Exhibit 10.23



 Exhibit 10.23 
 “CONFIDENTIAL TREATMENT REQUESTED: Certain portions of this document have been omitted pursuant to a request for confidential treatment and, where applicable, have been marked with an asterisk (“[*****]”) to denote
where omissions have been made. The confidential material has been filed separately with the Securities and Exchange Commission.” 
 Intel/Intellon
Confidential 
 TECHNOLOGY COLLABORATION AND LICENSE AGREEMENT 
 This Technology Collaboration and License Agreement (“Agreement”) is entered into on June 10, 2005 (the “Effective Date”) by and between Intel Corporation, a Delaware corporation, with a place
of business at 2200 Mission College Boulevard, Santa Clara, California 95052, USA (along with its majority owned global subsidiaries, hereinafter “Intel”); and Intellon Corporation, a Delaware corporation, with a place of business at 5100
West Silver Springs Boulevard, Ocala, Florida 34482 (along with its majority owned global subsidiaries, hereinafter “Intellon”). Intel and Intellon may be referred to herein in the singular or plural as a “Party” or the
“Parties”. 
 BACKGROUND 
 WHEREAS, Intel designs, develops, manufactures and sells certain semiconductor components, computer system hardware, software and communications products. 
 WHEREAS, Intellon designs, develops and sells certain semiconductor products and related software, services and designs used for communications over power lines (“PLC”) and other wired media. 
 WHEREAS, pursuant to the terms and conditions of this Agreement, the Parties desire to collaborate on certain commercial activities and enter into certain technology
licensing arrangements as set forth herein. 
 NOW THEREFORE, for good and valuable consideration, the sufficiency of which is hereby acknowledged, and
intending to be legally bound, the Parties hereby agree as follows: 
 TERMS AND CONDITIONS 
  

	1.	DEFINITIONS 

  

	    	In addition to terms defined elsewhere in this Agreement (including Agreement Exhibits), the following capitalized terms shall have the following meanings: 


 

	1.1	“Chipset” means any single product consisting of integrated circuit(s) one or more of which is designed to be connected directly to an Intel microprocessor; provided that
the “Chipset” does not have (1) communications over power lines and/or coaxial cable as its primary purpose, or (2) communications over wireless and over power lines and/or coaxial cable as its primary purpose. For avoidance of
doubt, however, the Parties agree that, while the primary purpose of a member of the Intel® PRO/Wireless Network Connection Family (or its successor, if any) is wireless communications, when a member of the Intel® PRO/Wireless Network
Connection Family (or its successor, if any) is combined with a member of the Intel Mobile Express chipset family (or its successor, if any) to form a Chipset, the primary purpose of that resultant Chipset is not wireless communications.


  

	1.2	“HomePlug AV” means the high-bitrate PLC audio-visual specification as developed by the HomePlug IA with the current designation of HomePlug AV.


  

	1.3	“HomePlug AV Protocol Adaption Layer” means the portion of the HomePlug AV convergence layer that provides services (including reformatting messages, providing
connection and address management, and control functions) to the application layers. 










			
	Intel/Intellon Confidential	 	

  


	1.4	“HomePlug IA” means the HomePlug Powerline Alliance, Inc., an industry alliance that develops specifications for PLC. 

  

	1.5	“HomePlug IA Agreement” means that certain agreement between the Parties pertinent to the HomePlug IA, attached as Exhibit C to this Agreement.


  

	1.6	“HomePlug 1.0” means the PLC specification as developed by the HomePlug IA. 

  

	1.7	“Intel Concept Platform” means an Intel developed Intel Architecture-based demonstration platform used to showcase emerging technologies at forums such as Intel Developer
Forum conferences, and on Intel’s Developer Forum website (http://developer.intel.com), or a successor or similar site,
for the purpose of demonstrating future personal computer (“PC”) usage models. 

  

	1.8	“Intel Architecture Platform” means any Intel platform containing an Intel microprocessor and Chipset. 

  

	1.9	“Intel HomePlug AV Concept Platform” means an Intel Concept Platform containing either: (i) [*****]; or (ii) [*****] that could be substituted for [*****]
without loss of material functionality. 

  

	1.10	“Intellectual Property” means all of the following that are owned or controlled by a Party during the term of this Agreement: Patents Rights, trade secrets, copyrights
(including but not limited to mask work rights) and applications for any of the foregoing and any equivalent rights in all countries of the world that are owned or controlled by such Party. 

  

	1.11	“Intel Licensed Products” means all of the following Intel products (products that are manufactured by or for Intel and branded as an Intel product): (i) Intel
microprocessors; (ii) Chipsets; and (iii) platforms that contain an Intel microprocessor and that also include, connect to or interface with the Intellon HomePlug AV Design. “Intel Licensed Products” do not include
(x) a product consisting of integrated circuit(s) having (1) communications over power lines and/or coaxial cable as its primary purpose, or (2) communications over wireless and over power lines and/or coaxial cable as its primary
purpose; or (y) a product that (1) enables communications over power lines using PHY signaling rates greater than the physical layer speed provided by the applicable specification of the HomePlug IA or a Consensus Alternative IA
(as defined below), or (2) enables communications over coaxial cable using PHY signaling rates greater than the physical layer speed of the applicable specification of the HomePlug IA or a Consensus Alternative IA, unless in the case
of clauses (1) and (2) such higher speed implementation offered by Intel interoperates at such higher speeds with a higher speed implementation of such specification sold by Intellon or that Intellon represents in writing to Intel, within
ten (10) days of Intel’s request for Intellon to do so, that it intends to sell in a comparable timeframe (an “Intellon Higher Speed Implementation”). 

  

	1.12	“Intellon HomePlug AV Design” means Intellon’s design for a HomePlug AV-compliant implementation, as described in Exhibit A to this Agreement.


  

	1.13	“Intellon HomePlug 1.0 Products” means any PLC product implementation developed by Intellon that is compliant with HomePlug 1.0. 

  

	1.14	“Intellon HomePlug AV Products” means any PLC product implementation developed by Intellon that is compliant with HomePlug AV. 

  

	1.15	“Intellon Licensed Products” means all products manufactured by or for Intellon other than (i) Chipsets; and (ii) microprocessors that are hardware or software
compatible with one or more Intel microprocessors. 

  

 -2- 










			
	Intel/Intellon Confidential	 	

  


	1.16	“Intel HomePlug PC Motherboard Reference Design” means an Intel Architecture-based PC Platform reference design that contains an Intellon HomePlug AV Product.


  

	1.17	“Intel Necessary Claims” means Necessary Claims of Intel. 

  

	1.18	“Intel PC Motherboard Reference Design” means an Intel Architecture-based PC Platform reference design, excluding Intel HomePlug PC Motherboard Reference Designs.


  

	1.19	“MFC” or “Most Favored Customer” means, subject to applicable laws, that the prices (and/or license fees or royalties) charged, and terms provided, to Intel for
a subject Intellon product shall always be [*****] provided, during [*****] to any customer for [*****], regardless of any special terms, conditions, rebates, or allowances of any nature. Any [*****] resulting from the application of the foregoing
shall apply to Intel’s purchases [*****] in such other third party customer agreement. For purposes of determining compliance with any MFC requirements, samples and products supplied for testing, reference design or demonstration purposes shall
be excluded. The purchase date is defined as the date that Intel issues a purchase order. Intel is eligible to receive MFC pricing and terms for purchases made for delivery within [*****] even if delivery occurs in [*****]. For the purposes of this
definition, [*****]. 

  

	1.20	“Necessary Claims” means, solely with respect to the HomePlug IA, claims of a patent or patent application that now or at any future time during the term of this
Agreement, are owned, controlled or licensable by a member of the HomePlug IA or any of its affiliates (as defined in the applicable HomePlug IA membership agreement) and are necessarily infringed by implementing those portions of
HomePlug AV that are within the bounds of the Scope, provided that a claim is necessarily infringed only when it is not possible to avoid infringing it because there is no commercially reasonable non-infringing alternative for implementing such
portions of HomePlug AV within the bounds of the Scope. Notwithstanding the foregoing sentence, Necessary Claims do not include (i) any claims other than those set forth above even if contained in the same patent or patent application as
Necessary Claims; (ii) or that read solely on any implementations of any portion of HomePlug AV that are not within the bounds of the Scope; or (iii) that, if licensed, would require a payment of royalties by the licensor to
unaffiliated third parties unless the licensee agrees in writing to indemnify the licensor against all royalty costs and expenses arising from such license. 

  

	1.21	“Object Code” means computer programming code in machine-readable and machine-executable form. 

  

	1.22	“Patent Rights” means with respect to a Party all of such Party’s rights arising from or related to all classes or types of patents, utility models and design patents
and applications for these classes or types of patent rights and any equivalent rights in all countries of the world that are owned or controlled by such Party. 

  

	1.23	“PC Platform” means an integration of two or more products together to form the basis for a personal computer, including in all instances at least a microprocessor and
Chipset. 

  

	1.24	 “Scope” means those protocols, electrical signaling characteristics, register models, application program interfaces, service provider interfaces,
physical dimensions and characteristics, and/or data structures disclosed with particularity in HomePlug AV where the primary purpose of such disclosure is to enable products to interoperate, interconnect or communicate as defined within
HomePlug AV. Notwithstanding the foregoing, the Scope shall not include any technology that is (x) both (i) not actually contained within a product or portion thereof that complies with HomePlug AV even if such technology is
useful or necessary to develop, design, debug, manufacture, sell or use such product or 



  

 -3- 










			
	Intel/Intellon Confidential	 	

  


	 	 
portion thereof; and (ii) not expressly identified and set forth as “licensed” in HomePlug AV (examples of such technologies include
without limitation semiconductor manufacturing technology, compiler technology, object oriented technology, basic operating system technology); or (y) the implementation or use of other published specifications developed by a Party or a third
party but referred to in the body of HomePlug AV even if required for compliance with HomePlug; or (z) any portion of any product or any combination of products (or portions of products) that are not required for compliance with
HomePlug AV. 


  

	1.25	“Software” means computer programming code in Object Code form and/or Source Code form. 

  

	1.26	“Source Code” means computer programming code in human-readable form and related design documentation, including all comments, build tools, libraries, and any procedural
code. 

  

	1.27	“Trademark Agreement” means that certain Agreement between the Parties of even date herewith, the form of which is attached as Exhibit B to this Agreement.


  

	2.	INTEL RESPONSIBILITIES 

  

	2.1	Intel will provide reasonable assistance to Intellon in the marketing and sale of Intellon HomePlug 1.0 and Intellon HomePlug AV Products. Such assistance may include, but
not be limited to, Intel providing Intellon with: (i) introductions to Intel business units and to Intel customer, developer and dealer forums; (ii) “matchmaking” opportunities with Intel customers and dealers; and
(iii) trade show participation opportunities. 

