**Exhibit 10.37****CONFIDENTIAL*****Settlement, Release and License Agreement Between******Transmeta Corporation And Intel Corporation***     This Settlement, Release and License Agreement (“Agreement”) is entered into as ofDecember 31, 2007 (“Effective Date”) by and between Transmeta Corporation, a Delawarecorporation having an office at 2540 Mission College Blvd., Santa Clara, CA 95054,(“Transmeta”) and Intel Corporation, a Delaware corporation having an office at 2200Mission College Blvd., Santa Clara, California 95052, U.S.A. (“Intel”) (each of Transmetaand Intel being a “Party” and together the “Parties”).WHEREAS, there is pending litigation in the United States District Court for the District ofDelaware in Civil Action No. 06-633-GMS in which the Parties have asserted various claims anddefenses against each other;WHEREAS, in the pending litigation, each Party alleges, among other things, that certain of theother Party’s past and current microprocessor products infringe certain of its patents, andTransmeta further alleges that certain of Intel’s microprocessors in development infringe certainTransmeta patents;WHEREAS, each Party denies that it infringes any of the patents asserted by the other Party andcontends that the patents asserted by the other Party are either invalid or unenforceable;WHEREAS, the Parties deny any liability arising from the pending litigation, but wish to resolveall claims, known and unknown, between them;WHEREAS, the Parties entered into a Binding Term Sheet dated October 20, 2007, as amended onDecember 18, 2007 (the “Binding Term Sheet”), pursuant to which the Parties agreed to,among other things, settle the pending litigation and attempt to negotiate a definitive agreementby December 31, 2007 or have the Binding Term Sheet become the final agreement between the Partieseffective December 31, 2007;NOW THEREFORE, for good and valuable consideration, the receipt and adequacy of which are herebyacknowledged, and in consideration of the mutual covenants and payments set forth herein, theparties hereto agree as follows:**1.****Definitions**1.1. “Affiliate” means any entity that directly or indirectly controls or is under commoncontrol with the subject Party. Solely for the purposes of this definition of “Affiliate” setforth in this Section 1.1, “control” means direct or indirect ownership or control of(i) more than fifty percent (50%) of the outstanding shares or securities entitled to vote forthe election of directors or similar managing authority of the subject entity; (ii) morethan fifty percent (50%) of the ownership interest representing the right to make thedecisions for the subject entity; or (iii) any other ability to elect more than half of theboard of
 

 
  directors or similar managing authority of the subject entity, whether by contractor otherwise. 1.2. “Assert/Assertion” means to bring an action of any nature before any legal, judicial,arbitration, administrative, executive or other type of body or tribunal that has or claims tohave authority to adjudicate such action in whole or in part. Examples of such body ortribunal include, without limitation, United States State and Federal Courts, the UnitedStates International Trade Commission and any foreign counterparts of any of the foregoing;provided, however, that this definition shall specifically exclude patent interferenceproceedings, if any, before the United States Patent and Trademark Office or any foreigncounterpart patent office or agency. 1.3. “Capture Period” shall mean any time on or prior to the tenth (10th)anniversary of the Effective Date. 1.4. “Claims” shall mean actions, causes of action, claims or demands of any type,liabilities, losses, damages, duties, obligations, attorneys’ fees, court costs, or any otherform of claim or compensation. 1.5. “Change of Control” shall mean any transaction or series of related transactions withrespect to any Party or Granting Subsidiary in which, either: *(1)i.1.* a Person or group of related Persons, any one of which is not a CoveredParty and is not a Granting Subsidiary, who do not Control (as defined below)such Party prior to such transaction or series of transactions, subsequentlyobtain(s) Control of a Party by any means, whether by operation of law,acquisition of securities, merger, contract, acquisition of assets, orotherwise; or  *(1)i.2.* a Person or group of related Persons, any one of which is not a CoveredParty and is not a Granting Subsidiary, who do not Control such GrantingSubsidiary prior to such transaction or series of transactions, subsequentlyobtain(s) Control of a Granting Subsidiary by any means, whether by operationof law, acquisition of securities, merger, contract, acquisition of assets, orotherwise in a transaction or series of transactions that result(s) in theGranting Subsidiary no longer meeting all the requisite conditions of being aSubsidiary.  As used in this Section 1.5, a Person (or group of related Persons) exercises“Control” over a Party or Granting Subsidiary when such Person or group owns orcontrols (either directly or indirectly) any of the following: (a) if the Party or GrantingSubsidiary issues voting stock or other voting securities, more than fifty percent (50%) ofthe outstanding stock or securities entitled to vote for the election of directors orsimilar managing authority; or (b) if such Party or Granting Subsidiary does not issuevoting stock or other voting securities, more than fifty percent (50%) of the ownership interest that representsthe right to make decisions for such Party or Granting Subsidiary; or (c) any other abilityto elect more than fifty percent (50%) of the board of directors or similar managing
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  authority of the subject Party or Granting Subsidiary, whether by contract or otherwise;provided, however, that with respect to an Intel Granting Subsidiary that is a MinoritySubsidiary, the applicable percentage in (a) through (c) above shall be sixty percent (60%)percent instead of fifty percent (50%). 1.6. “Controlled Subsidiary” shall mean any Subsidiary in which a Party owns or controls(either directly or indirectly) any of the following: (a) if such entity has voting shares or stock or other voting securities, more thanfifty percent (50%) of the outstanding shares or stock or securities entitled to votefor the election of directors or similar managing authority; or  (b) if such entity does not have voting shares or stock or other voting securities,more than fifty percent (50%) of the ownership interest that represents the right tomake decisions for such entity; or  (c) any other ability to elect more than fifty percent (50%) of the board ofdirectors or similar managing authority of the subject entity, whether by contract orotherwise.  For clarity, “Intel Controlled Subsidiary” shall mean a Subsidiary of Intel that isa Controlled Subsidiary, and “Transmeta Controlled Subsidiary” shall mean aSubsidiary of Transmeta that is a Controlled Subsidiary. For additional clarity, any eventcausing a Person that was once a Controlled Subsidiary to no longer meet the requisiteconditions of being a Controlled Subsidiary as set forth in this Section 1.6, whether byChange of Control or otherwise, shall render such Person to be no longer a ControlledSubsidiary.1.7. “Covered Party” shall mean either Party and (but not necessarily together with) allof its Covered Subsidiaries. 1.8. “Covered Subsidiary” shall mean any Granting Subsidiary in which a Party owns orcontrols an interest sufficient to receive at least forty percent (40%) of the profits and/orlosses of such Granting Subsidiary, provided that such Granting Subsidiary shall be deemed tobe also a Covered Subsidiary only so long as: (a) the Party owning or controlling such interest has not contractually orotherwise surrendered, limited, or in any other way forfeited any part of its share ofthe profits or losses distributed by the Granting Subsidiary;  (b) the Party owning or controlling the shares, securities, or other interestrequired under Sections 1.19(a), 1.19(b) or 1.19(c) for such Granting Subsidiary to bea Subsidiary has not contractually or otherwise surrendered, limited, or in any otherway constrained its authority to elect the managing authority or make decisions for theentity; and  (c) all requisite conditions of being a Covered Subsidiary are met.
