Purchase AgreementServices Phase 2, dated December 23, 2009, by and between the Company and Intel Corporation

SURVIVAL

MERGER, MODIFICATION

Overview

States the project goal

Defines the roles and responsibilities for the project team members

Lists the deliverables and associated fees

Lists the product performance criteria (in Appendix A)

Project Goal

Roles and Responsibilities

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

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

Travel to lmpinj facilities as Intel deems necessary or desirable for engineering meetings and review of contract deliverables

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

Assign engineering resources on a full or part-time basis and provide the name of lmpinj's engineering lead at SOW signing

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

Use commercially reasonable efforts to demonstrate performance of the Hannegan [***] that meets or exceeds the specifications included in Appendix A

Impinj shall not be responsible of [***]

Definitions:

Project Scope, Fees, and Acceptance Criteria

Project Management

Project Milestones and Deliverables

PRICING

Prices for Items (excluding engineering samples) provided under this Agreement are set forth on the Pricing Addendum.  At Buyer's request, such prices may be modified in writing pursuant to periodic negotiations between the parties.  Additional costs, except those described on the Pricing Addendum, will not be reimbursed without Buyer's prior written approval.

Most Favored Customer

The price charged Buyer for any Item shall always be Supplier's lowest price charged any customer for that Item regardless of any special terms, conditions, rebates, or allowances of any nature (other than annual purchase volumes as described below).  If Supplier sells any similar Item to any customer at a price less than that set forth herein, Supplier shall adjust its price to the lower price for any un-invoiced Item and for all outstanding and future invoices for such Item, and shall rebate to Buyer an amount equal to the difference in the price paid by Buyer and the lower price for any invoices already paid by Buyer for such Item.  Each of the above adjustments and the rebate shall be calculated from the date Supplier first sells the Item at the lower price.

Supplier will provide reasonable commercial evidence that the items being compared are not “similar”.  For Items designated as custom Items, for purposes of comparing price under this Section, the price of the Item shall include those Supplier cost components that are generic to the Item as compared to other similar items generally sold by Supplier.  Such comparison shall be made to the extent items have similar characteristics, such as form, fit, function (e.g., memory size), manufacturing process, annual purchase volumes and other specific comparison criteria agreed upon by the parties.  For the purpose of this Section 1.B.ii, the Buyer's annual purchase volume shall be considered identical if it is within twenty five percent (25%) of the annual purchase volume for the comparable item by the comparison buyer.

In the event Supplier offers for the Item or a similar Item a lower price either as a general price drop or only to some customer(s) for any reason, Supplier shall immediately inform Buyer of this price and price protect Buyer's inventory of affected Items by rebating to Buyer an amount equal to the difference in the price paid by Buyer and the lower price for all such Items pulled into Buyer's manufacturing process for consumption retroactive to the date Supplier first sells the Item at a lower price.

Buyer reserves the right to have Supplier's records inspected and audited to ensure compliance with this Section 1.B (Most Favored Customer).  At Buyer's option or upon Supplier's written demand, such audit will be performed by an independent third party at Buyer's expense.  However, if Supplier is found not to be complying with this Agreement in any way, Supplier shall reimburse Buyer for all costs associated with the audit, along with any discrepancies discovered, within thirty (30) days after completion of the audit.  Supplier shall have the option to review the independent third party's findings prior to the release of such findings to Buyer.  If Supplier disagrees with the findings for any reason, Supplier shall have the right to issue a letter in response, which will be included with the third party's findings to the Buyer.  The results of such audit shall be kept confidential by the auditor and, if conducted by a third party, only Supplier's failures to abide by the obligations of this Agreement shall be reported to Buyer.

Inventory Protection

Taxes

All applicable taxes, including but not limited to sales/use taxes, transaction privilege taxes, gross receipts taxes, and other charges such as duties, customs, tariffs, imposts, and government imposed surcharges shall be stated separately on Supplier's invoice Supplier shall remit all such charges to the appropriate tax authority unless Buyer provides sufficient proof of tax exemption.  In the event that Buyer is prohibited by law from making payments to Supplier unless Buyer deducts or withholds taxes therefrom and remits such taxes to the local taxing jurisdiction, then Buyer shall duly withhold such taxes and shall pay to Supplier the remaining net amount after the taxes have been withheld.  Buyer shall not reimburse Supplier for the amount of such taxes withheld.

When property is delivered and/or services are provided or the benefit of services occurs within jurisdictions in which Supplier collection and remittance of taxes is required by law, Supplier shall have sole responsibility for payment of said taxes to the appropriate tax authorities.  In the event Supplier does not collect tax from Buyer, and is subsequently audited by any tax authority, liability of Buyer will be limited to the tax assessment, with no reimbursement for penalty or interest charges.  Each party is

responsible for its own respective income taxes or taxes based upon gross revenues, including but not limited to business and occupation taxes.

ACCEPTANCE AND WARRANTY

Buyer may inspect and test all Items at reasonable times before, during, and after manufacture.  If any inspection or test is made on Supplier's premises, Supplier shall provide reasonable facilities and assistance for the safety and convenience of Buyer's inspectors in such manner as shall not unreasonably hinder or delay Supplier's performance.  All Items shall be received subject to Buyer's inspection, testing, approval, and acceptance at Buyer's premises notwithstanding any inspection or testing at Supplier's premises or any prior payment for such Items.  Items rejected by Buyer as not conforming to this Agreement or Item specifications, whether provided by Buyer or furnished with the Item, may be returned to Supplier at Supplier's risk and expense and, at Buyer's request, shall immediately be repaired or replaced.