  

	2.2	Intel will provide reasonable amounts (which Intel will determine at its sole discretion) of technical consulting at [*****] to the HomePlug IA on the HomePlug AV Protocol
Adaption Layer. 

  

	2.3	Subject to Section 8.3 below, Intel agrees to communicate to Intellon the results of Intel’s internal evaluation, if any, of any Intellon HomePlug AV Products
(including pre-production release versions thereof) and technology; provided, however, that in no such instance shall a Party who has disclosed information (“Discloser”) to the other Party (“Receiver”) be deemed to have provided
to Receiver any express or implied license to any Intellectual Property relating to the subject(s) of such communications. 

  

	2.4	 Intel agrees (a) not to release publicly or to third parties (i.e., non-Parties) an Intel Concept Platform containing a [*****] before publicly demonstrating
an Intel Concept Platform containing a [*****]; and (b) not to release publicly or to third parties an Intel Concept Platform containing an [*****] that is not [*****], such as those being offered or proposed by [*****], sooner than three
(3) months after publicly demonstrating an Intel Concept Platform containing a [*****] that would satisfy the conditions of this Section 2.4 unless, at the time of release of the Concept Platform referred to in clause (a) or
(b) of this Section 2.4: (y) (i) no such [*****] then exists in production quality and in a form that enables it to work in conjunction with a [*****]; or 



  

 -4- 










			
	Intel/Intellon Confidential	 	

  


	 	 
(iii) Intellon’s implementation does not have [*****]; and (z) the [*****] or the [*****] that is not [*****] which Intel uses in the
Intel Concept Platform (i) then exists in production quality and in a form that enables it to work in conjunction with a [*****]. Intel shall have the right, at its sole discretion, to waive any or all of the requirements in sub-part (y) by
provision to Intellon in writing of same. 


  

	2.5	Subject to Section 8.3 below, Intel will provide to Intellon, at no cost, information about [*****]; provided, however, it is understood and agreed between the Parties that the
provision by Intel of such information does not and should not be construed to obligate Intel to [*****] or to purchase any Intellon product. 

  

	2.6	Intel agrees to execute the HomePlug IA Agreement on even date herewith. 

  

	2.7	Intel will not use all or any Material Part (or any derivative of any Material Part) of the Intellon HomePlug AV Design or the Intel Derivative Works (as defined below) (i) in
conjunction with designs for [*****], including by way of example, [*****] (ii) to implement [*****] or (iii) to implement [*****] with (x) the [*****] or (y) [*****] or [*****] represents in writing to Intel, within ten (10) days of Intel’s
request for Intellon to do so, [*****]. 

  

	 	2.7.1	For purposes of this Agreement, “Material Part” means any part implementing any of the functionality listed in Exhibit D to this Agreement. 

  

	 	2.7.2	Nothing in this Section 2.7 shall prevent Intel’s engineers from using any Residual Information (as defined below); provided, however, that the foregoing shall not excuse,
waive or release Intel from any infringement of Patent Rights or copyrights. For purposes of this Agreement, “Residual Information” means information in non-tangible form that may be inadvertently retained in unaided memory by Intel
engineers who had access to the Intellon HomePlug AV Design or Confidential Information of Intellon delivered to Intel as part of the Intellon HomePlug AV Design. 

  

	3.	INTELLON RESPONSIBILITIES 

  

	3.1	Intellon will provide to Intel MFC for Intellon HomePlug AV Products that Intel purchases directly from Intellon for use in Chipsets and/or other products or platforms sold by Intel
that contain an Intel microprocessor and an Intellon HomePlug AV Product. 

  

	3.2	Intellon will provide to Intel, at Intel’s request and [*****], reasonable amounts of consulting support as necessary for Intel to complete an Intel Concept Platform that
includes an Intellon HomePlug AV Product, or an Intel HomePlug PC Motherboard Reference Design. 

  

	3.3	Intellon will provide to Intel, [*****], both upon beta release and at first commercial release, a reasonable number of Intellon HomePlug AV Products then commercially available in
pre-release or development kit form [*****]. 

  

	3.4	Intellon will provide to Intel, at Intel’s request and [*****], selected Intellon HomePlug AV Product reference designs determined by Intellon; provided, however, that it is
understood and agreed between the Parties that Intellon will not be required to provide any such reference design produced as a proprietary solution for an Intellon customer. 

  

 -5- 










			
	Intel/Intellon Confidential	 	

  


	3.5	Intellon hereby grants to Intel an option to license from Intellon, pursuant to license grant terms described in Article 4 below, the Intellon HomePlug AV Design (the
“Option”). The Option is exercisable at Intel’s sole discretion, may only be exercised by Intel in writing, and may only be exercised if: (i) Intel is then a member of the HomePlug IA or a Consensus Alternative IA and
has agreed to be publicly identified as such by such IA; (ii) Intel is then in compliance with Section 2.4 above; and (iii) Intel must have by that time made available to original equipment manufacturers (“OEMs”) and
original design manufacturers (“ODMs”) an Intel HomePlug PC Motherboard Reference Design. In addition, Intel may not distribute Intel Licensed Products (as otherwise provided for in Section 4.1 below) until such time as Intel has
purchased from Intellon at least [*****] Intellon HomePlug AV Products, subject to the terms and conditions of this Agreement. For purposes of meeting this quantity requirement, the Parties agree that purchases of [*****] made by Intel
customers based on an [*****] shall count towards the total. 

  

	 	3.5.1	If Intel exercises the Option, Intellon will provide to Intel, at Intel’s request and at [*****], such engineering consulting services as Intel shall reasonably request in
writing to aid Intel in integrating the Intellon HomePlug AV Design into Intel Licensed Products, and into Intel’s own CMOS fabrication process. 

  


	 	3.5.2	Upon exercise of the Option, Intel agrees to grant and hereby does grant to Intellon the license described in Section 4.3 below. 

  

	 	3.5.3	Intellon shall deliver the Intellon HomePlug AV Design deliverables specified in Exhibit A to Intel within [*****] after the date Intellon receives written notice of
Intel’s exercise of the Option or, if the HomePlug AV Reference Design has then not met the Delivery Requirements described in Exhibit A, [*****] after the HomePlug AV Design meets such Delivery Requirements.


  

	3.6	Intellon agrees that Intel shall have the right, only through a third party certified public accountant (the “Auditor”), no more than once per year and in all cases upon
no less than fifteen (15) days advance written notice, to conduct an audit during normal business hours of Intellon books and records to confirm Intellon’s compliance with any and all MFC obligations under this Agreement. The Auditor shall
be instructed to report only as to whether there is an overcharge in the prices charged to Intel hereunder, without disclosing any customer names, and if so, the amount of such overcharge, which shall be reimbursed to Intel by Intellon within thirty
(30) days following the audit. In addition, in the event that any such overcharge is five percent (5%) or more above the price that should have been paid by Intel under the circumstances, Intellon shall reimburse Intel for the costs of the
audit. 

  

	3.7	Intellon shall execute the Trademark Agreement, effective as of the Effective Date. 

  

	3.8	Intellon agrees to execute the HomePlug IA Agreement on even date herewith. 

  

	4.	LICENSE GRANTS AND TERMS 

  

	4.1	Option License. Upon exercise of the Option by Intel as described in Section 3.5 above and subject to the terms of this Agreement, Intellon agrees to grant and hereby does
grant to Intel a non-exclusive, non-transferable (except pursuant to Section 12.11), perpetual, worldwide, fully paid, royalty-free (or royalty-bearing, depending upon the circumstances described in Section 4.2 below) license, without the
right to sublicense (but with have made rights as described and conditioned in Sections 4.1.2 and 4.4.1, respectively, below), under Intellectual Property rights in the Intellon HomePlug AV Design or portions thereof which Intellon owns or
has authority to grant licenses of the scope set forth herein, to: 

  

	 	4.1.1	use, copy and create derivative works of (the “Intel Derivative Works”) the Intellon HomePlug AV Design for internal use purposes; 

  

 -6- 










			
	Intel/Intellon Confidential	 	

  

  

	 	4.1.2	use, make, have made (subject to Section 4.4.1 below), sell (directly and indirectly), offer to sell, import, export and otherwise dispose of Intel Licensed Products; and


  

	 	4.1.3	publicly perform, publicly display and distribute (i) the Intellon HomePlug AV Design, Intel Derivative Works and copies thereof only as embodied in or by Intel Licensed
Products; and (ii) product specification or other related documentation or information provided by Intellon to Intel that is approved by Intellon in writing for provision to third parties (with, for purposes of clarification, it being
understood between the Parties that (x) Intellon’s provision to Intel of any such applicable documentation along with or followed by written authorization to Intel to exercise the rights in this Section 4.1.3 with regards to such
documentation shall be the only authorization needed to be given by Intellon to Intel in connection therewith; and (y) Intel shall not include in its public product documentation any more information concerning the Intellon HomePlug AV
Design than Intellon includes in its own public product documentation unless Intellon otherwise agrees in writing), by any means now known or developed in the future. 

  

	4.2	Royalty Conditions. The license granted to Intel in Section 4.1 shall be royalty-free, except to the extent of the following: 

  

	 	4.2.1	Intel shall pay, as and if applicable, [*****] to the extent arising in relation to [*****], except to the extent indemnified by Intellon under Section 9.1;


  

	 	4.2.2	If Intel elects to use any of the [*****] listed in Schedule A-1 to Exhibit A, Intel shall pay, as and if applicable, [*****]; and 

  

	 	4.2.3	Intel shall pay royalties to Intellon, [*****] (or, if there is no [*****]), on any Intel Licensed Products that (i) are not primarily designed and intended to form the basis
of a PC Platform; or (ii) are marketed primarily for use in non-PC Platforms; provided, however, that If Intel [*****] in any Intel Licensed Product for which a royalty would otherwise be payable, no royalty shall be owed. For purposes of
determining whether any royalties are payable on a unit of an Intel Licensed Product, the provisions of this Section 4.2.3 shall be applied based on Intel’s most granular product classification, e.g., a shopkeeping unit or SKU.


  

	4.3	Intel Necessary Claims and Intel Derivative Works License. If Intel exercises the Option, Intel agrees to grant and hereby does grant to Intellon a non-exclusive, non-transferable
(except pursuant to Section 12.11), perpetual, worldwide, fully paid, royalty-free license, without the right to sublicense, under Patent Rights in Intel Necessary Claims and Intel Derivative Works which Intel owns or has authority to grant
licenses of the scope set forth herein, to use, make, have made (subject to Section 4.4.2 below), sell (directly and indirectly), offer to sell, import, export and otherwise dispose of Intellon Licensed Products. 