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     For clarity, any event causing a Person that was once a Covered Subsidiary to no longer meetthe requisite conditions of being a Covered Subsidiary as set forth in this Section 1.8, whether byChange of Control or otherwise, shall render such Person to be no longer a Covered Subsidiary.1.9. “Former Subsidiary” shall mean a Person that, after meeting all the requirements ofbeing a Covered Subsidiary set forth in Section 1.8 (including without limitation agreeing tobe bound by the terms of this Agreement), ceased to meet all the requirements of being aSubsidiary set forth in Section 1.19. 1.10. “Granting Subsidiary” shall mean: (a) any Controlled Subsidiary with respect to which a Party has taken all stepsnecessary to bind that Controlled Subsidiary to the obligations, covenants, licensesand other terms of this Agreement, as such steps are further set forth in Subsection3.4(a)(1), for so long as such Controlled Subsidiary remains so bound and continues tomeet the requisite conditions for being a Controlled Subsidiary (subject to the termsof, among other provisions of this Agreement, Section 3.4(g)); and  (b) any Minority Subsidiary who has elected and taken all steps necessary to bebound by the obligations, covenants, licenses and other terms of this Agreement, assuch steps are further set forth in Subsection 3.4(b), for so long as such MinoritySubsidiary meets the requisite conditions for being a Minority Subsidiary (subject tothe terms of, among other provisions of this Agreement, Section 3.4(g)).     For clarity, “Intel Granting Subsidiary” shall mean a Controlled Subsidiary orMinority Subsidiary of Intel that is a Granting Subsidiary and “Transmeta GrantingSubsidiary” shall mean a Controlled Subsidiary or Minority Subsidiary of Transmeta that is aGranting Subsidiary. For additional clarity, the term “Granting Subsidiary” shall include allIntel Covered Subsidiaries and Transmeta Covered Subsidiaries, but the terms “Intel CoveredSubsidiary” and “Transmeta Covered Subsidiary” shall include only those Granting Subsidiaries thatmeet the requisite conditions for qualifying as Covered Subsidiaries under the definition set forthin Section 1.8.1.11. “Information System Product” shall mean any active or passive circuit element,apparatus, appliance, circuit assembly, computer, device, equipment, firmware, housing,Integrated Circuit, instrumentality, material, method, process, service, software, substrateor other means for calculating, classifying, combining, computing, detecting, displaying,handling, hosting, imaging, inputting, manifesting, measuring, modifying, networking,originating, photographing, playing, printing, processing, providing, receiving, recording,reproducing, retrieving, scanning, serving, storing, switching, transmitting or utilizing anydata or any other information for any purpose, including without limitation any component orsubsystem thereof and any supplies therefor. 1.12. “Initial Payment” shall mean have the meaning set forth in Section 4.1 hereof.
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1.13. “Integrated Circuit” shall mean an integrated unit comprising one or more activeand/or passive circuit elements associated on one or more substrates, such unit forming, orcontributing to the formation of, a circuit for performing electrical functions (including, ifprovided therewith, housing and/or supporting means). 1.14. “Intel Licensed Product” shall mean any product that constitutes: (a) anInformation System Product that Intel or an Intel Covered Subsidiary makes, has made, sells oroffers to sell, (b) software that Intel or an Intel Covered Subsidiary makes, has made, sellsor offers to sell or (c) any combination thereof. 1.15. “Minority Subsidiary” shall mean a Subsidiary that is not a Controlled Subsidiary. 1.16. “Patents” shall mean Patent Rights that are owned or controlled at any time on orafter the Effective Date by the applicable Party or any of its Granting Subsidiaries or towhich such entities have the right to grant licenses, that have a first effective filing dateor priority date during the Capture Period and to the extent that the applicable Party or anyof its Granting Subsidiaries has the right to grant licenses within and of the scope set forthin this Agreement and without the requirement to pay consideration to any third Person (otherthan employees of the applicable Party or any of its Subsidiaries) for the grant of a licenseunder this Agreement. For clarity, “Intel(’s) Patents” shall mean the Patents ofIntel and its Granting Subsidiaries and “Transmeta(‘s) Patents” shall mean the Patentsof Transmeta and its Granting Subsidiaries. 1.17. “Patent Rights” shall mean all classes or types of patents (including withoutlimitation originals, divisions, continuations, continuations-in-part, extensions orreissues), and applications for these classes or types of patents throughout the world. 1.18. “Person” shall mean any natural person, and any corporation, partnership, limitedliability company or other legal entity recognized in any jurisdiction in the world. 1.19. “Subsidiary” shall mean any corporation, partnership, limited liability company orother entity recognized in any jurisdiction in the world, now or hereafter, in which a Partyowns or controls (either directly or indirectly) any of the following: (a) if such entity has voting shares or stock or other voting securities, at leastforty percent (40%) of the outstanding shares or stock or securities entitled to votefor the election of directors or similar managing authority; or  (b) if such entity does not have voting shares or stock or other voting securities,at least forty percent (40%) of the ownership interest that represents the right tomake decisions for such entity; or  (c) any other ability to elect at least forty percent (40%) of the board ofdirectors or similar managing authority of the subject entity, whether by contract orotherwise.  An entity shall be deemed to be a Subsidiary under this Agreement only so long as the Partyowning or controlling the shares, stock, securities or other ownership interest
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  required under Sections 1.19(a), 1.19(b) or 1.19(c) above has not contractually or otherwisesurrendered, limited or in any other way constrained its authority to elect the managingauthority or make decisions for the entity, and only so long as all the requisite conditionsof being a Subsidiary are met. For clarity, any event causing a Person that was once aSubsidiary to no longer meet the requisite conditions of being a Subsidiary as set forth inthis Section 1.19, whether by Change of Control or otherwise, shall render such Person to beno longer a Subsidiary. 1.20. “Transmeta Power Management Technology” shall mean Transmeta’s power management andleakage control technologies as embodied in Transmeta’s LongRun and LongRun2 technologies.For clarity, Transmeta Power Management Technology shall not include, as a non-limitingexample, any microprocessor architecture technology.**2.****Mutual Releases**2.1. Transmeta Release. (a) Transmeta (for itself and on behalf of all persons acting for it, includingdirectors, officers and employees, to the fullest extent Transmeta has such authority),each of its Granting Subsidiaries and Affiliates, and their predecessors, successorsand assigns hereby release, acquit and forever discharge Intel and its CoveredSubsidiaries that are Covered Subsidiaries as of the Effective Date from any and allClaims, known or unknown, suspected or unsuspected, that they have, have had or mayhave relating to or arising from any acts, omissions or statements made on or beforethe later of the Effective Date or, with respect to any Transmeta Granting Subsidiary,the date of becoming a Transmeta Granting Subsidiary.  (b) Transmeta (for itself and on behalf of all persons acting for it, includingdirectors, officers and employees, to the fullest extent Transmeta has such authority)and each of its Granting Subsidiaries and Affiliates, and their predecessors,successors and assigns hereby release, acquit and forever discharge all the direct andindirect distributors, customers and contract manufacturers of Intel and of its CoveredSubsidiaries that are Covered Subsidiaries as of the Effective Date, from any and allclaims for patent infringement that they have, have had or may have based on any actsor omissions occurring on or before the later of the Effective Date or, with respect toany Transmeta Granting Subsidiary, the date of becoming a Transmeta GrantingSubsidiary, which, had they been performed after the later of the Effective Date or thedate of becoming a Transmeta Granting Subsidiary, would have been licensed under thisAgreement.2.2. Intel Release. (a) Intel (for itself and on behalf of all persons acting for it, includingdirectors, officers and employees, to the fullest extent Intel has such authority) andeach of its Granting Subsidiaries and Affiliates, and their predecessors, successorsand
