exv10w41






Exhibit 10.41




Amendment Number 1

To the

Settlement, Release and License Agreement Between

Transmeta Corporation and Intel Corporation




     This Amendment Number 1 to the Settlement, Release and License Agreement (the
“Amendment”) is entered into as of September 22, 2008 (the “Amendment No. 1 Effective
Date) by and between Transmeta Corporation, a Delaware corporation having an office at 2540
Mission College Blvd., Santa Clara, CA 95054 (“Transmeta”), and Intel Corporation, a
Delaware corporation having an office at 2200 Mission College Blvd., Santa Clara, CA 95054
(“Intel”) (each of Transmeta and Intel being a “Party” and together the
“Parties”).



     WHEREAS, Transmeta and Intel have previously entered into a Settlement, Release and License
Agreement between Intel and Transmeta dated as of December 31, 2007 (the “Settlement
Agreement”);



     WHEREAS, Transmeta now wishes to grant to Intel, and Intel wishes to obtain from Transmeta,
licenses for Intel to use and exploit that certain Transmeta technology described in and pursuant
to that certain license agreement to be entered into between the Parties (the “Technology
License Agreement”);



     WHEREAS, as partial consideration for the Technology License Agreement, Intel agrees to
accelerate Intel’s remaining payment obligations to Transmeta under the Settlement Agreement on the
terms and conditions set forth in this Amendment; and



     WHEREAS, concurrently with the Parties’ execution of the Technology License Agreement, the
Parties wish to amend the Settlement Agreement to reflect the acceleration of Intel’s remaining
payment obligations thereof;



     NOW THEREFORE, IN CONSIDERATION OF THE MUTUAL COVENANTS AND PROMISES CONTAINED HEREIN, AND FOR
OTHER GOOD AND VALUABLE CONSIDERATION, THE PARTIES AGREE AS FOLLOWS:



I. Definitions.




     The Settlement Agreement, as amended by this Amendment, shall be referred to as the
“Amended Settlement Agreement”. Capitalized terms used in this Amendment shall have the
meaning set forth in the Settlement Agreement, unless otherwise expressly defined in this
Amendment.



II. Acknowledgement of Initial Payment.



A. Transmeta acknowledges that Intel has paid the Initial Payment in a timely manner in accordance
with Section 4.1(i) of the Settlement Agreement.



 









 







III. Amendments to the Settlement Agreement.





	A.	 	Revise and replace Section 4.1 (ii) of the Settlement Agreement with the following:

	 
	 	 	
“(ii) a one-time non-refundable final cash payment of Eighty-Six Million Five-Hundred
Thousand U.S. Dollars (US $86,500,000.00) to Transmeta (“Final Payment”) within
five (5) business days of the Amendment No. 1 Effective Date. Payment by Intel of
the Final Payment will constitute full satisfaction of all of Intel’s payment obligations
under this Amended Settlement Agreement.”




B. Delete the next sentence in Section 4.1 of the Settlement Agreement and replace it with the
following:





	 	 	“For purposes of clarification, the total amount paid by Intel to Transmeta under this
Section 4.1 shall not exceed Two-Hundred Thirty-Six Million Five-Hundred Thousand
U.S. Dollars (US $236,500,000.00).”




C. Delete the second sentence in Section 7.2(a) of the Settlement Agreement and replace it with the
following:





	 	 	“Neither this Agreement nor any right or obligation hereunder shall be assignable or
assumable, whether in connection with a Change of Control, bankruptcy or otherwise, either
voluntarily, by operation of law or otherwise, without the prior written consent of the
other Party, which consent may be withheld at the sole discretion of such other Party.”






	D.	 All other terms of the Settlement Agreement shall remain unchanged and in full force and
effect.





          IN WITNESS WHEREOF, the Parties hereto have caused this Amendment to be duly executed on the
date indicated below.



	 	 	 	 	 	 	 	 	 	 	 
	INTEL CORPORATION	 	 	 	TRANSMETA CORPORATION	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	 	/s/ SUZAN A. MILLER
	 	 	 	By:
	 	/s/ LESTER M. CRUDELE	 	 
	 

	 	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Suzan A. Miller	 	 	 	Lester M. Crudele	 	 
	Printed Name	 	 	 	Printed Name	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	VP & Deputy General Counsel	 	 	 	President & CEO	 	 
	Title	 	 	 	Title	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	September 23, 2008	 	 	 	September 22, 2008	 	 
	Date	 	 	 	Date