  

	4.4	Have Made Limitations. 

  

	 	4.4.1	 The have made rights granted to Intel pursuant to Section 4.1 above are limited to contract manufacturers that Intel uses to manufacture other products of
Intel, and in no case shall any confidential or proprietary information (other than information covered by Section 4.1) of Intellon be disclosed to such third party(s). If a contract manufacturer designs or 



  

 -7- 










			
	Intel/Intellon Confidential	 	

  


	 	 
manufactures its own products, then materials pertinent to the manufacture of Intellon products under the have made rights in Section 4.1 shall only be
provided to a distinct and separate division or business unit that provides a general merchant foundry business for third party products and shall not be accessed or used by any personnel working on such contract manufacturer’s own products.



  

	 	4.4.2	The have made rights granted to Intellon pursuant to Section 4.3 are limited to contract manufacturers that Intellon uses to manufacture products of Intellon, and in no case
shall any confidential or proprietary information (other than information covered by Section 4.3) of Intel be disclosed to such third party(s). If a contract manufacturer designs or manufactures its own products, then materials pertinent to the
manufacture of Intellon products under the have made rights in Section 4.3 shall only be provided to a distinct and separate division or business unit that provides a general merchant foundry business for third party products and shall not be
accessed or used by any personnel working on such contract manufacturer’s own products. 

  

	4.5	No Other Rights. Except as expressly provided in this Article 4, neither Party grants to the other Party any license, right, title or interest in or to any Intellectual
Property, whether by implication, estoppel or otherwise under or in connection with this Agreement. All rights not specifically granted herein are reserved by the Party owning the respective Intellectual Property. 

  

	5.	INTELLECTUAL PROPERTY OWNERSHIP 

  

	5.1	General. Each Party will retain all right, title and interest in its Intellectual Property, including but not limited to, Necessary Claims. 

  

	5.2	Intellon Intellectual Property. Intellon will retain all right, title and interest in (i) the Necessary Claims of Intellon; and (ii) all Intellectual Property in the
Intellon HomePlug AV Design.. 

  

	5.3	Intel Intellectual Property. Subject to Section 5.2, Intel will retain all right, title and interest in all Intellectual Property in (i) the Necessary Claims of Intel; and
(ii) Intel Derivative Works. 

  

	6.	ALTERNATIVE COLLABORATIVE ACTIVITIES 

  

	6.1	This Agreement contemplates that Intel and Intellon will work together with the HomePlug IA toward a goal of creating [*****]. The Parties agree that any industry
standards-setting organization for [*****], must: (i) promote and publish a specification for [*****], (ii) have open membership, (Hi) permit the members thereof to license any such specification on reasonable terms as determined by such
group, effectively allowing any member to offer commercial implementations of the lA’s specification, and (iv) promote an environment that allows for multiple silicon suppliers, which both Parties see as necessary to supply a potentially
large customer base. 

  

	6.2	If either Intel or Intellon concludes that an [*****] may be necessary to achieve a successful [*****] industry standard, such Party will communicate with the other Party to explain
and discuss the alternative approach and determine whether Intel and Intellon are prepared to mutually support the [*****]. 

  

	6.3	 If (i) Intel and intellon mutually agree to work together with [*****] instead of the [*****] to create an industry standard for [*****], (ii) Intel has
not yet exercised the Option, and (iii) Intellon has created, or determined to create, a design for a [*****], then the terms of this Agreement shall be automatically 



  

 -8- 










			
	Intel/Intellon Confidential	 	

  


	 	 
modified as appropriate to apply to such [*****] rather than the [*****] and to the [*****] rather than the [*****]. If the differences in the [*****], make
such automatic modification of all the terms of this Agreement impractical, the Parties agree to negotiate in good faith in an effort to mutually agree on the specific changes necessary to carry out the intent of this Agreement.



  

	7.	RIGHT OF FIRST NOTIFICATION 

  

	7.1	 Delivery of Notice. Prior to entering into any transaction that would result in a change of control of Intellon, whether by (i) merger or consolidation or
(ii) a sale of equity securities by Intellon, whether in one or a series of related transactions, which results in a single person, or a group (as defined in accordance with the provisions of Section 13(d)(3) of the Securities Exchange Act
of 1934, as amended), beneficially owning 50% or more of the then currently outstanding voting control of Intellon, or (iii) a sale of all or substantially 



  

 -9- 










			
	Intel/Intellon Confidential	 	

  


	 	 
all of Intellon’s assets (in each case, a “Corporate Event”), Intellon shall give Intel notice of such event (the “Notice”). The
Notice shall be delivered to Intel at least 20 days before the closing of the Corporate Event. If Intellon enters into a “no-shop” arrangement or agreement in connection with a Corporate Event, such “no-shop” arrangement or
agreement shall contain an exception permitting Intellon to provide the Notice. 


  

	7.2	Contents of Notice. The Notice shall indicate the type of transaction (whether merger, consolidation or sale of equity securities, or a sale of all or substantially all of
Intellon’s assets) of the proposed Corporate Event and the anticipated closing date of the Corporate Event. Intellon shall also provide Intel with access to (and copies of, if requested) all material documents containing nonpublic material
information of Intellon that are or have been supplied to the party making the acquisition proposal (it being understood that Intellon shall have the right to mask the names and identities of third parties, including customers).


  

	7.3	No Right of First Refusal. Intellon shall not enter into any right of first refusal with any other person relating to a Corporate Event. 

  

	8.	WARRANTIES. 

  

	8.1	Authority. Each Party warrants and represents to the other that it has all authority to enter into this Agreement and to perform the obligations hereunder. 


 

	8.2	Intellectual Property. Intellon warrants and represents that, to the knowledge of its executive officers without investigation or inquiry, and except for the Intellectual Property
rights listed on Schedule A-1 to Exhibit A (as the same may be supplemented by written notice from Intellon to Intel with respect to a Subsequent Design or an AFE Design as provided in such Exhibit) and the Intellectual Property rights of
third parties included in any HomePlug IA or [*****] specification, Intellon has sufficient rights, title and interest in and to any and all Intellectual Property rights which are embodied in or incorporated in the Intellon HomePlug AV
Design. 

  

	8.3	Disclaimer. EXCEPT AS OTHERWISE PROVIDED IN THIS SECTION 8, NEITHER PARTY MAKES ANY WARRANTIES, EITHER EXPRESS OR IMPLIED, WITH RESPECT TO DELIVERABLES, OBLIGATIONS OR
DOCUMENTATION RELATED THERETO UNDER THIS AGREEMENT, AND EACH PARTY EXPRESSLY DISCLAIMS ANY SUCH WARRANTIES, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. 

  

	9.	INDEMNIFICATION AND LIMITATION OF LIABILITY 

  

	9.1	 Intellon shall defend, indemnify and hold Intel harmless from any costs, expenses losses, damages or liability incurred because of actual or alleged infringement of
any patent, copyright, trade secret, trademark, mask work, or other proprietary right arising in any way from any claim made or threatened against Intel arising directly from the Intellon HomePlug AV Design; provided, however, that Intellon
shall have no such obligation to defend, indemnify and hold Intel harmless to the extent that any such actual or alleged infringement is caused by Intellon’s incorporation in the Intellon HomePlug AV Design of all or any portion of
(i) any HomePlug IA or [*****] specification; or (ii) any [*****] identified in Schedule A-1 of Exhibit A. Intellon shall also have no obligation to defend, indemnify or hold Intel harmless for any actual or alleged
infringement of any Patent Rights if Intellon did not have actual knowledge of such actual or alleged infringement at the time it delivered the Intellon HomePlug AV Design to Intel. For purposes of this Section 9.1, “actual
knowledge” means a 



  

 -10- 










			
	Intel/Intellon Confidential	 	

  


	 	 
written communication received by an executive officer of Intellon from or on behalf of a third party alleging infringement of such third party’s Patent
Rights and does not include constructive knowledge based upon patent and trademark records or constructive notice of patents. Intel shall promptly notify Intellon of any such claims or demands and Intellon shall have the right to control the defense
or settlement thereof of any such claims; provided, however, that (x) Intellon shall permit Intel to participate in the defense or settlement thereof at Intel’s option and cost; and (y) Intellon shall not enter into any settlement
that requires an affirmative obligation, action or ongoing liability or otherwise detrimentally impacts Intel without Intel’s written consent, which consent shall not be unreasonably withheld, conditioned or delayed.



  

	9.2	If the Intellon HomePlug AV Design, or any portion of the Intellon HomePlug AV Design, is found to infringe the rights of any third party and its use is enjoined because
of actual or alleged infringement of any patent, copyright, trade secret, trademark, mask work, or other proprietary right for which Intellon is obligated to defend, indemnify and hold Intel harmless from pursuant to Section 9.1, Intellon will,
at Intellon’s option and expense either (a) procure for Intel a license or right to continue to use the Intellon HomePiug AV Design or the applicable portion of the Intellon HomePlug AV Design; (b) replace the Intellon
HomePlug AV Design or applicable portion with a non-infringing Intellon HomePlug AV Design or portion; or (c) modify the Intellon HomePlug AV Design or infringing portion to become non-infringing. 

  

	9.3	The foregoing states the entire set of obligations and remedies flowing between Intel and Intellon arising from any intellectual property claim by a third party.


  

	9.4	EACH PARTY’S SOLE LIABILITY HEREUNDER SHALL BE LIMITED TO DIRECT, OBJECTIVELY MEASURABLE DAMAGES. IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY LOST
PROFITS, LOST REVENUES OR LOSS OF BUSINESS ADVANTAGE OR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, OR
OTHERWISE, AND WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. BOTH PARTIES ACKNOWLEDGE AND AGREE THAT THIS LIMITATION OF LIABILITY IS AN ESSENTIAL ELEMENT OF THE AGREEMENT, AND FURTHER AGREE THAT THESE LIMITATIONS
SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. 

  

	  	EXCEPT WITH RESPECT TO (i) BREACHES OF CONFIDENTIALITY OBLIGATIONS OR ROYALTY PAYMENT OBLIGATIONS OR SECTION 2.7, FOR WHICH THERE SHALL BE NO CAP ON LIABILITY; AND
(ii) INDEMNITY OBLIGATIONS, FOR WHICH THE CAP ON LIABILITY SHALL BE THREE MILLION U.S. DOLLARS ($3,000,000), IN NO EVENT SHALL EITHER PARTY’S LIABILITY UNDER THIS AGREEMENT EXCEED ONE MILLION U.S. DOLLARS ($1,000,000).


  

 -11- 










			
	Intel/Intellon Confidential	 	

  


	10.	TERM AND TERMINATION 

  

	10.1	Term. This Agreement will be effective for an initial term of five (5) years from the Effective Date, and may be renewed upon written mutual consent of both parties prior to
the date of termination. 

  

	10.2	Termination for Cause. Either Party shall have the right to terminate this Agreement should the other Party materially default in the performance of any of its obligations if,
within thirty (30) days after written notice, the defaulting Party has failed to cure the default. 