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   assigns hereby release, acquit and forever discharge Transmeta and its CoveredSubsidiaries that are Covered Subsidiaries as of the Effective Date from any and allClaims, known or unknown, suspected or unsuspected, that they may have, have had or mayhave relating to or arising from any acts, omissions or statements made on or beforethe later of the Effective Date or, with respect to any Intel Granting Subsidiary, thedate of becoming an Intel Granting Subsidiary.  (b) Intel (for itself and on behalf of all persons acting for it, includingdirectors, officers and employees, to the fullest extent Intel has such authority) andeach of its Granting Subsidiaries and Affiliates, and their predecessors, successorsand assigns hereby release, acquit and forever discharge all the direct and indirectdistributors, customers and contract manufacturers of Transmeta and of its CoveredSubsidiaries that are Covered Subsidiaries as of the Effective Date, from any and allclaims for patent infringement based on the manufacture, use, sale, offer for sale orimportation of any Transmeta products on or before the Effective Date.2.3. Known and Unknown Claims. For clarity, and without limiting or changing theprovisions of Sections 7.8 and 7.9 of this Agreement, the Parties hereby irrevocably waive anyreliance upon Section 1542 of the California Civil Code, or any similar legal provision, whichmay be adjudicated for any reason to apply notwithstanding or as a result of Sections 7.8 and7.9. Section 1542 of the California Civil Code states:   “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW ORSUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IFKNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THEDEBTOR.”  As between themselves, and as between their Granting Subsidiaries on one side and theirCovered Subsidiaries on the other, the Parties intend the provisions of Sections 2.1 and 2.2to be a full release of all claims and liability, both known and unknown, arising out of anyand all acts prior to the later of the Effective Date or the date of becoming a GrantingSubsidiary of a Party (in the case of a Granting Subsidiary that becomes a GrantingSubsidiary after the Effective Date). Further, as between Transmeta and each of itsGranting Subsidiaries, on one side, and the direct and indirect distributors and customersof Intel and its Covered Subsidiaries on the other, the Parties intend the provisions ofSection 2.1(b) to be a full release of all claims and liability, both known and unknown,arising out of any and all acts prior to the later of the Effective Date or the date ofbecoming a Transmeta Granting Subsidiary, which, had such acts been performed after thelater of the Effective Date or the date of becoming a Transmeta Granting Subsidiary, wouldhave been licensed under this Agreement. These full releases of known and unknown claimsapply in any jurisdiction where an action or claim inconsistent with therelease might be filed, notwithstanding the existence in any such jurisdiction of a statuteor other legal provision similar to Section 1542 of the California Civil Code.
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2.4. Ownership and Indemnification of Released Claims: Each of Intel and Transmeta herebywarrants, represents and agrees that it is the sole and lawful owner of all rights, title, andinterests in and to every claim and every matter which it purports to release in this Section2, and that it has not heretofore assigned or transferred, or purported or attempted to assignor transfer to any Person any claims or other matters herein released. Transmeta shallindemnify, defend and hold harmless any Person released hereunder from any and all futureclaims arising out of or relating to such assignment or transfer by Transmeta of any claims orother matters released herein. Intel shall indemnify, defend and hold harmless any Personreleased hereunder from any and all future claims arising out of or relating to suchassignment or transfer by Intel of any claims or other matters released herein. 2.5. Dismissal of Litigation. Within ten (10) days of the date of Transmeta’s receipt ofthe Initial Payment, the Parties shall file stipulations to dismiss all pending lawsuitsbetween them with prejudice, each Party to bear its own attorneys’ fees and costs. 2.6. Stipulation on Re-Examinations. Intel agrees that it will not voluntarilyparticipate in any of the eleven reexamination proceedings declared by the United StatesPatent & Trademark Office in connection with the patents asserted by Transmeta in thelitigation. Notwithstanding anything to the contrary contained in this Agreement, nothing inthis Agreement shall prevent or limit Intel from complying with any order of a court or othergovernmental authority.**3.****Grant Of Rights**3.1. Intel Covenant Not to Sue. Subject to the terms and conditions of this Agreement andso long as Transmeta, its Affiliates and its Granting Subsidiaries have not Asserted anyTransmeta Patent against Intel or any Intel Covered Subsidiary, Intel and its GrantingSubsidiaries hereby agree that they shall not Assert any Intel Patent against Transmeta or itsCovered Subsidiaries for: (a) the making or using of the subject matter claimed by such Intel Patent solelyfor the internal research purposes of Transmeta and its Covered Subsidiaries, so longas such research is conducted by Transmeta employees or contractors who are (i) engagedby and subject to duties of confidentiality to Transmeta and (ii) working at facilitiesregularly operated by Transmeta; and  (b) the inducement or contributory infringement of such Intel Patent arising solelyfrom Transmeta’s licensing of the Transmeta Power Management Technology (and relatedtechnology transfer and technical support services to the extent they are reasonablynecessary to facilitate such licensing) but only as to the Transmeta Power ManagementTechnology existing as of October 20, 2007.For clarity, the above covenants (i) do not apply to, among other things, any marketing,distribution, sale, offering to sell, importation, manufacturing, purchasing or other dispositionof any product or service, except as expressly set out in Section 3.1(b) above, and (ii) do not grant
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any license, immunity or protection, expressly or by implication, estoppel or otherwise, toany customer, licensee, distributor, importer or partner of Transmeta or its Subsidiaries for anyact, including but not limited to the making, having made (including by Transmeta) offering tosell, selling using or otherwise disposing of any process, machine, manufacture or composition ofmatter. No right or covenant granted by Intel under this Section 3.1 is transferable, whether byassignment, Change of Control or operation of law, without Intel’s prior written consent, whichconsent may be withheld at Intel’s sole discretion.3.2. Transmeta Licenses to Intel. Subject to the terms and conditions of this Agreement,Transmeta and its Granting Subsidiaries hereby grant to: (a) Intel and its Covered Subsidiaries a non-exclusive, non-transferable, worldwidelicense, without the right to sublicense, under Transmeta’s Patents to: (1) make, use, sell (directly and/or indirectly), offer to sell,import and otherwise dispose of all Intel Licensed Products, alone and incombination with other Intel Licensed Products and/or other products; and  (2) make, have made, use and/or import any equipment and practiceany method or process for the manufacture, use, import and/or sale of IntelLicensed Products; and  (3) have made products by another manufacturer for supply to Intelor to any Intel Covered Subsidiary for use, import, sale, offer for sale ordisposition by Intel or any Intel Covered Subsidiary pursuant to the licensegranted above in Section 3.2(a)(1); and (b) direct and indirect customers of Intel and its Covered Subsidiaries anon-exclusive, non-transferable, worldwide license, without the right to sublicense,under Transmeta’s Patents to use, sell, offer to sell, import and otherwise dispose ofall Intel Licensed Products, alone and in combination with other Intel LicensedProducts and/or other products; *provided however,*that any combination of one or moreIntel Licensed Products with one or more other products shall be licensed under apatent claim of a Transmeta Patent reading on that combination if and only if thecombination would not infringe the claim of the Transmeta Patent but for the inclusionof at least one Intel Licensed Product.  The Parties agree and acknowledge that customers of Intel and its Covered Subsidiaries areintended to be third-party beneficiaries under the terms of this Section 3.2. 3.3. Software. Transmeta understands and acknowledges that Intel Licensed Products mayconsist of software, and that software is often distributed to end users by providing a singlemaster copy of such software to a distributor, replicator, VAR, OEM or other agent andauthorizing such agent to reproduce such software in substantially identicalform and distribute it as a product of the providing Party.Accordingly, Transmeta agrees that the licenses granted toIntel in this Section 3 are intended to apply to thereproduction and subsequent distribution, as a product ofIntel or of any of Intel’s
