Exhibit



Exhibit 10.24.2



[***] Certain information in this document has been excluded because it both (i) is not material and (ii) would likely cause competitive harm to the registrant if publicly disclosed.
ELEVENTH AMENDMENT TO LICENSE AGREEMENT
This eleventh amendment (“Eleventh Amendment”) to that certain license Agreement dated September 1, 2007 and bearing UC Agreement No. 2008-03-0189 (the “Agreement”) by and between The Regents of the University of California (“The Regents”) and Transphorm, Inc. (“Licensee”) is made effective this 29th day of October, 2019.
WHEREAS, the parties desire to amend the Agreement to include UC Case No. 2017-462, entitled “A Structure for Increasing Mobility in a High-Electron-Mobility Transistor,” and UC Case No. 2019-418, entitled “III-N Transistor with Stepped Cap Layers”; and
WHEREAS, for mutual consideration, the receipt and sufficiency of which is hereby acknowledged, the parties desire to modify the terms of the Agreement.
- - oo 0 oo - -
NOW THEREFORE, the Agreement is hereby amended as follows:
1.    Capitalized terms not defined herein shall have the same meaning set forth in the Agreement.
2.    The following sections are hereby added to Article A of Background:
n)    “A Structure for Increasing Mobility in a High-Electron-Mobility Transistor” disclosed in UC Case 2017-462 by Dr. Umesh Mishra, et al.; and
o)    “III-N Transistor with Stepped Cap Layers” disclosed in UC Case 2019-418 by Dr. Umesh Mishra, et al.
3.    Paragraph 1.8 (Licensed Patent Rights) of Article 1 (Definitions) is deleted in its entirety and replaced with the following:


Page 1 of 11







1.8    “Licensed Patent Rights” means The Regents’ and ASU’s (where applicable) rights and interest in the claims of the following subject matter:
	
			
	UC Case Number
	Application Number or
Patent Number
	Filing or Issue Date

	2000-452-1
	60/222,837
	August 4, 2000

	2000-452-2
	7,678,888
	March 30, 2010

	2000-452-3
	7,655,090
	February 2, 2010

	2000-452-4
	7,816,764
	October 19, 2010

	2000-452-5
	12/901,988
	October 11, 2010

	2000-452-6
	13/306,763
	November 29, 2011

	2006-107-1
	60/717,996
	September 16, 2005

	2006-107-2
	7,948,011
	May 24, 2011

	2006-575-1
	60/941,580
	June 1, 2007

	2006-575-2
	7,728,356
	June 1, 2010

	2007-121-1
	60/866,035
	November 15, 2006

	2007-121-2
	7,566,580
	July 28, 2009

	2007-121-3
	8,193,020
	May 5, 2012

	2007-121-4
	13/444,011
	April 11, 2012

	2012-595-1
	61/623,182
	April 12, 2012

	2012-595-2
	8,878,249
	November 4, 2014

	2014-449-1
	61/927,807
	January 15, 2014

	2014-449-2
	9,281,183
	March 8, 2016

	2014-718
	61/993,759
	May 15, 2014

	2014-718
	15/344,377
	November 4, 2016

	2017-462
	16/461,505
	May 16, 2019

	2019-418
	62/810,807
	February 26, 2019




and continuing applications thereof including divisions and substitutions (but excluding continuation-in-part applications to the extent that claims are not adequately supported in the parent); any patents on said applications including reissues, reexaminations and extensions; and any corresponding foreign applications or patents.”  
4.    As partial consideration for adding UC Case Nos. 2017-462 and 2019-418 to the Agreement, License shall pay to The Regents a supplemental execution fee [***], as follows:
	
		
	UC Case No.
	License Execution Fee

	2017-462
	[***]

	2019-418
	[***]

	Total Fee
	[***]






Page 2 of 11







This execution fee is due within thirty (30) days of the Effective Date of this Eleventh Amendment and is non-refundable, non-cancelable, and is not creditable against royalties or other payments due to The Regents.
5.    Exhibit A is deleted in its entirety and replaced with the Exhibit A attached hereto. 
6.    Exhibit B is deleted in its entirety and replaced with the Exhibit B attached hereto.
7.    Except as expressly modified herein, all other provisions of the Agreement remain in full force and effect and are hereby reaffirmed by the parties.