  

	10.3	Effect of Termination. 

  

	 	(a)	Except as expressly set forth below in Section 10.3(b), Sections 1, 4, 5, 8, 9, 10, 11 and 12 of this Agreement will survive expiration or earlier termination of this
Agreement. 

  

	 	(b)	In the event of termination of this Agreement by a Party for material breach by the other Party in accordance with Section 10.2 above, the non-breaching Party may revoke the
license grants set forth in Section 4 above. 

  

	11.	CONFIDENTIALITY AND NON-DISCLOSURE 

  

	11.1	It may become necessary during the course of this Agreement for one Party to disclose to the other information which the disclosing Party considers confidential (“Confidential
Information”). Disclosure of such Confidential Information shall be governed by the terms of that certain separate Corporate Non-Disclosure Agreement dated September 19, 2002, Intel CNDA #2201641 (the “CNDA”).


  

	11.2	Neither Party will disclose the existence of or terms of this Agreement or of any discussions or transactions engaged in hereunder between the Parties without the prior written
permission of the other, except that a Party may disclose such terms to (i) those employees or agents of such Party who need to know such terms in order for such Party to perform its obligations under this Agreement; (ii) to such
Party’s legal advisors or financial advisors or authorities for legal advice or tax or accounting purposes; (iii) as required by court order or by the rules of civil procedure in litigation pursuant to a protective order maintaining the
confidentiality of this information, after giving no less than ten (10) business days notice to the other Party; (iv) as required to comply with the disclosure obligations of applicable securities laws, in which cases the disclosing Party
shall endeavor to seek confidential protection from the subject securities regulation authorities to the fullest extent allowable and practicable under the circumstances; (v) to bona fide potential acquirers as required in connection with due
diligence related to a bona fide merger, consolidation, or sale of all or substantially all of the assets of Intellon; and (vi) upon receipt of prior written authorization from Intel (which may stipulate that certain provisions of the Agreement
may not be disclosed), which in no instance shall such authorization be unreasonably withheld, conditioned or delayed, to bona fide prospective investors in connection with due diligence related to a bona fide equity financing transaction, so long
as, in all cases, prior to any such disclosure the recipient of the disclosure is bound to hold the information under confidentiality restrictions similar in force to those provided in the CNDA. 

  

 -12- 










			
	Intel/Intellon Confidential	 	

  


	12.	GENERAL PROVISIONS 

  

	12.1	Relationship of Parties. Each Party is and shall remain an independent contractor with respect to all performance rendered pursuant to the terms of this Agreement and the Exhibits
hereto. Neither Party nor any employee thereof shall be considered an employee or agent of the other Party for any purpose and shall have no authority to bind or make commitments on behalf of such other Party for any purpose and shall not hold
itself or themselves out as having such authority. Nothing within this Agreement shall be construed as establishing a partnership, joint venture, or any other entity jointly owned or controlled by the Parties. 

  

	12.2	Independent Development. This Agreement does not preclude either Party from (i) evaluating or acquiring similar technologies or products from third parties not a party to this
Agreement, or (ii) independently developing or marketing similar technologies or products, or making and entering into similar arrangements with other companies. 

  

	12.3	Compliance with laws. Each Party shall, at its own expense, comply with any governmental law, statute, ordinance, administrative order, rule or regulation relating to its duties,
obligations and performance under this Agreement and the Exhibits hereto and shall procure alt licenses and pay all fees and other charges required thereby. Without limiting the foregoing, each Party understands that it is subject to regulation by
United States government agencies, which may prohibit export or diversion of products, including those containing software and technical information, information about such software or such technical information, and direct products of such software
or such technical information to certain countries and certain persons. Regardless of any disclosure a Party makes to the other of an ultimate destination of such software or such technical information, the first Party warrants that it will not
export in any manner, either directly or indirectly, any of such software or such technical information or direct products of such software or such technical information, without first obtaining all necessary approval from appropriate United States
government agencies. Each Party acknowledges that the regulation of product export is in continuous modification by the United States Congress and administrative agencies and agrees to complete all documents and to meet all requirements arising out
of such modifications. 

  

	12.4	Force Majeure. Neither Party to this Agreement shall be held responsible for any failure or delay in performance of any obligations under this Agreement where such performance is
rendered impossible by any act of war, fire, flood, earthquake, epidemic, strikes and other causes similar to those listed, in each case where failure to perform is beyond the control, and not caused by the negligence of, the non-performing Party.


  

	12.5	Entire Agreement. This Agreement and the Exhibits hereto, which constitute an integrated part of the Agreement and which are hereby incorporated into the Agreement by reference,
constitute the entire agreement between the Parties and supersedes all prior and contemporaneous agreements, oral or written, and all other communications relating to the specific subject matter of this Agreement. 

  

	12.6	Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the remaining provisions of this Agreement will remain in full
force and effect and shall be interpreted, to the extent possible, to achieve its purposes without the invalid, illegal or unenforceable provision. 

  

	12.7	Modification. No alteration, amendment, waiver or any other change in any term or condition of this Agreement will be valid or binding on either Party unless such has been mutually
assented to in writing by authorized representatives of both Parties. 

  

	12.8	 Waiver. The failure of either Party to enforce at any time any of the provisions of this Agreement, or the failure to require at any time performance by the other
Party of any of the provisions of this Agreement, shall in no way be construed to be a present or future waiver of such provisions, nor in 



  

 -13- 










			
	Intel/Intellon Confidential	 	

  


	 	 
any way affect the right of either Party to enforce each and every such provision thereafter. The express waiver by either Party of any provision, condition
or requirement of this Agreement shall not constitute a waiver of any future obligation to comply with such provision, condition or requirement or constitute a waiver of any other provision of this Agreement. 


  

	12.9	Duplicate Originals. This Agreement may be executed in duplicate originals, which shall constitute one Agreement. 

  

	12.10	Notices. Unless otherwise agreed to by the Parties, all notices required under this Agreement shall be deemed effective when received and made in writing by either
(i) registered mail, (ii) certified mail, return receipt requested, or (iii) overnight mail or overnight delivery by a recognized national delivery service, addressed and sent to the attention: 

  

			
	Intel:	 	Intellon:
	Intel Corporation	 	Intellon Corporation
	2200 Mission College Blvd.	 	5100 West Silver Springs Boulevard
	Santa Clara, CA 95052	 	Ocala, Florida 34482
	USA Attn.: Post-Contract Management	 	Attn: Chief Executive Officer

 With copies to: 
 Intel Corporation 
 2200 Mission College Blvd. 
 Santa Clara, CA 95052-8119 USA 
 Attn. General
Counsel 
 Such notices shall be deemed served when received by addressee or, if delivery is not accomplished by reason of some fault of the
addressee, when tendered for delivery. Either Party may give written notice of a change of address and, after notice of such change has been received, any notice or request shall thereafter be given to such Party at such changed address. 

 

	12.11	Assignment. Except for a Corporate Event as to which Intellon has provided Notice as required by Section 7.1, neither Party may sell, transfer, assign, or delegate in whole or
in part this Agreement, or any rights, duties, obligations or liabilities under this Agreement, without the prior written consent of the other Party. This Agreement will inure to the benefit of and be binding upon each Party’s permitted
successors and assigns. 

  

	12.12	Taxes. All applicable taxes and other charges such as duties, customs, tariffs, imposts, and government imposed surcharges shall be stated separately within invoices and each Party
shall be responsible for the payment of such taxes and other charges for which it is legally responsible. If a Party is prohibited by law from remitting payments unless it deducts or withholds taxes therefrom on behalf of the local taxing
jurisdiction, then that Party shall duly withhold such taxes and shall remit the remaining net invoice amount to the other Party. 

  

	12.13	Representation by Counsel; Construction. The Parties each acknowledge that each Party to this Agreement has been represented by counsel in connection with this Agreement and the
transactions contemplated by this Agreement. Accordingly, any rule of law or any legal decision that would require interpretation of any claimed ambiguities in this Agreement against the Party that drafted it has no application and is expressly
waived. The provisions of this Agreement shall be interpreted in a reasonable manner to effect the intent of the Parties. 

  

 -14- 










			
	Intel/Intellon Confidential	 	

  


	12.14	Interpretation. The Section headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. If
there is any conflict or ambiguity between a provision in this Agreement and that in any of the Exhibits hereto this Agreement shall control and have precedence over such Exhibit. 

  

	12.15	Governing Law. Any dispute or claim arising out of, in relation to, or in connection with this Agreement, and any subsequent amendments to this Agreement, including without
limitation the interpretation, making, performance, breach or termination thereof shall be governed by and construed and enforced in accordance with the laws of the State of Delaware, without reference to conflicts of laws principles.


 IN WITNESS WHEREOF, the Parties hereby execute this Agreement to be effective as of the Effective Date. 
  

					
	 AGREED:
  
	  		  	
	INTEL CORPORATION	  		  	INTELLON CORPORATION
			
	 /s/ Abel Weinrib
	  		  	 /s/ Charles E. Harris

	Signature	  		  	Signature
			
	 Abel Weinrib
	  		  	 Charles E. Harris

	Printed Name	  		  	Printed Name
			
	 Co-Director and VP, CTG
	  		  	 Chairman and CEO

	Title	  		  	Title
			
	 June 9, 2005
	  		  	 10 June 2005

	Date	  		  	Date

  

 -15- 










			
	Intel/Intellon Confidential	 	

  

 EXHIBIT A 
 Intellon HomePlug AV Design 











			
	Intel/Intellon Confidential	 	

  

 EXHIBIT A 
 Intellon HomePlug AV Design 
 Definitions 
  

	 	1.	“Bug” means a failure of Intellon’s design to meet the Final HomePlug AV Specification. 

  

	 	2.	“Bug Fix” means a correction of a Bug or minor additions to functionality that are required by minor updates to the HomePlug AV layer specification (e.g.,
“Maintenance Revisions”), or standard operation to meet market conditions, in each case which correction or addition is made by Intellon and is made commercially-available by Intellon from time to time. Bug Fixes can include changes to
hardware or software. 

  

	A.	[*****] 

  

	 	1.	Functionality. [*****] 

  

	 	2.	Future Iterations. In the event that Intellon has not transferred the Initial Design to Intel, and if Intellon elects to produce and offer as a commercial product one or more
subsequent iterations of the Initial Design and the Delivery Requirements (as defined below) for such subsequent iteration have been met, Intellon shall deliver to Intel, in lieu of the Initial Design, the subsequent iteration of the Initial
Design (a “Subsequent Design”). For purposes of the avoidance of doubt, Intellon shall not be obligated to include in the delivery of any Subsequent Design any additional functionality or interfaces not included in the Initial Design that
do not comprise or facilitate portions of [*****]). Intellon agrees that in the event that Intellon removes such functionality from the Design, Intellon will validate that the Design functions properly without the removed circuitry.


