[***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. Second Addendum to [***] Collaborative Development Program Agreement

The Term of the Agreement is hereby extended by one additional year period from March 15, 2013 through and including March 14, 2014 (“Second Extended Period”) in accordance with Section 11.1 of the Agreement and this Second Addendum. All references to the “Term” as used in the Agreement shall now mean the period from March 15, 2010 through and including March 14, 2014. During the Second Extended Period, Intermolecular agrees to provide capabilities summarized in accordance with Exhibit A. The Development Plan for the Second Extended Period (“Second Extended Development Plan”) shall be mutually agreed upon as soon as practicable and no later than April 15, 2013, in accordance with the guidelines and target criteria provided in Exhibit B and shall be signed and incorporated by reference herein.

Section 11.2 of the Agreement, “Termination for Convenience” is amended by adding the following.

If termination for convenience under this Section 1.2 is exercised during the First Window Period, the terminating party shall pay to Intermolecular all amounts due by such party up to the end of the quarterly period ending June 14, 2013 under Section 2.1, as well as US$[***] constituting such payment due for the quarterly period ending September 14, 2013 as a cancellation fee, and this Agreement will terminate with respect to the terminating party on June 14, 2013;

If termination for convenience under this Section 1.2 is exercised during the Second Window Period, the terminating party shall pay to Intermolecular all amounts due by such party up to the end of the quarterly period ending September 14, 2013 under Section 2.1, as well as US$[***] constituting such payment due for the quarterly period ending December 14, 2013 as a cancellation fee, and this Agreement will terminate with respect to the terminating party on September 14, 2013;

If termination for convenience under this Section 1.2 is exercised during the Third Window Period, the terminating party shall pay to Intermolecular all amounts due by such party up to the end of the quarterly period ending December 14, 2013 under Section 2.1, as well as US$[***] constituting such payment due for the quarterly period ending March 14, 2014 as a cancellation fee, and this Agreement will terminate with respect to the terminating party on December 14, 2013;

All amounts due from Toshiba and SanDisk under Section 3.1 below shall remain due and owing from Toshiba and SanDisk respectively, and shall be unaffected by any termination for convenience exercised under this Section 1.2; and

If either Toshiba or SanDisk (but not both) terminates for convenience under this Section 1.2 (“One-Party Termination”), the other may continue the CDP through the conclusion of the Second Extended Period by paying the terminating party’s share of the remaining amounts due under Section 2.1 of the Second Addendum below during the Second Extended Period, so that Intermolecular receives a cumulative total of US$[***] under Section 2.1 below; and

The license election date for Toshiba and SanDisk under Section 4.2.2 of the Original Agreement is unchanged by a termination for convenience under this Section 1.2, i.e. the license election shall be made within [***] after March 14, 2014, the conclusion of the Term as extended under this Second Addendum; and

In no event shall Intermolecular be entitled to receive more than the cumulative total of [***] US Dollars (US$[***]) under Section 2.1 below. In no event shall Intermolecular be entitled to receive less than [***] Dollars (US$[***]) per company or the cumulative total of [***] US Dollars (US$[***]) under Section 2.1 below.

Toshiba and SanDisk each will fund for the CDP under the Second Extended Development Plan for the Second Extended Period and each agrees to pay Intermolecular during the Second Extended Period [***] US Dollars (US$[***]) for a cumulative total of [***] US Dollars (US$[***]) in exchange for

During the Second Extended Period, Toshiba and SanDisk may request use of (i) an additional [***] to be added to the existing [***], or (ii) an additional [***] to be added to the existing [***], or (iii) a [***] to an existing [***] (each individually “Additional Capability”). If so requested, Toshiba and SanDisk each agree to pay Intermolecular [***] US Dollars (US $[***]) for each [***] period for the use of each such Additional Capability within [***] days from their respective receipt of the invoice to be issued by Intermolecular at the end of such [***].

In addition to any other license fees payable by Toshiba and SanDisk under Section 5.4 of the Agreement if applicable, Toshiba and SanDisk each agree to pay Intermolecular [***] US Dollars (US$[***]) for a cumulative total of [***] US Dollars (US$[***]) for the Intermolecular Background IP development license rights set forth in Section 4.1.1 in the CDP Field during the Second Extended Period. These license fees are noncancellable by Toshiba and noncancellable by SanDisk, and shall be paid by each of Toshiba and SanDisk respectively, regardless of whether Toshiba and/or SanDisk elects to terminate the Agreement prior to the conclusion of the Second Extended Period in accordance with Section 1.2 of this Second Addendum, provided, however, that Toshiba and/SanDisk shall not be required to pay these licensee fees or any portion thereof that will be due and payable if this Agreement is terminated for breach by Intermolecular as set forth in Section 11.3 of the Original Agreement. Intermolecular acknowledges and agrees that Toshiba’s and SanDisk’s exercise of such license includes internal pre-production development activities at fabrication and R&D centers controlled by Toshiba and/or SanDisk. For the avoidance of doubt, Toshiba’s and SanDisk’s exercise of such license is limited to the Term through the last day of the Second Extended Period (and not to any additional extended periods unless mutually agreed in writing). Intermolecular shall invoice each of Toshiba and SanDisk in [***] equal payments of [***] US Dollars (US$[***]) every [***] starting March 15, 2013, which are payable within [***] from receipt of valid invoices.

