**EXHIBIT 10.38**CONFIDENTIAL TREATMENT REQUESTED**LongRun And LongRun2 Technology License Agreement**          This LongRun and LongRun2 Technology License Agreement (“***Agreement***”) is made and entered intoas of December 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 (“***Intel***”), a Delaware corporation having an office at 2200 Mission CollegeBlvd., Santa Clara, CA 95052 (each of Transmeta and Intel being a “Party” and together the“Parties”).**RECITALS**          A. Transmeta and Intel entered into a Settlement, Release and License Agreement (“***SettlementAgreement***”) on December 31, 2007 to settle certain litigation matters.          B. Transmeta has developed certain microprocessor power management and related technologies,including Transmeta Technology (as defined below) that Transmeta licenses to others.          C. Transmeta wishes to grant to Intel, and Intel wishes to obtain from Transmeta, licenses forIntel to use and exploit the Transmeta Technology in connection with certain products in accordancewith the terms and conditions set forth in this Agreement.          D. Transmeta also wishes to provide to Intel, and Intel wishes to obtain from Transmeta,certain technology transfer and technical support services related to the Transmeta Technology inaccordance with the terms of this Agreement.          NOW, THEREFORE, in consideration of the foregoing, and for other good and valuableconsideration, the receipt and sufficiency of which are hereby acknowledged, the Parties heretoagree as follows:**1. DEFINITIONS**     1.1 ***“Exploit”***means to make, import, use, sell, or offer for sale, reproduce, distribute,create works derivative of, including to research, develop, modify, enhance, improve, have used,export, transport, promote, market or have sold or otherwise dispose of.     1.2 ***“Foundry Service”***means the service of manufacturing Integrated Circuits on behalf ofthird parties where the manufacturer provides the third parties with *** Confidential treatment has been requested for portions ofthis exhibit. The copy filed herewith omits the information subjectto the confidential request. Omissions are designated as[***]. A complete version of this exhibit has been filedseparately with the Securities and Exchange Commission.
 

 
process information (such as design rules) and/or cell libraries, library tools, standardcells, function block, macros (such as, by way of example, but not limitation, a digital or analogblock or cell library) to be incorporated into the Integrated Circuits.     1.3 ***“Have Made”***means for Intel (or a sublicensed Intel Subsidiary (as defined below)) tocontract with a third party or parties to perform designing or manufacturing functions for and onbehalf of Intel (or the sublicensed Intel Subsidiary).     1.4 ***“Integrated Circuit”***means an integrated unit comprising one or more active and/or passivecircuit elements associated on one or more substrates, such unit forming, or contributing to theformation of, a circuit for performing electrical functions (including, if provided therewith,housing and/or supporting means).     1.5 ***“Intel Improvements”***means any improvements, modifications, enhancements or extensions to,and derivative works of the Transmeta Technology, in whole or in part, developed by or for Intel oran Intel Subsidiary by any employee, contractor, consultant or agent of Intel or a Subsidiary whohas had access to Transmeta Technology pursuant to this Agreement.     1.6 ***“Intel Licensed Product”***has the same meaning set forth in the Settlement Agreement.     1.7 ***“Intellectual Property Rights”***means Patent rights, mask work rights, copyrights, rightsin trade secrets and know-how, and any other intellectual property rights recognized in any countryor jurisdiction in the world, exclusive of rights in and to trademarks, trade names, logos, servicemarks, other designations of source and design patents and design patent applications.     1.8 ***“Licensed Products”***means any active or passive circuit element, apparatus, appliance,circuit assembly, computer, device, equipment, firmware, housing, Integrated Circuit,instrumentality, material, method, process, service, software, substrate or other means forcalculating, 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 any data or any other information for any purpose,including without limitation any component or subsystem thereof and any supplies therefor.     1.9 ***“Patent(s)”***means all classes or types of patents (including without limitation originals,divisions, continuations, continuations-in-part, extensions or reissues), and applications forthese classes or types of patents throughout the world that are owned or controlled by Transmeta orany of its Subsidiaries at any time during the term of this Agreement or to which such entitieshave the right to grant licenses.