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	ACCEPTED AND AGREED:
	 
	 
	 

	 
	 
	 
	 
	 

	TRANSPHORM, INC.
	 
	THE REGENTS OF THEUNIVERSITY OF CALIFORNIA

	 
	 
	 
	 
	 

	By:
	/s/ Primit Parikh
	 
	By:
	/s/ Sherylle Mills Englander

	 
	 
	 
	 
	 

	Name:
	Primit Parikh
	 
	Name:
	Sherylle Mills Englander

	 
	 
	 
	 
	 

	Title:
	Co-founder & COO
	 
	Title:
	Director,
Technology & Industry Alliances

	 
	 
	 
	 

	 
	 
	 
	 
	 

	Date:
	October 29, 2019
	 
	Date:
	10/31/2019






Page 4 of 11








EXHIBIT A
The Inventions are hereby licensed as follows:
	
			
	UC Case Number
	Exclusive or Non-Exclusive
	Fields of Use

	2000-452
	Exclusive
	All fields except the following, which are expressly excluded: (1) optoelectronics, which includes, but is not limited to, lighting displays and solar cells.

	2006-107
	Exclusive
	All fields of use.

	2006-575
	Exclusive
	All fields of use.

	2007-121
	Exclusive
	All fields except the following, which are expressly excluded: optoelectronics, which includes but is not limited to lighting displays and solar cells.

	2012-595
	Exclusive
	All fields except the following, which is expressly excluded: optoelectronics, which includes but is not limited to lighting displays and solar cells.

	2014-449
	Exclusive
	All fields except the following, which are expressly excluded: optoelectronics, which includes but is not limited to lighting displays and solar cells.

	2014-718
	Exclusive
	All fields except the following, which are expressly excluded: optoelectronics, which includes but is not limited to lighting displays and solar cells.

	2017-462
	Exclusive
	All fields except the following, which are expressly excluded: optoelectronics, which includes but is not limited to lighting displays and solar cells.

	2019-418
	Exclusive
	All fields except the following, which are expressly excluded: optoelectronics, which includes but is not limited to lighting displays and solar cells.






Page 5 of 11








EXHIBIT B
A.    The license execution fee shall be apportioned among Inventions as follows: PAID
	
		
	UC Case No.
	License Execution Fee

	2000-452
	[***]

	2004-163
	[***]

	2006-107
	[***]

	2006-129
	[***]

	2006-518
	[***]

	2006-575
	[***]

	2006-637
	[***]

	2006-648
	[***]

	2006-730
	[***]

	2007-121
	[***]

	2007-269
	[***]

	2007-336
	[***]

	2007-501
	[***]

	Total Fee
	[***]




B.    The minimum annual royalty payments shall be apportioned among the Inventions as follows:
		
	1.
	For 2009: PAID


	
		
	UC Case No.
	Minimum Annual Royalty

	2004-163
	[***]

	2006-107
	[***]

	2006-129
	[***]

	2006-518
	[***]

	2006-575
	[***]

	2006-637
	[***]

	2006-648
	[***]

	2006-730
	[***]

	2007-121
	[***]

	2007-269
	[***]

	2007-336
	[***]

	2007-501 and 2009-013
	[***]

	TOTAL:
	[***]






Page 6 of 11







		
	2.
	For 2010: PAID


	
		
	UC Case No.
	Minimum Annual Royalty

	2003-177
	[***]

	2004-163
	[***]

	2006-107
	[***]

	2006-129
	[***]

	2006-518
	[***]

	2006-575
	[***]

	2006-637
	[***]

	2006-648
	[***]

	2006-730
	[***]

	2007-121
	[***]

	2007-269
	[***]

	2007-336
	[***]

	2007-501 and 2009-013
	[***]

	TOTAL:
	[***]




		
	3.
	For 2011: PAID


	
		