Supplier makes the following warranties regarding Items furnished hereunder, which warranties shall survive any delivery, inspection, acceptance, payment, or resale of the Items:

Items will not infringe any party's intellectual property rights;

Supplier has the necessary right, title, and interest to provide said Items to Buyer, and the Items will be free of liens and encumbrances;

Items are new, and of the grade and quality specified in writing by the parties;

Items are free from defects in workmanship and material, conform to all drawings, descriptions, and specifications furnished or published by Supplier in writing and to any other agreed-to written specifications;

Items conform to the manufacturing quality provisions set forth in the QR Addendum as attached to the agreement;

If Supplier breaches any of the foregoing warranties, or Items are otherwise defective or non-conforming, during a period of three (3) years after Buyer's delivery of Items, as Buyer's sole remedy, Supplier shall, at Buyer's option, promptly repair, replace, or credit the amount paid for such Items.  Any unused credit remaining after two (2) quarters shall be refunded to Buyer.  Supplier shall bear the cost of shipping and shall bear the risk of loss of all defective or non-conforming Items while in transit.

INTELLECTUAL PROPERTY INDEMNIFICATION

the Items or their use or sale by Buyer or Buyer's subcontractors, distributors, or agents; or

the performance of any Services provided by Supplier, its agents, or subcontractors under the agreement.

Buyer shall notify Supplier of such claim or demand and shall permit Supplier to assume sole control of the defense or settlement thereof.  If an injunction issues as a result of any claim or action and Supplier has not already performed (i), (ii), (iii) or (iv) below, Supplier agrees at its expense and Buyer's option to either:

if reasonably available, procure for Buyer and Buyer's customers the right to continue using and selling Items;

replace them with non-infringing Items; or

modify them so they become non-infringing; or;

if (i), (ii) or (iii) are not reasonably available, credit to Buyer the amount paid for any Items to the extent representing actual costs, expenses (including attorneys' fees), losses, damages, or liabilities subject to indemnification under Section A above.  Any unused credit remaining after two (2) quarters shall be refunded to Buyer.

Regardless of which of the foregoing remedies is implemented, and without limiting any other remedies available to Buyer at law or in equity, if Buyer incurs out-of-pocket rework expenses and incremental costs to procure alternative products for the Items (as long as such products are commercially available), Supplier shall reimburse Buyer such expenses and costs incurred by Buyer as required to fill any orders placed by Buyer as of the effective date of the injunction.

Buyer's right to indemnification shall not apply to the extent that:

Custom Items are manufactured to Buyer's detailed specifications, including, but not limited to the detailed specifications of ^[***], pursuant to a collaboration or other form of co-development agreement between the parties and such infringement would not have occurred but for complying with such detailed specifications, or

Items are used in combination with other equipment, software or other products not manufactured, supplied, required or recommended in writing by Seller and such infringement would not have occurred but for such combination.

THE FOREGOING STATES THE ENTIRE SET OF OBLIGATIONS AND REMEDIES FLOWING BETWEEN BUYER AND SUPPLIER ARISING FROM ANY INTELLECTUAL PROPERTY CLAIM BY A THIRD PARTY.

TERMINATION FOR CONVENIENCE

Buyer may terminate this Agreement or any Purchase Order or Release issued, or any part thereof, at any time for its sole convenience by giving written notice of termination to Supplier.  Upon Supplier's receipt of such notice, Supplier shall, unless otherwise specified in such notice, immediately stop all work hereunder and give prompt written notice to and cause all of its suppliers or subcontractors to cease all related work.

There shall be no charges for termination of orders for standard Items.  Paragraphs C through E of this Section 5 shall govern Buyer's payment obligation for custom Items.  Custom Items are Items manufactured to Buyer's specifications solely for Buyer and offered or sold to no other customer.  Notwithstanding anything to the contrary, Supplier shall not be compensated in any way for any work done after receipt of Buyer's notice, nor for any costs incurred by Supplier's vendors or subcontractors after Supplier receives the notice, nor for any costs Supplier could reasonably have avoided.

Any claim for termination charges for custom Items, along with a summary of all mitigation efforts, must be submitted to Buyer in writing within forty five (45) days after receipt of Buyer's termination notice

Supplier's claim may include the net cost of custom work in process scheduled to be delivered within fifteen (15) days and that must be scrapped due to the termination.  Supplier shall, wherever possible, place such custom work in process in its inventory and sell it to other customers.  In no event shall such claim exceed the total price for the Items terminated.  Upon payment of Supplier's claim, Buyer shall be entitled to all work and materials paid for.

Before assuming any payment obligation under this section, Buyer may inspect Supplier's work in process and audit all relevant documents.

Notwithstanding anything else in this Agreement, failure to meet the delivery date(s) in the Purchase Order shall be considered a material breach of contract and shall allow Buyer to terminate the order for the Item and/or any subsequent Releases in the Purchase Order without any liability whether the Purchase Order was for standard or custom Items.

LEAD TIME — INVENTORY MANAGEMENT

CAPACITY UPSIDE

LIMITATION OF LIABILTY