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     1.10 ***“Subsidiary”***means any corporation, partnership, limited liability company or otherentity recognized in any jurisdiction in the world, now or hereafter, in which a Party owns orcontrols (either directly or indirectly) any of the following:          (a) if such entity has voting shares or stock or other voting securities, at least fortypercent (40%) of the outstanding shares or stock or securities entitled to vote for the electionof directors or similar managing authority; or          (b) if such entity does not have voting shares or stock or other voting securities, at leastforty percent (40%) of the ownership interest that represents the right to make decisions for suchentity; or          (c) any other ability to elect at least forth percent (40%) of the board of directors orsimilar managing authority of the subject entity, whether by contract or otherwise.          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 required underSections 1.10(a), 1.10(b) or 1.10 (c) above has not contractually or otherwise surrendered, limitedor in any other way constrained its authority to elect the managing authority or make decisions forthe entity, and only so long as all the requisite conditions of being a Subsidiary are met.Subsidiary(ies) of Intel will be referred to as “Intel Subsidiary(ies)” and those of Transmeta willbe referred to as “Transmeta Subsidiary(ies).”     1.11 ***“Transmeta Technology”***means Transmeta’s LongRun and LongRun2 power management andrelated technologies described in Exhibit A attached hereto, and including anyimprovements, modifications, enhancements or extensions thereto, or derivative works thereof, inwhole or in part, developed by or for Transmeta or Transmeta Subsidiaries.     1.12 ***“Transmeta Technology Deliverables”***means those items of Transmeta Technology specifiedin Exhibit A attached hereto, that Transmeta will deliver to Intel in accordance with theterms of this Agreement.     1.13 ***“Transmeta Documents”***means the documents included in the Transmeta TechnologyDeliverables specified in Exhibit A attached hereto, that Transmeta will deliver to Intelpursuant to the terms of this Agreement.**2. LICENSES, LICENSE ROYALTIES AND NON-ASSERTION RIGHTS**     2.1 License Grant.          (a) Transmeta hereby grants to Intel a worldwide, nonexclusive, nontransferable (except asspecified in Section 10.1), non-sublicensable (except as
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specified in Section 2.2) and fully-paid-up license under all of Transmeta’s IntellectualProperty Rights in and to Transmeta Technology to:               (i) Exploit (and Have Made) Intel Improvements as incorporated into Intel Licensed Products;               (ii) Exploit (and Have Made) Licensed Products; and               (iii) use, reproduce, distribute and create works derivative of the Transmeta Documents,provided that Intel will comply with the confidentiality obligations hereunder to the extentTransmeta Confidential Information (as defined below) is included.          (b) Transmeta hereby grants to Intel a worldwide, nonexclusive, nontransferable (except asspecified in Section 10.1), non-sublicensable (except as specified in Section 2.2) andfully-paid-up license to disclose software interfaces in the Transmeta’s Technology for thepurpose of facilitating Intel’s exercise of the rights and the licenses granted in Section 2.1(a)above.          (c) It is acknowledged and agreed by the Parties that the rights and licenses granted underthis Section expressly include the right and license for Intel to utilize any Transmeta Technologyto provide Foundry Services to any third-party customers of Intel in order for such third-partycustomers to design and develop Licensed Products for manufacture by Intel or its Subsidiaries forsuch third-party customers, and to use, offer for sale, sell, or import such Licensed Products;provided however, that such Foundry Services shall be provided by Intel (or its Subsidiaries) andnot by third-party manufacturers acting on behalf of Intel (or its Subsidiaries).     2.2 Intel Subsidiaries. Intel has the right to sublicense any (or all) of the licenserights granted in Section 2.1 to any Intel Subsidiary. Intel, however, will ensure the complianceby each and every such Intel Subsidiary with the terms and conditions of this Agreement.Notwithstanding the foregoing sentence, failure by Intel to ensure such compliance by itsSubsidiary(ies) shall not, by itself, be grounds for Transmeta to terminate this Agreement.     2.3 License Restrictions.          (a) Restrictions on Have Made Rights. Intel acknowledges that any exercise of its“Have Made” rights under Section 2.1(a)(i) and 2.1(a)(ii) is expressly contingent upon Intelentering into a written agreement with its contract designer(s) or manufacturer(s) for the designor manufacture of Licensed Products (a ***“Contract Manufacturing Agreement"***). Each ContractManufacturing Agreement that Intel enters into shall contain provisions that protect Transmeta’sIntellectual Property Rights in and to the Transmeta Technology, Transmeta Technology Deliverablesand Transmeta Confidential Information to at least the same extent Intel protects its ownIntellectual Property Rights.