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  Covered Subsidiaries, of such software Intel Licensed Products by any such authorized agent.3.4. Covenants, Licenses and Subsidiaries. (a) Intention for Controlled Subsidiaries to be Bound. (1) Each Party (as used in this Section 3.4(a), the “FirstParty”) represents, warrants and covenants to the other Party (as used inthis Section 3.4(a), the “Second Party”) that the First Party shalltake all necessary actions, corporate, contractual or otherwise, required toensure that: i. each and every of its Controlled Subsidiarieswhich meet the conditions requisite for being a Controlled Subsidiaryas of the Effective Date shall meet the requisite conditions to becomea Granting Subsidiary (including without limitation agreeing to bebound by the releases, licenses and other terms of this Agreement) nolater than ninety (90) days from the Effective Date; and  ii. each and every Person which subsequentlybecomes one of the First Party’s Controlled Subsidiaries shall become aGranting Subsidiary no later than sixty (60) days from the date suchPerson first meets all the conditions requisite for being a ControlledSubsidiary. (2) The Parties agree that breach by a First Party of any covenant,representation or warranty set forth in Subsections 3.4(a)(1)i and 3.4(a)(1)iiabove shall not be a material breach. Additionally, in the event of any suchbreach, the Second Party’s remedy shall be strictly limited to the rights, asits sole and exclusive remedies for any such breach: i. to seek and secure equitable relief orderingsuch First Party to take all necessary actions, corporate, contractualor otherwise, required to ensure that each and every First PartyControlled Subsidiary becomes a Granting Subsidiary; and  ii. solely in the event a Person that is, as of theEffective Date, or at any time after the Effective Date becomes, aFirst Party Controlled Subsidiary and thus should have been bound tothe terms of this Agreement pursuant to the terms of Subsection3.4(a)(1), but was in fact not so bound, makes an allegation at anytime during the term of this Agreement of infringement of PatentRights, including without limitation by initiation of litigation or ofany administrative claim, against the Second Party, any Second Party Covered Subsidiary or their successors-in-interest, regardless ofwhether that Person is at the time of such initiation still aControlled Subsidiary, the Second Party shall have the right to
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   recover from the First Party all damages reasonably foreseeable andproximately caused by the First Party’s breach of any covenant,representation or warranty set forth in Subsections 3.4(a)(1)i and3.4(a)(1)ii. (3) Each Party agrees to take all steps that are reasonable and ingood faith under the circumstances to ensure that all Patents directed toinventions that are made by its employees and former employees, as well as theemployees and former employees of its Subsidiaries, and/or all Patents directedto inventions that are made by its contractors during performance of work paidfor by the Party or any of its Subsidiaries, in each case, either alone or inconjunction with the employees and/or contractors of one or more of itsSubsidiaries or third Persons (to the extent legally possible), are subject tothe licenses or covenant not to sue under this Agreement. Each Party furtheragrees to take all steps that are reasonable and in good faith under thecircumstances to ensure that all Patents directed to inventions that are madein substantial part using funding provided directly or indirectly by that Partyand/or its Subsidiaries are covered by the licenses or covenant not to sueunder this Agreement. (b) Election of Intel Minority Subsidiary to be Bound. Each Intel MinoritySubsidiary may elect to become a Granting Subsidiary by agreeing in writing to be boundby the releases, licenses and all other terms of this Agreement. Each Intel MinoritySubsidiary which becomes an Intel Granting Subsidiary will become an Intel CoveredSubsidiary only if and for only as long as all requisite conditions of being an IntelCovered Subsidiary are met.  (c) Broad Scope. In the event that neither a Party nor any of itsGranting Subsidiaries has the right to grant a license or covenant not to sue under anyparticular Patent Rights of the scope set forth in this Agreement, then the license orcovenant not to sue granted herein under such Patent Rights shall be of the broadestscope the Party or any of its Granting Subsidiaries has the right to grant.  (d) Consent to Third-Party License Grant. If a third Person has the rightto grant a covenant not to sue and/or license under Patent Rights within the scope ofthose granted under Section 3 of this Agreement, but such right is subject to theconsent of the other Party or any of its Granting Subsidiaries (collectively,“Consenting Party”), the Consenting Party shall provide said third Person withany consent required to enable said third Person to so covenant not to sue and/orlicense on whatever terms such third Person may deem appropriate. In the event saidCovered Party is required to pay any royalties or other consideration to such thirdPerson for such grant of Patent Rights and the Consenting Party receives all or anyportion of any such royalties or other consideration, the Consenting Partyshall tender to such Covered Party an amount equal to the value of any royalties orother consideration received by the Consenting Party as a result of said thirdPerson so covenanting not to sue and/or licensing such Covered Party, but such
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   amount shall in no case be more than the amount such Covered Party actually paid tosaid third Person for such grant of Patent Rights.  (e) No Sham Subsidiaries. The Parties represent, warrant and covenant thatthey shall not participate in the creation or acquisition of any Subsidiary where aprimary purpose of such creation or acquisition is to extend the benefits of thisAgreement to a third Person. The Parties agree that any such attempt shall not extendany rights under this Agreement to such third Person or Subsidiary, including withoutlimitation any benefit as a Covered Subsidiary.  (f) Restricted Patent Rights. If any Transmeta or any Transmeta GrantingParty owns or has the right to enforce or control the enforcement of any Patent Rights,but does not have the right to license such Patent Rights to Intel under the terms ofthis Agreement (such Patent Rights referred to in this Section 3.4(f) as“Restricted Patent Rights”) then, if and to the extent such Restricted PatentRights would have been licensed to Intel under this Agreement if Transmeta or theTransmeta Granting Subsidiary had the right to license such Restricted Patent Rights: (1) Transmeta and the Transmeta Granting Subsidiary hereby grantsto Intel, and promises for itself and its permitted successors and assigns ofsuch Restricted Patent Rights to abide by its grant of, an immunity from suitfor infringement of such Restricted Patent Rights of a scope identical to therights that would have been granted under this Agreement if Transmeta or theTransmeta Granting Subsidiary had the right to license such Restricted PatentRights;  (2) Transmeta and the Transmeta Granting Subsidiary shall not giveits assent if that assent is required to allow a third Person to Assert theRestricted Patent Rights against Intel products or activities; provided that inany event Transmeta and the Transmeta Granting Subsidiary shall be free tofulfill its preexisting contractual obligations to provide assistance andsupport as may be required under any pre-existing contractual agreement; and  (3) Transmeta and the Transmeta Granting Subsidiary promise tooffset or repay over to Intel any monetary awards for damages and/or royaltiesto be paid or paid by Intel and owing to or ultimately delivered to Transmetaor the Transmeta Granting Subsidiary as a result of litigation or received incompromise of any claim by the holder of the Restricted Patent Rights againstIntel Licensed Products to the extent attributable to such Restricted PatentRights. (g) Cessation of Subsidiary Status. Notwithstanding anything to thecontrary contained in this Agreement, the extension of rights under Sections 3.1 and3.2 hereof to a Covered Subsidiary shall apply only during the time period when suchCovered Subsidiary meets all requisite conditions of being a Covered Subsidiary.
