Item 1.01 Entry into a Material Definitive Agreement.
On August 5, 2022, Peraso Inc. (the "Company") entered into a Technology License
and Patent Assignment Agreement (the "Agreement") with Intel Corporation
("Intel"), pursuant to which Intel has (i) licensed from the Company on an
exclusive basis certain memory software and technology assets related to the
Company's Stellar packet classification platform intellectual property,
including its graph memory engine technology, and any roadmap variant, in the
form existing as of the date of the Agreement (the "Licensed Technology"); (ii)
acquired from the Company certain patent applications and patents owned by the
Company (the "Assigned Patents"); and (iii) assumed the Professional Services
Agreement, dated March 24, 2020, between Fabulous Inventions AB ("Fabulous") and
the Company (the "Fabulous Agreement"), pursuant to which, among other things,
the Company licensed from Fabulous certain rights used by the Licensed
Technology; in each case on the terms and subject to the conditions set forth in
the Agreement. The Licensed Technology does not include (i) certain excluded
open source and other third party technology as set forth in the Agreement and
(ii) the technology licensed by the Company from Fabulous pursuant to the
Fabulous Agreement. In connection with the Agreement, four employees of the
Company accepted employment with Intel, and the Company terminated the services
of five consultants.
As consideration for the Company to enter into the Agreement, Intel agreed to
pay the Company $3,062,500 at the closing of the transaction (the "Closing") and
$437,500 upon the satisfaction by the Company, as mutually agreed upon by the
parties in good faith, of certain release criteria set forth in the Agreement
relating to various due diligence activities of Intel regarding the Licensed
Technology (the "Release Criteria"). Intel and the Company agreed to work
together in good faith so as to ensure that the Release Criteria is satisfied by
the Company no later than six months following the Closing.
The Agreement includes perpetual, customary representations and warranties by
the Company related to the Licensed Technology, the Assigned Patents and the
Fabulous Agreement. The Company has agreed to indemnify Intel for (i) any breach
of the Company's representations, warranties, covenants, agreements or other
obligations under the Agreement and the other transaction documents; (ii) the
ownership or use of all right, title and interest in all of the Company's
properties, assets and rights of any kind, whether tangible or intangible, real
or personal, other than the assets purchased by Intel pursuant to the Agreement;
or (iii) any liabilities of the Company, including without limitation any and
all liabilities of the Company accruing prior to the Closing. Intel has agreed
to defend the Company in the event there is an intellectual property
infringement claim against the Company resulting from a modification or change
by Intel to the Licensed Technology. Each party's total aggregate liability for
damages under the Agreement will not exceed $10,000,000, provided that Intel's
liability in connection with or arising out of any Intel infringement or Intel's
unauthorized use of the Licensed Technology will not be limited or restricted.
The Company has agreed to assign and transfer the Licensed Technology to Intel
for no additional consideration in the event the Company is acquired by certain
competitors of Intel and the Agreement is assigned to the acquirer in such
transaction (by operation of law or otherwise). In addition, the Company has
agreed to require the acquirer to assume all obligations of the Company,
including making the perpetual representations and warranties regarding the
Licensed Technology, and to assume the Company's ongoing indemnification
obligations, in each case for a period to two years following the effective date
of such assignment.
The Company will file the Agreement as an exhibit to its Quarterly Report on
Form 10-Q for the quarter ending September 30, 2022. The foregoing descriptions
are summaries and are therefore qualified in their entirety by reference to the
complete text of the Agreement when filed.
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PERASO INC. 