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          (b) Limited Rights. Intel’s rights in the Transmeta Technology, Transmeta TechnologyDeliverables and Transmeta Confidential Information will be limited to those expressly granted inthis Agreement. Transmeta reserves all rights in and to the Transmeta Technology, TransmetaTechnology Deliverables and Transmeta Confidential Information not expressly granted to Intelhereunder.          (c) Specific Restrictions. Without limiting any restrictions or other limitationsspecified in Section 2.3(a) above, Intel further acknowledges that in no event shall Intel or asublicensed Intel Subsidiary authorize or permit an Intel contract designer or manufacturer toExploit or Have Made a Licensed Product for or on behalf of any party other than Intel or asublicensed Intel Subsidiary, as applicable.**3. TECHNOLOGY TRANSFER SERVICES**     3.1 Transmeta Obligations: Transmeta will deliver to Intel the Transmeta TechnologyDeliverables as set forth in Exhibit A within two (2) months of the Effective Date.     3.2 Technology Transfer Training Services. During and within the one-year periodfollowing the Effective Date (the ***“Technology Transfer Services Period”***), Transmeta will provide toIntel the technology training as set forth in Exhibit A in accordance with the termsspecified therein (***Technology Transfer Training”***).     3.3 Technical Support Services. If requested by Intel, and subject to the Parties’mutual agreement regarding resource requirements and applicable service fees, Transmeta will makeavailable to Intel during the Technology Transfer Services Period the technical support servicesspecified in Exhibit B or as otherwise agreed between the Parties (“***Technical SupportServices***”). Intel will have no obligation to request or engage Transmeta to provide any TechnicalSupport Services pursuant to this Section 3.3 or otherwise. Unless otherwise agreed in writingbetween the Parties, Transmeta will have no obligation to provide additional Technical SupportServices or training of any kind after the expiration of the Technology Transfer Services Period.     3.4 Provision of Transmeta Technology “AS IS”. The Transmeta Technology, TransmetaTechnology Deliverables, Technology Transfer Training and Technical Support Services are provided“AS IS.”**4. TERM AND TERMINATION**     4.1 Term. This Agreement will begin on the Effective Date and will remain in forceperpetually unless and until terminated in accordance with Section 4.2.     4.2 Termination. Either Party may terminate this Agreement if the other Party commitsa material breach of this Agreement and fails to cure such breach within ninety (90) days followingreceipt of written notice from the non-breaching Party specifying the breach.