  

	 	3.	One Design: Bug Fixes. In the event Intel exercises the Option, Intellon shall only be obligated to deliver one Design to Intel, which Design shall be either in the form of
the Initial Design or in the form of a Subsequent Design, as provided in this Exhibit. In no event shall Intellon be obligated to deliver the Design both in the form of the Initial Design and in the form of a Subsequent Design or, if Intellon does
not deliver the Initial Design as permitted in the Exhibit, in the form of more than one Subsequent Design. At the time of delivery, Intellon agrees to provide to Intel all Bug Fixes (corresponding to the Design) that are relevant to the Design.
After Intellon has delivered the Design to Intel, Intellon also agrees to notify Intel in writing of all Bugs (corresponding to the Design) within 5 business days of discovery by Intellon, and to make available to Intel in writing as soon as
available all corresponding Bug Fixes. After Intellon has delivered the Design to Intel, Intel will notify Intellon in writing of all Bugs (corresponding to the Design) identified by Intel within 5 business days of discovery by Intel, and make
available to Intellon in writing as soon as available any corresponding corrections created by Intel. 

  

	 	4.	Scope of Design. The Design contains a [HomePlug AV-compliant MAC and PHY, along with a flexible multi-media interface. The Initial Design utilizes a third party
AFE IC, which consists of an ADC, DAC and support gain and filtering circuitry to create a HomePlug AV node. The AFE IC design may or may not be included in the Initial Design. Intellon’s obligation to deliver the AFE IC Design]
to Intel shall be as specified in Section B(3). 












			
	Intel/Intellon Confidential	 	

  

 [*****] 
 List of abbreviations: 
 [*****] 
 The following description (including the block diagrams) of the Initial Design is based upon information available as of the date of this Agreement. The parties acknowledge that Intellon shall have the right, in its
sole discretion, to make changes to the Initial Design before it is completed and meets the Availability Requirements described below. 
 [*****] 
 The block diagram below shows the [*****]. 
 [*****] 
 [*****] 
 The [*****] consists of the [*****], which contains [*****], as depicted in the following diagram. 
 [*****]

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

List of abbreviations: 
 [*****]

  

	 	5.	 [*****] Included in Design. [*****]. Intellon will deliver to Intel a list of all [*****] included in any Subsequent Design as soon as such information is
available, or, if later, whenever Intel requests. Intellon cannot [*****] with, or as part of, the Design unless the owner of the [*****] provides written authorization for Intellon to do so. Intel and Intellon will cooperate in good faith to seek
approval from [*****] to provide permission for Intellon to [*****]. In the event that an [*****] fails to provide such written authorization, Intellon shall have no obligation to [*****]; however, Intellon agrees to provide a detailed specification
required to [*****] in order to function with the remaining portions of the Design. For the avoidance of doubt, this obligation 



  

 -2- 










			
	Intel/Intellon Confidential	 	

  


	 	 
to provide a detailed specification does not apply to the [*****]. If Intel requests Intellon to provide engineering consulting services to aid Intel in
[*****] in the Design and integrating the resulting work into Intel’s own CMOS fabrication process, Intellon will furnish such consulting services pursuant to the terms of Section 3.5.1 of the Agreement. The parties understand and agree
that the [*****] included in [*****] are central to the Initial Design and may be central to any Subsequent Design and that it would not be practical for Intellon to deliver the Initial Design (and if the [*****] are central to any Subsequent
Design, any Subsequent Design) without these elements. Consequently, notwithstanding the other provisions of the Agreement and this Exhibit A, Intellon will not be obligated (i) to deliver the Initial Design (and if the [*****] are central
to any Subsequent Design, any Subsequent Design) to Intel unless the owner(s) of the [*****] provide written authorization for Intellon to do so, or (ii) to provide engineering consulting services to aid Intel in removing or replacing the
[*****] in the Initial Design or any such Subsequent Design. Intel and Intellon will cooperate in good faith to seek approval from the owner of the [*****] to provide permission for Intellon to deliver the Initial Design to Intel. If Intel requests,
Intellon agrees to use reasonable efforts to facilitate a business relationship between Intel and [*****]. Such efforts shall not require Intellon to expend any additional funds or to accept terms or delays that are unacceptable to Intellon.



  

	 	6.	Availability of Design. The Design will be available for delivery to Intel thirty (30) days after the Intellon IC based on the Design has passed both (i) [*****]
and (ii) [*****] (the “Delivery Requirements”). Intellon shall have no obligation to deliver the Design to Intel until both of the Delivery Requirements have been met. Intellon shall not unreasonably delay (i) or (ii).


  

	 	7.	Design Deliverables. The Initial Design delivered to Intel shall include the items described in Schedule A-2, which is attached to and incorporated into this
Exhibit A by reference. Any Subsequent Design delivered to Intel shall include such items in Schedule A-2 as are applicable to the Subsequent Design. In the event that the Subsequent Design uses different vendor tools or [*****] than the
Initial Design, the items described in Schedule A-2 will be adjusted accordingly. 

  

	B.	[*****] 

  

	 	1.	No Obligation to Create [*****]. Intellon shall have no obligation to create [*****] or to cause any such [*****] to meet the Delivery Requirements.


  

	 	2.	 Creation of [*****]. At present, Intellon does not [*****], Intellon agrees to use reasonable efforts to [*****], and use reasonable efforts to [*****]. Such
efforts shall not require Intellon to expend any additional funds or to accept business terms or delays that are unacceptable to Intellon. In the event Intel and Intellon are [*****], Intellon and Intel each agrees to use reasonable efforts to not
enter into an agreement 



  

 -3- 










			
	Intel/Intellon Confidential	 	

  


	 	 
[*****] Such efforts shall not require Intellon or Intel to expend any additional funds or to accept business terms or delays that are unacceptable to such
party. Intellon will deliver to Intel [*****] as soon as such information is available, or, if later, whenever Intel requests. 


  

	 	3.	Delivery of [*****]. In the event Intel elects to exercise the Option with respect to the Design and at such time Intellon (i) [*****] or (ii) [*****], Intellon
will provide written notice to Intel of such event and, if requested by Intel in writing, will make such [*****] if and when it has passed the Delivery Requirements, available to Intel as part of the Design. Intellon will furnish consulting services
pursuant to the terms of Section 3.5.1 of the Agreement. At the time of delivery, Intellon agrees to provide to Intel all Bug Fixes (corresponding to the [*****]) that are relevant to the [*****]. After Intellon has delivered the [*****] to
Intel, Intellon also agrees to notify Intel in writing of all Bugs (corresponding to the [*****]) within 5 business days of discovery by Intellon, and to make available to Intel in writing as soon as available all corresponding Bug Fixes. After
Intellon has delivered the [*****] to Intel, Intel will notify Intellon in writing of all Bugs (corresponding to the [*****]) identified by Intel within 5 business days of discovery by Intel, and make available to Intellon in writing as soon as
available any corresponding corrections created by Intel. 

  

	 	4.	Delivery of [*****]. The restrictions and conditions on the delivery of [*****] set forth in Section A.5 of this Exhibit A also apply to the [*****]. In the event
the [*****] that, in the reasonable judgment of Intellon, they cannot be removed or replaced without substantially redesigning the [*****], then Intellon shall have no obligation to (i) deliver the [*****] to Intel unless the [*****] provide
written authorization for Intellon to do so, or (ii) to provide engineering consulting services to aid Intel in removing or replacing such [*****]; however, Intellon agrees to provide a detailed specification required to replace the [*****] in
order to function with the remaining portions of the [*****]. 

  

	 	5.	One [*****]. Intellon shall not have any obligation to deliver more than one [*****] to Intel. 

  

	 	6.	[*****] Specification. Intellon shall provide to Intel a detailed specification for [the AFE] that is needed to work properly with Intellon’s design as specified in
Schedule A-2 to this Exhibit A. Intellon agrees to provide to Intel consulting services to help Intel understand the interface between the [*****]. Intellon will furnish such consulting services pursuant to the terms of Section 3.5.1
of the Agreement. 

  

 -4- 










			
	Intel/Intellon Confidential	 	

  

 [*****] 
  

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












			
	Intel/Intellon Confidential	 	

  

 [*****] 
 This Schedule lists the information and collateral that will be delivered as the Design described in Exhibit A. Unless otherwise denoted, collateral is required for [*****]. Unless otherwise denoted, collateral corresponding [*****]
would be delivered only if applicable per the terms of Exhibit A. 
  

	A1.	[*****] 

  

	A2.	[*****] 

  

	A3.	[*****] 

  

	A4.	[*****] 

  

	A5.	[*****] 

  

	A6.	[*****] 

  

	A7.	[*****] 

  

	A8.	[*****] 

  

	A9.	[*****] 

  

	A10.	[*****] 












			
	Intel/Intellon Confidential	 	

  

 EXHIBIT B 
 Form of Trademark Agreement 
 TRADEMARK AGREEMENT 
 This Trademark Agreement (“Agreement”), effective as of the latest date signed below, is made by and between Intel Corporation, a Delaware corporation with a
principal place of business at 2200 Mission College Boulevard, Santa Clara, California 95052 (“Intel”) and Intellon Corporation, a Delaware corporation with a principal place of business at 5100 W. Silver Springs Blvd., Ocala, FL 34482
(“Intellon”). 
 RECITALS 
 WHEREAS, Intel owns and uses and has used the trademark and trade name INTEL and numerous INTEL-based trademarks and trade names in connection with the manufacture, promotion, and sale of a wide range of computer, communications,
educational, and consumer electronics products and services, and other goods such as shirts, jackets, pens, luggage, bags, stationary, note pads, watches, umbrellas, balls, mugs, key chains, and hats, and intends to continue using such trademarks
and trade names in connection with such products and services in the future. Intel has also registered and applied to register many INTEL-formative marks around the world; 
 WHEREAS, the INTEL mark has been registered in numerous countries around the world since as early as 1971, including but not limited to the following registrations in the United States: 
 INTEL: U.S. Trademark Registration Nos. 914,978; 938,772; 939,641; 1,022,563; 1,573,324; 1,723,243; 1,725,692; 2,171,778; 2,194,121; 2,251,962;
2,251,961; 2,250,491; 2,254,525; 2,261,531; 2,276,580; 2,365,149; 2,444,762; 2,446,693; 2,462,327; 2,585,551; and 2,742,174. 
 WHEREAS, Intel has
invested enormous resources and effort in the promotion and extensive use of the INTEL marks in the United States and worldwide such that the trademarks have become well-known and famous worldwide and represent significant and valuable goodwill to
the benefit of Intel; 
 WHEREAS, Intellon uses the trade name, trademark, and service mark INTELLON and the domain name intellon.com in connection
with the manufacture, promotion, and sale of communications technology, products and services, including hardware and software for automation and spread spectrum communications, networking over power lines, coaxial cable, and telephone and other
wiring as well as radio frequency communications and technical and training support services associated therewith; 
 WHEREAS, the parties entered
into a prior trademark agreement dated [*****], whereby the parties agreed that [*****] under certain terms and conditions, and the parties now agree that any terms and/or conditions in such agreement that conflict with this Agreement, or on which
such agreement was silent, are superseded and governed by this Agreement; 