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   However, if a Granting Subsidiary of a Party holds any Patents that are licensed to orthe subject of a covenant not to sue for the benefit of the other Party and its CoveredSubsidiaries under the terms of this Agreement and that Granting Subsidiary ceases tomeet all requisite conditions of being a Granting Subsidiary for any reason, thelicenses or covenants not to sue granted by such Granting Subsidiary to the other Partyand its Covered Subsidiaries under the terms of this Agreement shall continue for thelife of the Patents subject to such licenses, and the terms of Sections 7.14 and 7.15shall continue to apply to such Patents, even after such entity ceases to meet all therequirements of being a Granting Subsidiary.  (h) Rights Requiring Payment to Third Parties. Notwithstanding anything tothe contrary contained in this Agreement, in the event that a Party or any of itsGranting Subsidiaries (the “Grantor”) obtains any Patent Rights that would be includedwithin the Patents licensed or covenants not to sue under this Agreement but for thefact that granting such a license or covenant would require such Grantor to makepayments to a third Person who is not its Subsidiary, such Patent Rights shall beincluded within the Patents, if the other Party or one or more of its CoveredSubsidiaries agrees in a separate written agreement to be bound by, and protect suchGrantor against, those payment obligations.  (i) Rights to Former Subsidiaries. Notwithstanding anything to thecontrary in this Agreement, including without limitation the provisions of Section3.4(g), Transmeta grants to each Intel Covered Subsidiary that becomes a FormerSubsidiary a patent license sufficiently broad to encompass the existing andanticipated business operations of the Former Subsidiary as of the time the FormerSubsidiary ceases to meet all requirements of being a Subsidiary, as set forth in thedefinition of that term in Section 1.19, provided that: (1) within six (6) months of the date the Former Subsidiary ceasesto meet all requirements set forth in the definition of Subsidiary, Intelnotifies Transmeta in writing of its intention to exercise its rights underthis Section 3.4(i); and  (2) the Former Subsidiary does not first initiate a lawsuit orother proceeding alleging patent infringement against Transmeta or any of itsGranting Subsidiaries for the activities that are subject to the covenantgranted in Section 3.1 of this Agreement.3.5. No Other Rights. No rights are granted under this Agreement, by implication,estoppel, statute or otherwise, except as expressly set forth herein. Without limiting theprevious sentence, except as expressly provided in Section 3, nothing in the licenses orimmunities granted under this Agreement or otherwise contained in this Agreement shallexpressly or by implication, estoppel or otherwise give either Party or any of its Granting Subsidiariesany right to license (or sublicense) the other Party’s Patents to others. Nor does anythingin this Agreement grant any license to any Transmeta Covered Party.
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**4.****Business Terms**4.1. Consideration and Payment. In consideration of the Parties’ obligations under thisAgreement, including without limitation the releases, covenants and licenses set forth inSections 2 and 3, Intel shall make (i) a one-time non-refundable cash payment of One Hundredand Fifty Million U.S. Dollars (US$150,000,000) to Transmeta (“Initial Payment”)within thirty (30) days of the Effective Date, and (ii) non-refundable annual payments ofTwenty Million U.S. Dollars (US$20,000,000) to Transmeta payable on January 31st ofevery year beginning in 2009 and continuing through 2013. For purposes of clarification, thetotal amount paid by Intel to Transmeta under this Section 4.1 shall not exceed Two Hundredand Fifty Million U.S. Dollars (US$250,000,000). Intel shall pay the sums due by wiretransfer for the account of Transmeta to such account as Transmeta may indicate from time totime by written notice to Intel in accordance with this Agreement no less than thirty (30)days before any payment is due to Transmeta. 4.2. Taxes. The payments specified in Section 4.1 above shall be the total amount paid byIntel, without any additional amounts due or paid as a result of any present and future taxes(including without limitation any income taxes, sales taxes, use taxes, stamp taxes, valueadded taxes, property taxes and all other taxes, duties or imposts) that may be imposed by anytaxing authority on or in relation to this Agreement. Payment of any and all such taxes shallbe the sole responsibility of Transmeta. In the event Intel in its reasonable judgmentbelieves that it is prohibited by law from making the payment specified in Section 4.1 unlessIntel deducts or withholds taxes therefrom and remits such taxes to any taxing jurisdiction,Intel shall notify Transmeta of such belief in writing and confer with Transmeta in good faithregarding the basis for such belief. If after conferring with Transmeta, Intel continues tobelieve that it is prohibited by law from making the payment specified in Section 4.1 unlessIntel deducts or withholds taxes therefrom and remits such taxes to any taxing jurisdiction,then Intel may duly withhold and remit such taxes and shall pay to Transmeta the remaining netamount after the taxes have been withheld. If under any applicable income tax treaty theamount of taxes withheld can be reduced, Intel will do so provided that Transmeta provides alldocuments necessary to avail itself of this reduction in withholding tax. Intel shall notreimburse Transmeta for the amount of such taxes withheld. Upon Transmeta’s request, Intelwill promptly furnish Transmeta with a copy of an official tax receipt or other appropriateevidence of any taxes imposed on payments made under this Agreement. 4.3. Technology License Agreement. Concurrent with the execution of this Agreement, theParties will enter into a Technology License Agreement substantially in the form attached asExhibit A hereto pursuant to which Transmeta will license to Intel and its CoveredSubsidiaries Transmeta’s LongRun, LongRun2 and related technologies.**5.****Term, Termination And Suspension**5.1. Term. This Agreement and the rights and licenses granted under this Agreement shallbecome effective on the Effective Date, and shall continue in effect until the expiration of
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  the last to expire of the Patents, unless earlier terminated by the Parties pursuant toSection 5.2. 5.2. Termination and Suspension. This Agreement may only be terminated upon the mutualwritten agreement of all of the Parties. However, the Parties shall have the limited right totemporarily suspend performance of certain obligations in the following circumstances: (a) Limited Right To Suspend Performance By Intel. In the event thatIntel, an Intel Covered Subsidiary, and/or a direct or indirect customer of Intel issued for infringement of one or more Transmeta Patents that Intel contends is(are)licensed under this Agreement, or Intel receives from a direct or indirect customer ofIntel a written tender of indemnification based upon a written charge of infringementof one or more Transmeta Patents that Intel contends is(are) licensed under thisAgreement, then Intel shall have the right to suspend making the payments required bySection 4.1 until (i) such suit is dismissed, (ii) such charge is withdrawn in writing,or (iii) the issue of whether or not the alleged infringement is licensed under thisAgreement has been adjudicated or otherwise resolved. Transmeta agrees that Intel’sgood faith suspension of performance under this Section 5.2(a) shall not constitute abreach of this Agreement.  (b) Limited Right To Suspend Performance By Transmeta. In the event thatIntel fails to make any payment required by Section 4.1 and Intel has not invoked itsrights under Section 5.2(a), Transmeta shall have the right to suspend the licensesgranted under Section 3.2 until all payments, including accrued interest, have beenmade to Transmeta, at which time the licenses to Intel under this Agreement shallimmediately resume effective as of the date of the initial suspension. Intel agreesthat Transmeta’s good faith suspension of performance under this Section 5.2(b) shallnot constitute a breach of this Agreement. For purposes of clarity, Transmeta shallnot have the right to suspend performance under this Section 5.2(b) based solely onIntel’s invocation of its rights under Section 5.2(a).5.3. Survival. The provisions of Sections 1, 2, 3, 4.1, 5.3, 6 and 7 will survive anytermination or expiration of this Agreement as a whole.**6.****Warranties and Disclaimer**6.1. Transmeta represents and warrants that: (a) Transmeta has not assigned or granted any exclusive licenses to any thirdPerson for any Transmeta Patent Rights prior to the Effective Date; and  (b) Transmeta has taken, and will continue to take, steps that are reasonable andin good faith under the circumstances to ensure that all Patent Rights having a firsteffective filing date or priority date during the Capture Period and directed toinventions made by the employees and former employees of Transmeta and its
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   Granting Subsidiaries during and within the scope of their employment at Transmeta have beenassigned to Transmeta and are included as Transmeta Patents under this Agreement; and  (c) Transmeta has the right and authority to grant the licenses granted underSection 3.2 of this Agreement.6.2. Nothing contained in this Agreement shall be construed as: (a) a warranty or representation by any Party or any Granting Subsidiary as to thevalidity, enforceability or scope of any class or type of Patent Right; or  (b) an agreement by or obligation of any Party or any Granting Subsidiary to bringor prosecute actions or suits against any third Person for infringement or conferringany right to bring or prosecute actions or suits against any third Person forinfringement; or  (c) an agreement by or obligation of any Party or any Granting Subsidiary to defendany action or suit brought by a third Person that challenges the validity of any of itspatents; or  (d) conferring any right to any Person to use in advertising, publicity, orotherwise, any trademark, trade name or names, or any contraction, abbreviation orsimulation thereof, of any Party or any Granting Subsidiary; or  (e) conferring by implication, estoppel or otherwise, to any Person, any license orother right under any Patent Rights, copyright, maskwork, trade secret, trademark orother intellectual property right, except the licenses, covenants and rights expresslygranted under this Agreement; or  (f) a requirement that either any Party or any Granting Subsidiary file or maintainany patent; or  (g) an obligation of any Party or any Granting Subsidiary to file any patentapplication, or to secure any patent or Patent Rights, or to maintain any patent inforce.6.3. NO IMPLIED WARRANTIES. EACH PARTY AND EACH GRANTING SUBSIDIARY HEREBY DISCLAIMS ANYAND ALL IMPLIED WARRANTIES WITH RESPECT TO ITS PATENTS, INCLUDING WITHOUT LIMITATION ANYIMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. 6.4. Covenants. Transmeta covenants that, in the event that it is made aware of anypatent or patent application directed to inventions made by its or its Granting Subsidiaries’employees or former employees during and within the scope of their employment at Transmetathat has not been assigned to Transmeta, Transmeta shall cooperate with Intel
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  in good faith and use efforts that are commercially reasonable under the circumstances to cause theapplicable employee(s) or former employee(s) to assign the applicable patent or patentapplication to Transmeta. 6.5. Indemnification. Transmeta shall indemnify and hold harmless Intel, its CoveredSubsidiaries and each of their officers, directors and employees from and against any and allclaims, liabilities, losses, costs and expenses (including reasonable attorneys’ fees) of anykind finally levied against or incurred by Intel, its Covered Subsidiaries, and theirofficers, directors and employees, arising out of or in connection with any breach of any ofthe representations or warranties set forth in Section 6.1 of this Agreement. Intel shallhave sole control of the defense and settlement of all claims, actions or proceedings and allnegotiations relating thereto.**7.****Miscellaneous Provisions**7.1. Authority. Each Party and each Granting Subsidiary represents and warrants that ithas the right to grant the licenses and releases it grants under this Agreement.7.2. No Assignment or Assumption. (a) General. This Agreement is personal to the Parties and their GrantingSubsidiaries. Neither this Agreement nor any right or obligation hereunder shall beassignable or assumable, whether in connection with a Change of Control, bankruptcy orotherwise, either voluntarily, by operation of law or otherwise, without the priorwritten consent of the other Party, which consent may be withheld at the solediscretion of such other Party; provided, however, that Transmeta may, in its solediscretion, and without consent by Intel, sell, assign, transfer or pledge the rightsto receive payments under Section 4.1 of this Agreement. Notwithstanding theforegoing, Transmeta may assign this Agreement in connection with a sale or transfer ofall or substantially all of its assets (including in connection with a Change ofControl or by operation of law); provided that (i) Transmeta gives Intel not less thantwenty (20) days’ prior written notice and (ii) the assignee agrees in writing to bebound by all the terms and conditions of this Agreement. The Parties agree that, uponany assignment or transfer of this Agreement by Transmeta, whether by assignement,Change of Control or operation of law, the covenants granted by Intel in Section 3.1herein shall automatically and immediately terminate without any further action or noticeby Intel unless Intel has granted prior written consent specifically directed to theassignment of the covenants pursuant to Section 3.1.  (b) Assignment or Assumption in Bankruptcy. Without limiting any otherprovision of this Agreement, with respect to any proposed or purported assumption orassignment of any right or duty under this Agreement by a Party or any CoveredSubsidiary during or in connection with any bankruptcy proceeding related to that Partyor Covered Subsidiary, the Parties agree and stipulate as follows:
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 (1) This Agreement is an executory agreement under 11 U.S.C. § 365(Title 11 of the United States Code being henceforth referred to in thisSection 7.2(b) as the “Bankruptcy Code”);  (2) This Agreement is personal to the Parties and their GrantingSubsidiaries. As a licensor of, or grantor of covenants related to,intellectual property (as that term is defined in Section 101 of the BankruptcyCode) under this Agreement, in entering this Agreement and granting the rightsit grants under this Agreement, each Party and each Granting Subsidiary has, inits efforts to protect its own valuable intellectual property, relied on theparticular skills and business qualities of the recipients of such rights.Such skills and business qualities include, without limitation, the expectedfuture innovation of the other Party and its Covered Subsidiaries to belicensed to each Party and Covered Subsidiary under this Agreement, and theparticular market segments addressed by the other Party and its CoveredSubsidiaries in their businesses. Therefore, the Parties and the GrantingSubsidiaries agree that in the event of either Party’s entry into bankruptcyproceedings of any kind (including without limitation the entry into bankruptcyproceedings of any kind by any Covered Subsidiary), this Agreement is of thetype described in Section 365(c)(1) of the Bankruptcy Code because U.S. patentlaw prohibits the assignment of a patent license without the consent of thelicensor, and thus, notwithstanding the provisions of Section 365(f) of theBankruptcy Code or any similar provision, this Agreement may not be assumed orassigned in bankruptcy by a Party or any of its Covered Subsidiaries withoutthe consent of the other Party to this Agreement.  (3) The Parties agree that in the event that Transmeta and/or itsGranting Subsidiary files or has filed against it a petition for relief underthe Bankruptcy Code and this Agreement were rejected in such case, Intel may,in accordance with Section 365(n)(1)(B) of the Bankruptcy Code, elect to retainits license rights with respect to the Transmeta Patents under Section 3 ofthis Agreement, in which event Intel shall remain liable to the extent providedin Section 365(n)(1)(B) for the payments set forth in Section 4.1 and suchpayments shall be deemed royalties for the ongoing licenses set forth inSection 3.2 herein. (c) Any purported assignment, assumption or transfer in violation of this Section7.2 shall be null and void. Subject to the provisions of this Section 7.2, thisAgreement shall be binding upon and inure to the benefit of the Parties, the GrantingSubsidiaries and their permitted successors and assigns.7.3. Notice. All notices required or permitted to be given under the terms of thisAgreement shall be in writing (regardless of whether the provision requiring such noticeexpressly calls for such notice to be in writing) and shall be delivered by hand, or ifdispatched by
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  prepaid air courier or by registered or certified airmail, postage prepaid,addressed as follows:   If to Transmeta or any of itsGranting Subsidiaries: If to Intel or any of its GrantingSubsidiaries:   President General CounselTransmeta Corporation Intel Corporation2540 Mission College Blvd. 2200 Mission College Blvd.Santa Clara, CA 95054 Santa Clara, CA 95052United States of America United States of America   With copies to: With a copy to:General Counsel Director of LicensingTransmeta Corporation Intel Corporation2540 Mission College Blvd. 2200 Mission College Blvd.Santa Clara, CA 95054 Santa Clara, CA 95052United States of America United States of America   Mark A. Leahy, Esq.  Fenwick & West LLP  801 California Street  Mountain View, CA 94041  United States of America    Such notices shall be deemed to have been served when received by the addressee or, ifdelivery is not accomplished by reason of some fault of the addressee, when tendered fordelivery. Either Party may give written notice of a change of address and, after notice ofsuch change has been received, any notice or request shall thereafter be given to such Partyas above provided at such changed address. 7.4. No Rule of Strict Construction. Regardless of which Party may have drafted thisAgreement or any part thereof, no rule of strict construction shall be applied against eitherParty or any of its Granting Subsidiaries. If any provision of this Agreement is determinedby a court to be unenforceable, the Parties shall deem the provision to be modified to theextent necessary to allow it to be enforced to the extent permitted by law, or if it cannot be so modified, the provision will be severed and deleted from thisAgreement, and the remainder of the Agreement will continue in effect. 7.5. Taxes. Subject to the provisions of Section 4.2, each Party and each GrantingSubsidiary shall be responsible for the payment of its own tax liability arising from thistransaction. 7.6. Entire Agreement. This Agreement embodies the entire understanding of the Partiesand their Granting Subsidiaries with respect to the subject matter hereof, and merges allprior oral or written communications between them, including without limitation, the Binding
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  Term Sheet. Neither of the Parties or their Granting Subsidiaries shall be bound by anyconditions, definitions, warranties, understandings, or representations with respect to thesubject matter hereof other than as expressly provided herein. No oral explanation or oralinformation by either Party or any Granting Subsidiary shall alter the meaning orinterpretation of this Agreement. 7.7. Modification; Waiver. No modification or amendment to this Agreement, nor any waiverof any rights under this Agreement, shall be effective unless assented to in writing by theParty who would be charged, or whose Granting Subsidiary would be charged, and the waiver ofany breach or default will not constitute a waiver of any other right under, or any subsequentbreach or default of, this Agreement. 7.8. Governing Law. All matters arising out of or related to this Agreement, includingwithout limitation all matters connected with its performance, shall be construed,interpreted, applied and governed in all respects in accordance with the laws of the UnitedStates of America and the State of Delaware, without reference to conflict of laws principles. 7.9. Jurisdiction. All disputes and litigation arising out of or related to thisAgreement, including without limitation matters connected with its performance and litigationbetween Covered Parties regarding the Patents licensed hereunder, shall be subject to theexclusive jurisdiction of the courts of the State of Delaware or of the Federal courts sittingtherein. Each Party and each Granting Subsidiary hereby irrevocably submits to the personaljurisdiction of such courts and irrevocably waives all objections to such venue. 7.10. Dispute Resolution. Any dispute arising out of or related to this Agreement shallbe resolved as follows: First, within forty five (45) days from one Party’s written requestto the other, senior executives of both Parties shall meet to attempt to resolve such dispute.If the senior executives cannot resolve the dispute, either Party may then make a writtendemand for formal dispute resolution by tendering to the other Party notice of the dispute andits intent to invoke the terms of this Section 7.10. The Parties agree to meet within ninety(90) days of such a demand with an impartial mediator selected by mutual agreement to considerdispute resolution alternatives other than litigation. In the event the Parties cannot agreeon a mediator, they shall each select one nominator, who shall not at that time be employed byeither Party, and the two nominators shall agree on and appoint the mediator. If the Partieshave not resolved the dispute or agreed on an alternative method of dispute resolution withinthirty (30) days after the one-daymediation, either Party may begin litigation proceedings; *provided, however*, nothing in thisprovision shall prevent either Party from seeking preliminary injunctive relief. Theprevailing party in any legal action brought by one Party against the other and arising outof this Agreement shall be entitled, in addition to any other rights and remedies that suchprevailing party may have, to reimbursement for all losses and expenses incurred by suchprevailing party and its customers, including without limitation, court costs and reasonableattorneys’ fees. In addition, Intel shall further have the right to offset and