	UC Case No.
	Minimum Annual Royalty

	2000-452
	[***]

	2003-177
	[***]

	2004-163
	[***]

	2006-107
	[***]

	2006-129
	[***]

	2006-575
	[***]

	2006-637
	[***]

	2007-121
	[***]

	2007-269
	[***]

	2007-501 and 2009-013
	[***]

	TOTAL:
	[***]






Page 7 of 11







		
	4.
	For 2012: PAID


	
		
	UC Case No.
	Minimum Annual Royalty

	2000-452
	[***]

	2003-177
	[***]

	2004-163
	[***]

	2006-107
	[***]

	2006-129
	[***]

	2006-575
	[***]

	2006-637
	[***]

	2007-121
	[***]

	2007-269
	[***]

	2007-501 and 2009-013
	[***]

	TOTAL:
	[***]




		
	5.
	For 2013: PAID


	
		
	UC Case No.
	Minimum Annual Royalty

	2000-452
	[***]

	2003-177
	[***]

	2004-163
	[***]

	2006-107
	[***]

	2006-129
	[***]

	2006-575
	[***]

	2006-637
	[***]

	2007-121
	[***]

	2007-269
	[***]

	2007-501 and 2009-013
	[***]

	TOTAL:
	[***]






Page 8 of 11







		
	6.
	For 2014: PAID


	
		
	UC Case No.
	Minimum Annual Royalty

	2000-452
	[***]

	2003-177
	[***]

	2004-163
	[***]

	2006-107
	[***]

	2006-129
	[***]

	2006-575
	[***]

	2006-637
	[***]

	2007-121
	[***]

	2007-269
	[***]

	2012-595
	[***]

	TOTAL:
	[***]




		
	7.
	For 2015: PAID


	
		
	UC Case No.
	Minimum Annual Royalty

	2000-452
	[***]

	2003-177
	[***]

	2004-163
	[***]

	2006-107
	[***]

	2006-129
	[***]

	2006-575
	[***]

	2006-637
	[***]

	2007-121
	[***]

	2007-269
	[***]

	2012-595
	[***]

	2014-449
	[***]

	TOTAL:
	[***]






Page 9 of 11







		
	8.
	For 2016: PAID


	
		
	UC Case No.
	Minimum Annual Royalty

	2000-452
	[***]

	2003-177
	[***]

	2004-163
	[***]

	2006-107
	[***]

	2006-129
	[***]

	2006-575
	[***]

	2006-637
	[***]

	2007-121
	[***]

	2007-269
	[***]

	2012-595
	[***]

	2014-449
	[***]

	TOTAL:
	[***]




		
	9.
	For 2017: PAID


	
		
	UC Case No.
	Minimum Annual Royalty

	2000-452
	[***]

	2006-107
	[***]

	2006-575
	[***]

	2006-637
	[***]

	2007-121
	[***]

	2007-269
	[***]

	2012-595
	[***]

	2014-449
	[***]

	TOTAL:
	[***]




		
	10.
	For 2018: PAID


	
		
	UC Case No.
	Minimum Annual Royalty

	2000-452
	[***]

	2006-107
	[***]

	2006-575
	[***]

	2007-121
	[***]

	2012-595
	[***]

	2014-449
	[***]

	TOTAL:
	[***]






Page 10 of 11







		
	11.
	For 2019:


	
		
	UC Case No.
	Minimum Annual Royalty

	2000-452
	[***]

	2006-107
	[***]

	2006-575
	[***]

	2007-121
	[***]

	2012-595
	[***]

	2014-449
	[***]

	2014-718
	[***]

	TOTAL:
	[***]




		
	12.
	For 2020 and thereafter:


	
		
	UC Case No.
	Minimum Annual Royalty

	2000-452
	[***]

	2006-107
	[***]

	2006-575
	[***]

	2007-121
	[***]

	2012-595
	[***]

	2014-449
	[***]

	2014-718
	[***]

	2017-462
	[***]

	2019-418
	[***]

	TOTAL:
	[***]






Page 11 of 11