			
	Intel/Intellon Confidential	 	

  

 WHEREAS, Intellon has obtained trademark registrations for the word mark INTELLON in standard characters in
the United States (Trademark Reg. No. 2114457 in International Class 9), Canada (Trademark Reg. No. TMA414229 in International Class 9), Benelux (Trademark Reg. No. 509882 in International Classes 9 and 16), France (Trademark Reg.
No. 92400560 in International Class 9), Germany (Trademark Reg. No. 2098963 in International Class 9), the United Kingdom (Trademark Reg. No. 1486723 in International Class 9), Australia (Trademark Reg. No. A569940 in International
Class 9) and Japan (Trademark Reg. 2720184 in International Class 9); 
 WHEREAS, a dispute has arisen between the parties regarding Intellon’s
continued use and registration of the INTELLON name and marks and the parties now wish to amicably resolve and conclude this matter and avoid potential litigation. 
 NOW, THEREFORE, for and in consideration of the foregoing and of the mutual representations, promises, terms, and conditions contained herein, receipt of which is hereby acknowledged, and intending to be bound, Intel and
IntelIon agree as follows: 
 TERMS OF AGREEMENT 
 I. INTELLON’S OBLIGATIONS 
 A. Acknowledgement of Intel’s Trademark Rights 
 Intellon hereby recognizes and acknowledges Intel’s ownership rights in and to the INTEL trademark and all of the goodwill associated therewith, and Intellon agrees that Intel’s INTEL mark is famous,
enforceable, and valid. 
 B. The INTELLON Marks 
 Intellon
represents and warrants that the only names, marks, logos, slogans, titles, Internet domain names, toll-free telephone numbers, or other designations that Intellon has adopted, used, owned, possessed, applied to register or registered containing or
consisting of the letter string INTEL in any variation, alone or as a prefix or suffix, regardless of stylization, design or device, or any other confusingly similar designation of any kind, are the INTELLON trade name, trademarks, and service
marks, the intellon.com domain name, and the INTELLON trademarks registered in standard character form in the United States (Trademark Reg. No. 2114457 in International Class 9), Canada (Trademark Reg. No. TMA414229 in International Class 9),
Benelux (Trademark Reg. No. 509882 in International Classes 9 and 16), France (Trademark Reg. No. 92400560 in International Class 9), Germany (Trademark Reg. No. 2098963 in International Class 9), the United Kingdom (Trademark Reg.
No. 1486723 in International Class 9), Australia (Trademark Reg. No. A569940 in International Class 9) and Japan (Trademark Reg. 2720184 in International Class 9) (collectively, the “INTELLON Marks”). 
  

 -2- 










			
	Intel/Intellon Confidential	 	

  

 C. Discontinuation of Use of INTELLON in Stylized Mark/Logo 
 Except as expressly set forth below, by September 1, 2005 (the “Logo Change Deadline”), Intellon will permanently discontinue use of its existing
design marks and logos that contain INTELLON, and modify all uses of such design marks and logos (including without limitation uses on letterhead, signage, websites, and marketing collateral) such that the [*****] as preapproved in writing by Intel,
in Intel’s reasonable discretion, and will not emphasize, highlight, set apart, or distinguish in any way the letter string INTEL or INTELL as a whole from the remainder of the mark, or use an E subscripted in relation to the other letters. For
the avoidance of doubt, the parties agree that (i) color changes alone to Intellon’s existing design marks and logos are not sufficient to satisfy this requirement, (ii) this Section I.C. does not require Intellon to modify or
discontinue use of, or to make any change in, its word mark, INTELLON, its trade name in standard characters, “Intellon”, or its domain name, intellon.com, and (iii) this Section I.C. does not require Intellon to modify or
discontinue use of, or to make any changes in, trademarks, service marks, terms, phrases, designs, or devices that do not include the word “Intellon.” 
 Notwithstanding the foregoing Logo Change Deadline, following the Logo Change Deadline Intellon shall be permitted to continue limited use of the Intellon logo only as follows: (1) use, for a period of [*****] following the Logo Change
Deadline, of its inventory of printed sales and product collateral materials, including printed folders and promotional items (such as shirts, cups, coasters, USB drives, pens), which are existing or on order as of the Logo Change Deadline;
(2) use, for a period of [*****] following the Logo Change Deadline, of (a) any video content used for product testing and demonstration purposes, which is existing or on order as of the Logo Change Deadline, (b) product prototypes
and demonstration devices existing or in production as of the Logo Change Deadline, and (c) product inventory not specifically included in the later phase-out periods in Sections (I)(C)(3) and (I)(C)(4)below (such as production test
systems, evaluation kits, and reference design samples), existing or in production as of the Logo Change Deadline; (3) use and sale, for a period of [*****] following the Logo Change Deadline, of HomePlug and PowerPacket integrated circuit
inventory assembled prior to the Logo Change Deadline, as long as Intellon makes best efforts to exhaust such inventory as early as reasonably possible; and (4) use and sale, for a period of [*****] following the Logo Change Deadline, of Spread
Spectrum Communications (SCC) integrated circuit inventory assembled prior to the Logo Change Deadline, as long as Intellon makes best efforts to exhaust such inventory as early as reasonably possible. Notwithstanding the above, as long as Intellon
has made best efforts as required in Sections 1(C)(3) and I(C)(4) above, Intellon shall not be in breach of this Agreement if no more than [*****] under Section (I)(C)(3), and [*****] under Section (I)(C)(4), remain and are sold after
the deadlines set forth in Sections (I)(C)(3) and (I)(C)(4), respectively. 
 To obtain Intel’s preapproval of proposed changes to the INTELLON
logo and design marks, Intellon must send notice, according to the provisions set forth in Section III.M. below, of its proposed revisions, and receive written confirmation from Intel of receipt in accordance with the terms set forth in
Section III.M. To preapprove or disapprove the proposed changes to the INTELLON logo and design marks, Intel must send notice, according to the provisions set forth in 

  

 -3- 










			
	Intel/Intellon Confidential	 	

  

 
Section III.M below of its preapproval or disapproval of the proposed changes to the INTELLON logo and design marks. Thereafter, in the event Intel
fails to send notice to Intellon of Intel’s preapproval or disapproval of any changes to the INTELLON logo and design marks proposed by Intellon in accordance with the terms set forth in Section III.M within fourteen (14) days after
Intellon submits such design mark or logo to Intel for approval, Intel shall have an additional seven (7) day grace period (the “Grace Period”) to send notice of its preapproval or disapproval of the proposed changes to the INTELLON
logo and design marks proposed by Intellon in accordance with the terms set forth in Section III.M. If Intel fails to send notice of its approval or disapproval of the changes to the INTELLON logo and design marks within the Grace Period in
accordance with the provisions of Section III.M, the changes to the INTELLON logo and design marks proposed by Intellon shall be deemed preapproved. In the event Intel disapproves any proposed changes to the INTELLON logo or design mark
submitted by Intellon for approval by Intel pursuant to this Section I.C, the notice of disapproval shall describe the specific reason for disapproval. In the event Intel sends notice(s) of disapproval of the changes to the INTELLON logo and
design marks in accordance with the provisions set forth in Section III.M, such that Intel has not preapproved or been deemed to have preapproved a change to the INTELLON logo and design marks at least sixty (60) days prior to Logo Change
Deadline, the Logo Change Deadline shall be extended to the date that is sixty (60) days after the date on which such preapproval or deemed preapproval has been obtained. In the event that Intellon has not submitted a logo/design mark change
acceptable to Intel by the Logo Change Deadline, and Intel determines in its reasonable discretion that the cause of this delay is a lack of good faith on the part of Intellon to fulfill the requirements of this Agreement, then the provision from
the Technology Collaboration and License Agreement (Section 2.1) requiring that Intel provide reasonable assistance to Intellon in the marketing and sale of certain Intellon HomePlug products shall be contingent on Intellon’s logo change
as required herein such that Intel reserves the right to suspend this marketing assistance obligation until Intellon has obtained Intel’s preapproval on the new logo/design mark as required in this Agreement. 
 Intel expressly agrees that the following marks are acceptable as a name, trade name, trademark and service mark and do not require preapproval from Intel, in order of
Intel’s preference: [*****], as long as the stylization conforms with the requirements set forth above. 
 D. [*****], except as otherwise expressly set
forth below. For purposes of this Agreement, use includes but is not limited to use of INTELLON as a trade name, as a company name, in a logo or slogan, on web sites, in correspondence, on letterhead, business cards, and promotional and marketing
materials, and on signage. [*****]. 
 Notwithstanding the foregoing, the parties agree that Intellon may adopt marks that incorporate the following
words/terms so long as these marks do not emphasize, highlight, set apart, or distinguish in any way the letter string INTEL or INTELL as a whole from the remainder of the mark, or use an E subscripted in relation to the other letters: [*****] Intel
shall give notice of preapproval or disapproval of such marks in accordance with the provisions set forth in Section I.C. for preapproval of logos and design marks. In the event Intel sends notice(s) of disapproval of such marks in accordance
with the provisions set forth in Section III.M, such that Intel has not preapproved a mark 

  