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  deduct any monies awardedunder this Section 7.10 from any payments required to be made by Intel under Section 4.1.7.11. Confidentiality of Terms. Each Party and each Granting Subsidiary thereof shallkeep the terms of this Agreement (including without limitation the payment terms) confidentialand shall not now or hereafter divulge these terms to any third Person except: (a) with the prior written consent of the other Party; or  (b) to any governmental body having jurisdiction and authority to compel suchdisclosure, provided that before such disclosure the Party or Granting Subsidiaryrequired to make such disclosure shall seek confidential treatment of any disclosedportion of this Agreement and shall reasonably cooperate with the other Party inseeking and securing such confidential treatment; and provided that, in the event thatTransmeta or any of its Granting Subsidiaries is requested or is legally required orbecomes legally compelled by any governmental authority or regulatory body (includingwithout limitation the Securities and Exchange Commission) or by statute or regulationor by oral questions, interrogatories, requests for information or documents, subpoena,criminal or civil investigative demand or similar process, including without limitationin connection with any public or private offering of the capital stock of Transmeta orany of its Granting Subsidiaries to disclose any terms of this Agreement, Transmeta andits impacted Granting Subsidiary shall provide Intel with prompt written notice of thatfact before such disclosure and will use their best efforts to fully cooperate withIntel to seek a protective order, confidential treatment or other appropriate remedywith respect to the disclosure. In the event of any such disclosure, Transmeta or suchcompelled Transmeta Granting Subsidiary shall disclose only that portion of theconfidential information that Transmeta is legally required to disclose and shallexercise its best efforts to obtain reliable assurance that confidential treatment willbe accorded such information to the extent requested by Intel and to the maximum extentpossible under law. Transmeta and each Granting Subsidiary agrees that it shallprovide Intel with drafts of the disclosing materials in which Transmeta or suchGranting Subsidiary desires to disclose confidential information under this Section7.11(b) at least five (5) business days prior to the proposed disclosure in order toafford Intel a reasonable opportunity to review and comment upon theproposed disclosure, and that it shall make any changes to such materials asrequested by Intel to the extent permitted by law; or  (c) subject to Sections 7.11(d) and 7.11(e) below, as otherwise may be required bylaw or legal process, including without limitation to legal and financial advisors intheir capacity of advising a Covered Party with respect to such matters, provided suchadvisors are obligated not to further disclose to any other Person any portion theseterms; or  (d) during the course of litigation, so long as the disclosure of such terms andconditions are restricted in the same manner as is the confidential information of theother litigating parties and so long as (a) the restrictions are embodied in a
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   court-entered protective order and (b) the disclosing Party or Granting Subsidiaryinforms the other Party in writing at least ten (10) days in advance of the disclosure;or (e) in confidence to legal counsel, accountants, banks and financing sources andtheir advisors having a reasonable need to know, solely in connection with complyingwith information requests associated with contemplated and executed financialtransactions, subject to customary written obligations of non-disclosure, non-use andsafe-keeping; or  (f) Intel and its Covered Subsidiaries may state to any potential customer and anycustomer who has purchased an Intel Licensed Product that they believe such IntelLicensed Product is licensed under Transmeta’s Patents; or  (g) Transmeta and its Covered Subsidiaries, if any, may, under a written agreementcontaining reasonable and customary non-disclosure terms, disclose to any potentialcustomer and any customer who has licensed Transmeta’s Power Management Technology theexact text of Sections 3.1(a) and 3.1(b); or  (h) Intel may disclose to its Minority Subsidiaries (and their shareholders) theterms of this Agreement to inform or facilitate the Minority Subsidiaries’ decision onwhether to elect to be bound by this Agreement pursuant to Section 3.4(b) hereof; or  (i) Either Party may file this Agreement in the United States Patent and TrademarkOffice in accordance with 35 USC §135(c) and 37 CFR §41.205, in which case the Partyshall file the Agreement in a sealed envelope and request pursuant to 37 CFR §41.205(c)that the document be kept separate from the file of any application or interference,and made available only to government agencies on written request, or to any Personupon petition accompanied by the fee set forth in 37 CFR §41.20(a) and upon a showingof good cause.  Additionally, each Party may use similar terms and conditions in other agreements.7.12. Publicity. Subject to the provisions of Section 7.11, the Parties agree they willmake no public statements or announcements relating to this Agreement. Notwithstanding theforegoing, both Parties shall have the right under a confidentiality agreement to inform thirdparties under a confidentiality agreement of the rights, obligations and benefits granted tothem and their Covered Subsidiaries under this Agreement.7.13. Force Majeure. The Parties and their Granting Subsidiaries shall be excused fromany failure to perform any obligation under this Agreement to the extent such failure iscaused by war, acts of public enemies, strikes or other labor disturbances, fires, floods,acts of God, or any causes of like or different kind beyond the control of the Party orGranting Subsidiary excused from performing under this Section 7.13; provided, however, forclarity, that the refusal of a Party’s (or any Covered Subsidiary or Granting Subsidiary) toallow its Subsidiary to perform the Subsidiary’s obligations under this
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   Agreement shall not bedeemed to be beyond the control of such Subsidiary or the person so refusing, and shall bedeemed a breach of this Agreement by both such Person and such Subsidiary.7.14. Assignment of Patents. The Parties and their Granting Subsidiaries agree that therights, licenses and covenants granted under this Agreement shall run with the assignment ofany Patents. Furthermore, neither Transmeta nor any of its Granting Subsidiaries shall assignor grant any right under any of its Patents unless such assignment or grant is made subject tothe rights and licenses granted under this Agreement. Any purported assignment or grant ofright in violation of this Section 7.14 shall be null and void.7.15.  Patent Inquiries. Each Party (and, in the case of any Person that was but is nolonger a Granting Subsidiary, any such Person) shall, upon a request from the other Partysufficiently identifying any patent or patent application, inform the other Party as to theextent to which said patent or patent application is subject to the licenses and other rightsgranted under this Agreement. If such licenses or other rights under said patent or patentapplication are restricted in scope, copies of all pertinent provisions of any contract orother arrangement creating such restrictions shall, upon request, be furnished to the Partymaking such request, unless such disclosure is prevented by such contract, and in such event,a statement of the nature of such restriction shall be provided.7.16. Counterparts. This Agreement may be executed in counterparts, each of which shallbe deemed an original, but all of which together shall constitute one and the same agreement.Any counterpart or other signature delivered in electronic form or by facsimile by a Partyshall be deemed for all purposes as being a good and valid execution and delivery of thisAgreement by that Party.[The remainder of this page is left blank intentionally.]
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IN WITNESS WHEREOF, the Parties to have caused this Agreement to be duly executed on the date belowwritten.           INTEL CORPORATION   TRANSMETA CORPORATION             By: /s/ SUZAN A. MILLER    By: /s/ LESTER M. CRUDELE                   Suzan A. Miller        Lester M. Crudele         Printed Name   Printed Name                  Vice President & Deputy General Counsel        President & Chief Executive Officer         Title   Title                  December 31, 2007        December 31, 2007         Date   Date  
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Exhibit AForm of Technology License Agreement
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