	
 
	
 
	
 

	
2
	
  
	
[***] tapeout of Hannegan1
	
  
	
[***]
	
  
	
Tapeout to TSMC
	
  
	
TSMC notification of receipt of GDSII tapeout data
	
  
	
$[***]

	
 
	
 
	
 
	
 
	
 
	
 

	
3
	
  
	
[***] Hannegan1
	
  
	
[***]
	
  
	
[***] including performance and environmental characterization over process corners
	
  
	
[***] showing that samples from process corners meet the requirements in Appendix C-1 of this Addendum C
	
  
	
 

	
 
	
 
	
 
	
 
	
 
	
 

	
4
	
  
	
[***] Hannegan 1
	
  
	
[***]
	
  
	
[***]

Hannegan1 [***]
	
  
	
[***]

[***] sample [***]
	
  
	
$[***]

	
 

	
Hannegan2 Requirements

	
   
	
  
	
Milestone
	
  
	
Date
	
  
	
Deliverables
	
  
	
Acceptance Criteria
	
  
	
Payment
Upon
Completion of
Milestone

	
1
	
  
	
PO from Intel
	
  
	
[***]
	
  
	
 
	
  
	
 
	
  
	
[***]

	
 
	
 
	
 
	
 
	
 
	
 

	
2
	
  
	
Hannegan2 [***]
	
  
	
[***]
	
  
	
Intel define the Hannegan2 [***]
	
  
	
None – Intel-provided document
	
  
	
 

	
 
	
 
	
 
	
 
	
 
	
 

	
3
	
  
	
Hannegan2 [***]
	
  
	
[***]
	
  
	
Impinj define the Hannegan2 [***]
	
  
	
Hannegan2 [***]
	
  
	
$[***]




 


	
	
 




 

 

Appendix C-1 – Hannegan1 Requirements

 


									
	
Parameter
	
 
	
Description
	
Condition
	
Min
	
Nom
	
Max
	
Units
	
Comments

	
RF Functionality

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

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

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

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

	
RF Performance

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

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

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

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

	
[***]
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

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




 



 


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

	
[***]
	
 
	
 
	
 
	
[***]
	
 
	
 
	
 
	
 

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

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

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

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

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

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

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

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

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

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

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

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 




 

 



 

 

 

 


																			
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 




 


									
	
Parameter
	
 
	
Description
	
Condition
	
Min
	
Nom
	
Max
	
Units
	
Comments

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

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

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

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

	
[***] to comply with the Intel Specific Field of Use

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

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

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

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

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

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

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

	
DCI

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

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

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

	
Physical

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

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

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

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

	
Environmental 

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

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

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

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

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

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

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




 




 



 

 

 

Hannegan1 [***]

[***]