 -4- 










			
	Intel/Intellon Confidential	 	

  

 
at least six (6) months prior to the [*****], the [*****] shall be extended to the date that is six (6) months after the date on which such
preapproval or deemed preapproval has been obtained. In the event that Intellon has not submitted [*****], and Intel determines in its reasonable discretion that the cause of this delay is a lack of good faith on the part of Intellon to fulfill the
requirements of this Agreement, then the provision from the Technology Collaboration and License Agreement (Section 2.1) requiring that Intel provide reasonable assistance to Intellon in the marketing and sale of certain Intellon HomePlug
products shall be contingent on Intellon’s [*****] as required herein such that Intel reserves the right to suspend this marketing assistance obligation until Intellon has obtained Intel’s preapproval on the [*****] as required in this
Agreement. 
 Intel expressly agrees that the following words are acceptable as a name, trade name, trademark and service mark and do not require preapproval
from Intel, in order of Intel’s preference: [*****], as long as the stylization conforms with the requirements set forth above. 
 Notwithstanding the
foregoing [*****], following the [*****] Intellon shall be permitted to continue limited use of the [*****] only as follows: (1) use, for a period of [*****] following the [*****], of its inventory of printed sales and product collateral
materials, including printed folders and promotional items (such as shirts, cups, coasters, USB drives, pens), which are existing or on order as of the [*****]; (2) use, for a period of [*****] following the [*****], of (a) any video
content used for product testing and demonstration purposes, which is existing or on order as of the [*****], (b) product prototypes and demonstration devices existing or in production as of the [*****], and (c) product inventory not
specifically included in the later phase-out periods in Sections (I)(D)(3) and (I)(D)(4) below (such as production test systems, evaluation kits, and reference design samples), existing or in production as of the [*****]; (3) use and sale,
for a period of [*****] following the [*****], of HomePlug and PowerPacket integrated circuit inventory assembled prior to the [*****], as long as Intellon makes best efforts to exhaust such inventory as early as reasonably possible; and
(4) use and sale, for a period of [*****] following the [*****], of Spread Spectrum Communications (SCC) integrated circuit inventory assembled prior to the [*****], as long as Intellon makes best efforts to exhaust such inventory as early as
reasonably possible. Notwithstanding the above, as long as Intellon has made best efforts as required in Sections I(D)(3) and I(D)(4) above, Intellon shall not be in breach of this Agreement if no more than [*****] under Section (I)(D)(3),
and [*****] under Section (I)(D)(4), remain and are sold after the deadlines set forth in Sections (I)(D)(3) and (I)(D)(4), respectively. 
 [*****] before the last day of any of the extended Logo Change Deadlines listed in Section I(C)(2), I(C)(3) or I(C)(4) above, then the applicable extended Logo Change Deadline(s) in the applicable aforementioned sections will be
extended further to the related extended [*****] listed in Sections I(D)(2), I(D)(3) and (I)(D)(4), respectively, in order to avoid sequential changes to [*****]. 
 E. Confirmation of Discontinuation of Use 
 1. Intellon will provide Intel with written confirmation of the
permanent discontinuation of use of INTELLON in Intellon’s stylized marks/logos as required in Section I.C. by having an officer of Intellon sign a letter substantially in the form of Exhibit A and delivering it to Intel 

  

 -5- 










			
	Intel/Intellon Confidential	 	

  

 
according to the Notice provision below for receipt by Intel no later than fourteen (14) days after the Logo Change Deadline and each extended Logo
Change Deadline per the provisions of Section I.C. 
 2. [*****], Intellon will provide Intel with written confirmation of the permanent
discontinuation of [*****] as required in Section I.D. by having an officer of Intellon sign a letter substantially in the form of Exhibit B and delivering it to Intel according to the Notice provision below for receipt by Intel within
fourteen (14) days after the [*****] and each extended [*****] per the provisions of Section I.D. Intellon shall include in such letter copies of the documents [*****]. 
 F. Abandonment/Cancellation of Trademark Applications/Registrations 
 [*****], Intellon agrees to expressly abandon or cancel
any and all trademark applications and/or registrations [*****], specifically including but not limited to the marks listed in Section I.B. Express abandonment and/or cancellation of these applications and registrations by Intellon will be
effected by executing appropriate documents and filing them with the appropriate trademark offices within fourteen (14) days after Intel [*****]. Intellon agrees to contemporaneously forward to Intel a copy of all such filings according to the
Notice provisions below. 
 G. [*****] 
 Notwithstanding the
other provisions of this Agreement, [*****], Intellon agrees to [*****] within two years after the [*****], and to cooperate with Intel to effectuate such [*****]. For the two-year period following the [*****], Intellon will use the [*****], only to
[*****]. 
 H. Exception for Archival and Historical Use 
 Notwithstanding the other provisions of this Agreement, Intellon shall be permitted to continue to retain, use and display, solely for archival and historical use (including, but not limited to, the use and display of such items on awards,
plaques, certificates, products, and packaging and company records and correspondence created prior to the respective deadlines set forth in Sections I.C. and I.D. of this Agreement, and the use and display of such items in corporate histories,
in comparisons of old and new products, and when referring third parties to communications or correspondence created prior to the respective deadlines set forth in Sections I.C. and I.D. of this Agreement) (a) the existing design marks and
logos that contain INTELLON and (b) [*****]. 
 I. Non-Use of [*****] 
 For a period of [*****] after the [*****], Intel shall not affirmatively license or sell to any third party any rights it may have in the [*****] without the prior written consent of Intellon, which shall not be
unreasonably withheld. In addition, for a period of [*****] after the [*****], Intel will not [*****] but reserves its right to use and/or register INTEL-based marks that have additional elements added on 

  

 -6- 










			
	Intel/Intellon Confidential	 	

  

 
(including, but not limited to, acronyms) that may be identical to or resemble [*****], as long as such marks do not include the [*****] as a single unitary
element. In addition, for a period of [*****] after the [*****], Intel shall not use the [*****] on [*****] products similar to those currently manufactured by Intellon, which are designed to use existing electrical wiring and outlets in the home or
small business to network certain electronic devices. 
 J. Use of [*****] 
 Provided that Intellon complies with its obligations pursuant to this Agreement or any other agreement between the parties regarding the parties’ trademarks, Intel shall not make any claim or take any adverse
action against Intellon or its subsidiaries, affiliates, licensees, customers or agents for their use prior to the Logo Change Deadline, or extended Logo Change Deadline, of the existing design marks and logos that contain INTELLON or for their use
prior to [*****]. 
 K. Confidentiality of [*****] 
 Intellon
shall keep strictly confidential in perpetuity the [*****] pursuant to the Agreement and the [*****], and Intellon will not now or hereafter disclose the [*****] to any other party. Intellon shall handle such information with the same or higher
level and degree of care that it uses for its most confidential and sensitive technical and competitive trade secret information. The parties agree that this confidentiality provision is a material term of this Agreement, and a breach of this
provision will constitute a material breach of this Agreement. Notwithstanding the foregoing, Intellon may disclose the [*****]: (1) to their legal advisors [*****] advisors or authorities for legal advice or [*****]; (2) as required by
court order or by the rules of civil procedure in litigation pursuant to a protective order maintaining the confidentiality of this information, after giving [*****] notice to Intel; (3) as required to comply with the disclosure obligations of
applicable securities laws; and (4) to bona fide prospective investors, financing sources or potential acquirers as required in connection with due diligence related to a bona fide financing transaction or a merger, consolidation, or sale of
all or substantially all of the assets of Intellon, so long as prior to any such disclosure the recipient of the disclosure is bound to hold the information under confidentiality restrictions similar in force to those provided in this
Section I.K., and this Agreement is redacted as preapproved by Intel in writing to exclude all references to [*****]. 
 Should Intellon at any time
disclose either the [*****], to any other party except as expressly allowed above, Intellon will be deemed to have [*****] pursuant to this Agreement. Such [*****] will not affect or eliminate Intellon’s other obligations contained in this
Agreement and does not [*****]. Intellon’s [*****] will be in addition to any other remedies Intel may have available at law or in equity and Intel expressly reserves all rights to pursue any and all such remedies. 
 Neither party shall make any formal or prominent public announcement regarding this Agreement. 
  

 -7- 










			
	Intel/Intellon Confidential	 	

  

 II. INTEL’S OBLIGATIONS 
 A. [*****] 
 Subject to and conditioned upon Intellon’s compliance with the terms and conditions of this Agreement, [*****]. Provided that
Intellon has complied with Section I.C. of this Agreement, [*****] Provided that Intellon is in full compliance with all the terms and obligations contained in this Agreement, including without limitation the [*****] Intellon agrees and
understands that it must complete, execute, and return to Intel [*****]. Intel will not be in breach of this Agreement if Intel has not [*****] 
 III.
GENERAL TERMS 
 A. Geographic Scope of Agreement 
 The geographic
scope of this Agreement is worldwide. 
 B. Successors and Assigns 
 This Agreement shall extend to, inure to the benefit of, and be binding upon the parties hereto and their respective directors, officers, partners, proprietors, attorneys, agents, servants, employees, representatives, affiliates,
subsidiaries, shareholders, predecessors, and successors and assigns. 
 C. Entire Agreement 
 This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior negotiations and agreements, whether written or oral, relating to such subject
matter, and specifically, this Agreement supersedes and governs any conflicting or contradictory terms and/or conditions in the October 12, 1994 agreement between the parties. This Agreement may not be altered, amended, modified, or otherwise
changed in any respect except by an instrument in writing duly executed by authorized representatives of each of the parties hereto. 
 D. Representation by
Counsel 
 The parties to this Agreement acknowledge that they have received legal counsel concerning the matter resolved by this Agreement and the Agreement
itself. 
  

 -8- 










			
	Intel/Intellon Confidential	 	

  

 E. Disputes and Interpretation 
 1. Breach or Default. 
 Nothing in this Agreement will be construed so as to impair any legal or equitable
right of any party hereto to enforce any of the terms of this Agreement by any means, including without limitation, an action for damages or a suit to obtain specific performance of any or all of the terms of this Agreement. It is hereby expressly
acknowledged by all parties to this Agreement that a breach hereof by Intellon will cause such injury as U.S. federal law and the laws of the States of Delaware and California recognize as immediate and irreparable and that preliminary and permanent
injunctive relief would be appropriate in the event of such breach. 
 2. Governing Law. 
 This Agreement and all actions for the breach thereof will be governed, construed, and interpreted in accordance with the laws of the State of Delaware
without regard to or application of choice of law rules or principles. The parties further acknowledge and agree that any non-contractual cause of action that either party may assert, including but not limited to trademark infringement, trademark
dilution, passing off, false designation of origin, unfair competition and other noncontractual causes of action, will be governed by U.S. federal law and the law of the State of California. 
 3. Forum. 
 The parties agree that any action
arising out of or in connection with this Agreement shall be brought in the United States District Court for the Northern District of California or in the Superior court for the county of Santa Clara, California, which courts shall have exclusive
jurisdiction over any such action, and each of the parties hereby consents to the personal jurisdiction of, and waives any objection to venue in, such courts. 
 F. Each Party to Bear Its Own Costs and Attorneys’ Fees 
 Each party agrees that it shall bear its own costs and attorneys’ fees
associated with the substance of this matter and its amicable resolution through this Agreement. 
 G. Representation as to Authority 
 The parties to this Agreement represent and warrant that they have the sole right and exclusive authority to execute this Agreement and that they have not sold, assigned,
transferred, conveyed, or otherwise disposed of any interest, right, claim or demand, or portion thereof, relating to any matter in this Agreement. 
  

 -9- 










			
	Intel/Intellon Confidential	 	

  

 H. Severability 
 If any
provision of this Agreement is determined by a court of competent jurisdiction to be invalid, illegal or unenforceable, such determination shall not affect the validity of the remaining provisions unless Intel determines in its discretion that the
court’s determination causes this Agreement to fail in any of its essential purposes. 
 I. Headings 
 The paragraph headings contained in this Agreement are provided for convenience only and shall not be considered in the interpretation and construction of this Agreement.