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     4.3 Effect of Termination. Upon the termination of this Agreement by either Partypursuant to Section 4.2: (i) all licenses and rights granted to Intel hereunder will (x) survive asto Licensed Products in existence or in development as of the effective date of termination(*“****Continuing Products****”*); (y) terminate as to any Licensed Products not in existence or indevelopment as of the effective date of termination; (ii) Intel shall return to Transmeta ordestroy all Transmeta Confidential Information and all Transmeta Technology Deliverables in itspossession or control, provided that Intel (and sublicensed Intel Subsidiaries) may retain areasonable number of copies thereof necessary for the provision of maintenance services to its thenexisting customers to which Intel and/or Intel Subsidiaries had already sold the Licensed Productsand the exercise of the licenses granted in Section 2.1 as to the Continuing Products; and (iii)Transmeta shall return to Intel or destroy all of Intel Confidential Information that Transmeta mayhave obtained through the course of this Agreement.     4.4 Survival. The rights and obligations of the Parties under Sections 1, 2 (only asto Continuing Products), 3.4, 4.3, 4.4, 5, 6, 7, 8, 9 and 10 of this Agreement also will survivethe termination of this Agreement for any reason.     4.5 Confirmation of Intel’s License Rights. The Parties acknowledge that theTransmeta Technology is “intellectual property” as defined in Section 101(35A) of the U.S.Bankruptcy Code (the “***Code***”), that this Agreement is governed by Section 365(n) of the Code, andthat Intel will have the right to exercise all rights provided by Section 365(n) of the Code withrespect to the Transmeta Technology. Without limiting the foregoing, the Parties agree that in theevent that any bankruptcy proceeding is filed by or against Transmeta, and the bankruptcy trusteeor debtor-in-possession rejects this Agreement, Intel will have the right to exercise all rightsprovided by Section 365(n) of the Code, including the right to retain its license rights to theTransmeta Technology under this Agreement and any agreement ancillary to this Agreement, subject toIntel’s ongoing compliance with this Agreement.**5. CONFIDENTIALITY**     5.1 Confidential Information. “***Confidential Information***” means any business ortechnical information of a Party that is identified and/or marked by the disclosing Party asConfidential Information at the time of disclosure. Examples of Confidential Information mayinclude, but is not limited to, any information relating to business processes, operations, productplans, designs, costs, product prices and names, finances, marketing plans, business opportunities,personnel, research, development or know-how; and the terms and conditions of this Agreement. Inaddition, for the purpose of this Agreement: (i) the Transmeta Technology and Transmeta TechnologyDeliverables and information disclosed by Transmeta in connection with providing TechnologyTransfer Training pursuant to Section 3.2 and Technical Support Services pursuant to Section 3.3shall be deemed Transmeta’s Confidential Information unless and until such information falls intoany of the exceptions as provided in Section 5.3 below; and (ii) any Intel Improvements that Intelprovides to Transmeta pursuant to this Agreement shall be deemed Intel Confidential Informationunless and until such
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information falls into any of the exceptions as provided in Section 5.3 below. For theavoidance of doubt, it is acknowledged and agreed by the Parties that Intel has no obligation todisclose Intel Improvements to Transmeta under this Agreement.     5.2 Use and Disclosure Restrictions. For a period of five (5) years from theEffective Date, neither Party (“Receiving Party”) will use the other Party’s (“Disclosing Party”)Confidential Information except for the purposes of exercising its rights and fulfilling itsobligations hereunder, and will not disclose such Confidential Information to any third partyexcept to its employees and consultants as is reasonably required in connection with the exerciseof its rights and the fulfillment of its obligations under this Agreement (and, in case of anyconsultants, only subject to binding use and disclosure restrictions at least as protective asthose protecting the Receiving Party’s own Confidential Information). In addition, Intel maydisclose Transmeta’s Confidential Information to any (i) Intel Subsidiary to which Intel grants asublicense pursuant to Section 2.2 hereof, (ii) to any third-party designer or manufacturer ofIntel or such a sublicensed Intel Subsidiary for the purpose of exercising its rights underSections 2.1(a)(i) and 2.1(a)(ii); and (iii) to any third-party customer of Intel or such asublicensed Intel Subsidiary for the purpose of exercising its rights under Section 2.1; provided,that prior to any such disclosure, each such third party customer must execute a writtennon-disclosure agreement with Intel that contains use and disclosure restrictions at least asprotective as those protecting Intel’s own Confidential Information. Each Party will use allreasonable efforts to protect and to maintain the confidentiality of all of the other Party’sConfidential Information in its possession or control by using the efforts that such Partyordinarily uses with respect to its own Confidential Information of similar nature and importance,but in no event less than reasonable efforts. The foregoing obligations will not restrict eitherParty from disclosing the terms of this Agreement: (i) pursuant to the order or requirement of acourt administrative agency, or other governmental body, provided that the Party required to makesuch a disclosure gives reasonable notice to the other Party, to the extent reasonably practicable,so that the other Party may contest such an order or requirement or seek confidential treatment;(ii) on a confidential basis to its legal or professional advisors; (iii) as required underapplicable securities regulations; and (iv) subject to execution of reasonable and customarywritten confidentiality agreements consistent with the restrictions set forth herein, to present orfuture providers of capital and/or potential acquirers of such Party or its assets associated withthe subject matter of this Agreement.     5.3 Exclusions. The obligations set forth in Section 5.2 will not apply to anyinformation that: (i) is or becomes generally known to the public through no fault or breach ofthis Agreement by the receiving Party; (ii) the receiving Party can document was rightfully knownto the receiving Party at the time of disclosure without an obligation of confidentiality owned tothe disclosing party; (iii) the receiving Party can document was independently developed by thereceiving Party without use of the disclosing Party’s Confidential Information; or (iv) thereceiving Party rightfully obtains from a third Party without restriction on use or disclosure.