Subject to the provisions of this Second Addendum, the provisions of Section 4 to the First Addendum are incorporated into this Second Addendum by reference and such provisions are reaffirmed by the parties. The parties agree that all instances of “First Addendum” in Section 4 of the First Addendum shall be “Second Addendum” for meetings, communications and events undertaken on or after the Second Addendum Effective Date.

As of the Second Addendum Effective Date, Section 2.2.2 of the Agreement as modified by Section 4 of the First Addendum, is updated and modified as follows.

Prior to identifying an IP ownership category for any invention disclosure associated with the CDP, Intermolecular shall identify if such invention is subject to ownership by SanDisk and/or Toshiba as [***] and/or [***] under Section 3.2.4 (“Section 3.2.4 IP”).  For all inventions that Intermolecular identifies as Section 3.2.4 IP, Intermolecular shall assign and transfer to SanDisk and Toshiba its entire right, title and interest in and to the invention (including any invention disclosures, patent applications and issued patents).

If Intermolecular asserts that an invention is not Section 3.2.4 IP, Intermolecular shall provide, in writing, its reasoning for such assertion with particularity to SanDisk and Toshiba adequately in advance of the immediately following IP Committee meeting.  If the IP Committee does not unanimously agree that an invention is not Section 3.2.4 IP, Intermolecular shall not prepare and/or file any patent application describing and claiming such invention in any jurisdiction throughout the world. If the IP Committee agrees that an invention is not Section 3.2.4 IP, the parties shall proceed with the IP ownership categorization pursuant to Section 3 of the Agreement and each party may propose an IP ownership category for such invention.  If Intermolecular proposes a category other than [***], Intermolecular shall have the burden to establish why such invention is not [***] and shall identify with particularity the reasons therefor.  If the IP Committee does not unanimously agree that an invention is other than [***], Intermolecular shall not prepare and/or file any patent application describing and claiming such invention in any jurisdiction throughout the world. The parties agree to identify all invention categories in good faith and in accordance with the definitions of each category and Section 3 of the Agreement.

[Intentionally left blank.]

The parties hereby agree and understand that the standard applied in determining the ownership or Category of an invention is different from that applied in evaluating patentability (i.e., novelty and non-obviousness) and therefore an invention can still be based exclusively on an Intellectual Property Right even though such invention is patentably distinct from or patentable over such Intellectual Property Right.

Notwithstanding the expiration or termination of the Initial Term, Notwithstanding the expiration or termination of the Initial Term, the IP Committee shall continue to meet at least once a quarter to make decisions on filing of patent applications related to the inventions arising out of the CDP.    For the avoidance of doubt, Section 2.2.2 of the Original Agreement as modified by Section 4 of the First Addendum and Section 4 of this Second Addendum shall survive termination of the Agreement for an additional period of [***] after the expiration of the Initial Term. Intermolecular shall provide SanDisk and Toshiba with sufficient ongoing information to assess such filings and perfections through and including the first anniversary of the date if applicable in which SanDisk and Toshiba make a Section 4.2.2(A), 4.2.2(C) or 4.2.2(D) license election.

In case of One-Party Termination as contemplated in Section 1.2 (V) of this Second Addendum,

the terminating party shall still be entitled to participate to all IP Committee meetings regardless of the termination by such terminating party, provided, however, that the terminating party shall not claim the ownership to any Foreground IP which is exclusively and solely based on any DOE issued or identified after the date of termination with respect to the terminating party; and

provided the terminating party pays all its fees due to Intermolecular under this Second Addendum, the Licensed IP set forth in Section 1.28 of the Original Agreement shall also mean any Foreground IP in which Intermolecular has or will have any ownership that will be conceived or developed

The first sentence of Section 5.4.1(D) of the Original Agreement is amended such that (a) in line 3, “US$[***]” is replaced with “US$[***]”, and (b) in line 4, “US$[***]” is replaced with “US$[***]”.

Section 5.4.2 of the Original Agreement is amended such that the last row in Table 2B within Section 5.4.2 is amended such that each of the first and second 12 month periods following completion of the CDP (whether the license grant elected is exclusive or non-exclusive) is changed from [***] US Dollars (“US$[***]”) to [***] US Dollars (“US$[***]”).

For the avoidance of doubt, the amendments described in Section 5.1 and 5.2 immediately above do not affect any other minimum payments described in Section 5.4.1(D) of the Original Agreement or any other periods in the last row of Table 2B within Section 5.4.2 of the Original Agreement. For further avoidance of doubt, the payments in Section 5.2 above shall not apply to the minimum payments beginning in the third year following this Second Extended Period required to maintain exclusivity, as described in the last row of Table 2B within Section 5.4.2 of the Original Agreement.

Section 7.1.3 of the Original Agreement is clarified that “CDP” in that section has been extended through the conclusion of the Second Extended Period.”

Intermolecular will work in good faith to seek approval to amend each Warrant to provide that each Warrant may be exercised on a cashless “net exercise” basis at the sole discretion of any Warrant holder. Any amendment to the Warrants requires approval by Intermolecular’s Board of Directors. Nothing in this Section 6.2 guarantees that the Warrants will be amended.

All references to the Agreement in any other document shall be deemed to refer to the Agreement as modified by this Second Addendum. All days and times referenced in this Second Addendum will be calculated based on California, USA time (P.S.T.). Except as expressly modified by this Second Addendum, all of the terms and conditions of the Agreement shall remain in full force and effect. In the event that the terms of this Second Addendum conflict with the terms of the Agreement, the terms of this Second Addendum shall control.