 J. Execution of Other Documents 
 The parties agree to
cooperate to effect the intent and terms of this Agreement and agree to execute such any and other papers or documents required or necessary to effect the terms and obligations contained in this Agreement. 
 K. Waiver 
 The failure of either party at any time or times to demand strict
performance by the other party of any of the terms or conditions of this Agreement shall not be construed as a permanent or continuing waiver or relinquishment thereof and each may at any time demand strict and complete performance by the other of
said terms and conditions. 
 L. Survival 
 Rights and
obligations under this Agreement which by their nature should survive, including but not limited to all rights and obligations in Sections I and III, will remain in effect after termination or expiration of this Agreement. 
 M. Notice 
 All notices, consents, requests and demands to or upon the
respective parties hereto must be in writing and delivered either in person, by mail (certified or registered mail, postage prepaid), by facsimile (but only if followed by a prompt confirmation by personal delivery or mail in accordance with the
foregoing), or by Federal Express or a similar recognized courier service (all charges prepaid), to the following addresses (“Notice”). Such Notice will be effective upon receipt. 
  

 -10- 










			
	Intel/Intellon Confidential	 	

  

 For Intel Corporation: 
 Attn: Director of Trademarks and Brands Legal 
 Intel Corporation 
 Mailstop SC4-203 
 2200 Mission College Blvd 
 Santa Clara, CA 95052 
  

 -11- 










			
	Intel/Intellon Confidential	 	

  

 For Intellon; 
 Intellon Corporation 
 Attn: Chief Executive Officer 
 5100 West Silver Springs Blvd. 
 Ocala, FL 34482 
 N.
Execution 
 The Agreement will be executed in duplicate, with each Agreement being executed in full and without counterparts. 
 IN WITNESS WHEREOF AND INTENDING TO BE BOUND, the parties hereby execute this Agreement through their duly authorized representatives. 
  

									
	INTEL CORPORATION	 		  	INTELLON CORPORATION
					
	By:	 	  
	 		  	By:	 	  

					
	Name:	 	  
	 		  	Name:	 	  

					
	Title:	 	  
	 		  	Title:	 	  

					
	Date:	 	  
	 		  	Date:	 	  


  

 -12- 










			
	Intel/Intellon Confidential	 	

  

 EXHIBIT A 
 Via U.S. Post Office Registered Mail 
 Date:
                     
 Intel Corporation

 Director of Trademarks and Brands Legal 
 2200 Mission College
Blvd. 
 Mailstop SC4-203 
 Santa Clara, CA 95052-8119 

Re: Compliance with Trademark Agreement 
 Dear
                                        :

 This letter will confirm that Intellon Corporation (“Intellon”) has fully performed its obligations through the date hereof under
Section I.C.              of the Trademark Agreement with Intel Corporation dated
                     (“Agreement”). 
 I
certify that I am an officer (or authorized representative) of Intellon duly authorized to make these statements and that all statements made of my own knowledge are true and that all statements made on information and belief are believed to be
true. 
 Sincerely, 
 Intellon Corporation 
  

	
	  

	Signature
	
	  

	Name & Title

  

 -13- 










			
	Intel/Intellon Confidential	 	

  

 EXHIBIT B 
 Via U.S. Post Office Registered Mail 
 Date:                     
 Intel
Corporation 
 Director of Trademarks and Brands Legal 
 2200
Mission College Blvd. 
 Mailstop SC4-203 
 Santa Clara, CA
95052-8119 
 Re: Compliance with Trademark Agreement 
 Dear
                                        :

 This letter will confirm that Intellon Corporation (“Intellon”) has fully performed its obligations through the date hereof under
Section I.D.             of the Trademark Agreement with Intel Corporation dated
                     (“Agreement”). 
 <Insert the following as applicable:> In addition, pursuant to Section I.F. of the Agreement, Intellon has caused to be filed with the appropriate trademark offices [*****]. 
 <Insert the following as applicable:> In addition, enclosed are copies of the documents that [*****]. 
 I certify that I am an officer (or authorized representative) of Intellon duly authorized to make these statements and that all statements made of my own knowledge are
true and that all statements made on information and belief are believed to be true. 
 Sincerely, 
 Intellon Corporation 
  

	
	  

	Signature
	
	  

	Name & Title

  

 -14- 










			
	Intel/Intellon Confidential	 	

  

 EXHIBIT C 
 TAX IDENTIFICATION NUMBER FORM 
  

 -15- 










			
	Intel/Intellon Confidential	 	

  

 Intel Corporation 
 5200
NE Elam Young Parkway 
 Hillsboro, OR 97124-6497 
 Tracking Number                              Substitute W-9 
  

													
	Supplier Number	 		 	  
	  		  	Intel Buyer	  		  	  

	(If applicable)	 		 		  		  	Phone	  		  	  


  

					
		 	COMPANY/BUSINESS NAME	  	  

		 	ADDRESS	  	  

		 		  	  


 Federal Law requires withholding of 31% federal income tax from payments made to suppliers for which we do not
have a Tax Identification number. Funds withheld can only be refunded by the IRS. IF YOU ARE AN INDIVIDUAL OR A SOLE-PROPRIETOR, PAYMENTS MUST BE MADE AND REPORTED UNDER YOUR NAME. PLEASE PRINT THE NAME THAT NEEDS TO BE
REPORTED. If you have any questions regarding this issue, please contact the IRS. NOTE: Merchandise and reimbursements will not be separated from reportable dollars. 
 Your Tax Identification Number is a nine digit number assigned by the either the Social Security Administration or the IRS. If you do not have a Federal Employer
Identification number (FEIN), you will need to use your Social Security Number (SSN). 
 Please complete the appropriate section below. Then
fill out the last section and return this form. Thank you. 
  

									
	Individual?	  		  	YOUR NAME	  	  

		  		  		  	  Social Security Number (SSN)              -          -
            
				
	Sole Proprietor?	  		  	YOUR NAME	  	  

		  	        BUSINESS NAME	  		  	  


 Social Security Number (SSN)
             -          -              OR FEIN
         -                      
         (This is either your Social Security Number OR your Federal Employer ID Number) 
 Partnership?                                    
    FEIN          -                     
  

 -1- 










			
	Intel/Intellon Confidential	 	

  

 Incorporated Attorney or Legal Firm? 
 Corporation/Incorporated?                FEIN          -
                     
 Non-Profit?                                    
   (This is your Federal Employer ID number) 
 Government Agency? 
 Print Name:                                    
     Title:
                                        
     Date:
                                        
             
 Signature:
                                        
                                     Phone number:
                                        
                 
  

 -2- 










			
	Intel/Intellon Confidential	 	

  

 EXHIBIT C 
 HomePlug IA Agreement 
 Confidential 
 AGREEMENT REGARDING HOMEPLUG POWERLINE ALLIANCE 
 This Agreement Regarding HomePlug Powerline
Alliance is entered effective as of June 10, 2005 between Intel Corporation (Intel) and Intellon Corporation (Intellon). 
 RECITALS

 WHEREAS, Intel and Intellon have determined that a viable, effective, broadly-supported organization to promote an industry standard for
powerline communications, including in-home powerline communications and broadband connections to the home (“PLC Organization”) is beneficial to both parties; 
 WHEREAS, Intel and Intellon agree that the governing body or board of directors of such PLC Organization should consist of large, high-profile technology and service companies interested in setting industry
standards for powerline communications; 
 WHEREAS, as an additional inducement for Intel to purchase shares of Intellon’s Series B
Convertible Preferred Stock (the “Series B Stock”) for an aggregate purchase price of [*****], Intellon and Intel have agreed to support and take certain steps to effect changes to the Homeplug Powerline Alliance, Inc. (“Homeplug
IA”) to make its governance structure more consistent with the goals described above; 
 NOW, THEREFORE, for and in consideration of the
foregoing and of the mutual representations, promises, terms, and conditions contained herein, receipt of which is hereby acknowledged, and intending to be bound, Intel and Intellon agree as follows: 
 TERMS OF AGREEMENT 
  

	1.	HomePlug IA Agreements. 

  

	 	1.1.	Homeplug IA Board and Membership Structure. [*****]: 

  

	 	a.	[*****]. 

  

	 	b.	[*****]. 

  

 -1- 










			
	Intel/Intellon Confidential	 	

  


	 	c.	[*****]. 

  

	 	d.	[*****]. 

  

	 	e.	[*****]. 

  

	 	f.	[*****]. 

  

	 	g.	[*****]. 

  

	 	1.2.	Changes to form of HomePlug IA Agreements. [*****]: 

  

	 	a.	[*****]. 

  

	 	b.	[*****]. 

  

	 	1.3.	Support and Influence. [*****]. 

  

	 	1.4.	Membership and Publicity. [*****]. 

  

	 	2.	[*****]. 

 In witness whereof, the parties have executed this Agreement
effective as of June 10, 2005. 
  

					
	INTEL CORPORATION	 		 	INTELLON CORPORATION
			
	  
	 		 	  

	Signature	 		 	Signature
			
	  
	 		 	  

	Printed Name	 		 	Printed Name
			
	  
	 		 	  

	Title	 		 	Title

  

 -2- 










			
	Intel/Intellon Confidential	 	

  

 EXHIBIT D 
 Material Parts 
  

 -1- 








 Exhibit D to Technology Collaboration and License Agreement 
 Material Parts of the AV Design 
 AV Design 

 The Material Parts of the Initial Design are shown below. If the Material Parts of a Subsequent Design to be delivered to Intel are different from the
Material Parts of the Initial Design, Intellon will deliver to Intel a list of the Material Parts of such Subsequent Design as soon as such information is available, or, if later, whenever Intel requests. 
 Intellon shall include the following notice at the top of all electronic (e.g., VHDL code) and printed material which constitutes a Material Part of Intellon’s
HomePlug AV Design: “This represents a Material Part of Intellon’s HomePlug AV Design. Use of this material is governed by the Technology Collaboration and License Agreement, which Intellon and Intel entered into on
June 10, 2005.” 
 [*****]: 
 [*****] 
 [*****] 
 List of
abbreviations: 
 [*****] 
 PHY: 
 The Material Parts of [*****] are indicated below in the shaded (red, if in color) blocks. The Material Parts of [*****], shown
in the top level in a shaded (red, if in color) and white cross hatch pattern, are identified in the subsequent diagrams, which provide more detail of these blocks. In those subsequent diagrams, the Material Parts of [*****] are indicated in the
shaded (red, if in color) blocks. Additional information with respect to the Material Parts of [*****] is provided following the diagrams. 
 [*****] 
 [*****] 
 [*****]

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

 -1- 









	 	1.1.	[*****] 

 [*****] 
 AFE Design 
 Intellon will deliver to Intel a list of the Material Parts of
any AFE Design as soon as such information is available, or, if later, whenever Intel requests. 
  

 -2-