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**6. OWNERSHIP**     6.1 Intellectual Property Ownership. It is acknowledged and agreed by the Partiesthat nothing in this Agreement shall affect either Party’s ownership of any Intellectual PropertyRights which exist as of the Effective Date or will be generated independent of this Agreementthereafter.     6.2 Proprietary Notices. Each Party will not delete or in any manner alter thepatent, copyright, trademark, and other proprietary rights notices of the other Party (and itssuppliers, if any) appearing on the documents (including but not limited to the TransmetaTechnology and/or Transmeta Technology Deliverables, Intel Improvements), as provided or otherwisemade available by the other Party hereunder. Each Party shall reproduce such notices on all copiesit makes of the documents, as permitted hereunder.**7. REPRESENTATIONS AND WARRANTIES**     7.1 Warranty of Authority. Each Party represents and warrants to the other Party thatit has the necessary corporate power, right and authority to enter into this Agreement, to carryout its obligations under this Agreement, and to grant the rights herein granted.     7.2 Warranty Disclaimer of Transmeta. EXCEPT AS EXPRESSLY SET FORTH IN SECTION 7.1,TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, TRANSMETA SPECIFICALLY AND EXPRESSLY DISCLAIMSANY AND ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THE TRANSMETA TECHNOLOGY, TRANSMETATECHNOLOGY DELIVERABLES, TECHNOLOGY TRANSFER TRAINING AND TECHNICAL SUPPORT SERVICES, EXPRESS ORIMPLIED, STATUTORY OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY,FITNESS FOR A PARTICULAR PURPOSE, QUALITY, OR NON-INFRINGEMENT, EVEN IF TRANSMETA HAS BEEN MADEAWARE OF ANY PARTICULAR INTEL REQUIREMENTS.     7.3 Warranty Disclaimer of Intel. EXCEPT AS EXPRESSLY SET FORTH IN SECTION 7.1, TOTHE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, INTEL SPECIFICALLY AND EXPRESSLY DISCLAIMS ANY ANDALL WARRANTIES AND CONDITIONS REGARDING INTEL IMPROVEMENTS, EXPRESS OR IMPLIED, STATUTORY OROTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR APARTICULAR PURPOSE, QUALITY, OR NON-INFRINGEMENT, EVEN IF INTEL HAS BEEN MADE AWARE OF ANYPARTICULAR TRANSMETA REQUIREMENTS.
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**8. INFRINGEMENT INDEMNITY**     8.1 Transmeta Obligations. Subject to Sections 8.2 and 8.4, Transmeta will, at itsexpense: (i) defend any third-party action or proceeding brought against Intel (or an IntelSubsidiary) to the extent it is based upon a claim that the Transmeta Technology and/or TransmetaTechnology Deliverables, as provided by Transmeta to Intel under this Agreement, infringes ormisappropriates any Intellectual Property Right of any third party; and (ii) settle such claim andpay any costs, damages and reasonable attorneys’ fees attributable to such claim incurred by Inteland/or Intel Subsidiaries in relation to this claim or that are payable in a settlement approved inadvance and in writing by Transmeta, provided, however, that Transmeta shall not enter into anysettlement that would impose any obligations or liability upon Intel without Intel’s prior writtenconsent.     8.2 Conditions to Defense Obligations. Transmeta will have no obligations to Intelunder this Section 8 unless Intel: (i) provides Transmeta with written notice of the claim withinthirty (30) days of receiving notice of the claim and (ii) provides Transmeta with all reasonablyrequired information and assistance, at Transmeta’s expense, to defend or settle the claim. Intelreserves the right to retain counsel, at Intel’s expense, to participate in the defense andsettlement of any such claim.     8.3 Injunctions. If Intel’s use of the Transmeta Technology and/or TransmetaTechnology Deliverables is, or in Transmeta’s opinion is likely to be, enjoined due to a claim ofthe type specified in Section 8.1 above, then Transmeta will, at its sole option and expense: (i)procure for Intel the right to continue using the Transmeta Technology and/or Transmeta TechnologyDeliverables under the terms of this Agreement; and/or (ii) replace or modify the TransmetaTechnology and/or Transmeta Technology Deliverables to make it non-infringing but substantiallyequivalent in function; or (iii) if options (i) and (ii) above cannot be accomplished despiteTransmeta’s commercially reasonable efforts, then Transmeta and Intel will work together todetermine a mutually agreed-upon alternative solution.     8.4 Exclusions. Notwithstanding the terms of Section 8.1, Transmeta will have noliability for any infringement or misappropriation claim of any kind to the extent it results from:(i) modifications to the Transmeta Technology or Transmeta Technology Deliverables not made byTransmeta or a party authorized in writing by Transmeta, if a claim would not have occurred but forsuch modifications; (ii) the combination, operation or use of the Transmeta Technology or TransmetaTechnology Deliverables with any data, software, products or devices not provided by Transmeta orin connection with processes not provided by Transmeta, if a claim would not have occurred but forsuch combination, operation or use; (iii) Intel’s failure to use updated or modified versions ofthe Transmeta Technology or Transmeta Technology Deliverables provided by Transmeta if a claimwould not have occurred but for such failure to use an updated or modified version; (iv) use of theTransmeta Technology or Transmeta Technology Deliverables by or on behalf of Intel or any IntelSubsidiary other than in accordance with this Agreement; or (v) use of the Transmeta Technology orTransmeta Technology Deliverables in any manner that would cause Transmeta to continue to incurliability to a
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third party with respect to an infringement or misappropriation claim after notice fromTransmeta to cease use thereof.     8.5 Sole Remedy of Intel. AS BETWEEN TRANSMETA AND INTEL, THE PROVISIONS OF THISSECTION 8 SET FORTH TRANSMETA’S SOLE AND EXCLUSIVE OBLIGATIONS, AND INTEL’S SOLE AND EXCLUSIVEREMEDIES, WITH RESPECT TO ANY THIRD-PARTY INTELLECTUAL PROPERTY RIGHTS INFRINGEMENT ORMISAPPROPRIATION CLAIMS OF ANY KIND RELATED TO THE TRANSMETA TECHNOLOGY, TRANSMETA TECHNOLOGYDELIVERABLES, LICENSED PRODUCTS, AND ANY TECHNOLOGY TRANSFER TRAINING AND TECHNICAL SUPPORTSERVICES PROVIDED BY OR FOR TRANSMETA UNDER THIS AGREEMENT.**9. LIMITATION OF LIABILITY**     9.1 Exclusion of Damages. NEITHER PARTY WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL,PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF USE, DATA, BUSINESS, PROFITS, ORGOODWILL) IN CONNECTION WITH, ARISING OUT OF, OR RELATING TO THIS AGREEMENT OR THE USE OF THETRANSMETA TECHNOLOGY, TRANSMETA TECHNOLOGY DELIVERABLES OR FROM TECHNOLOGY TRANSFER TRAINING ORTECHNICAL SUPPORT SERVICES PERFORMED BY TRANSMETA UNDER THIS AGREEMENT, OR INTEL IMPROVEMENTS,WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED UPON CONTRACT, WARRANTY, TORT (INCLUDINGNEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, AND WHETHER OR NOT A PARTY HAS BEEN ADVISED OF THEPOSSIBILITY OF SUCH DAMAGE. The limitation set forth in the previous sentence will not apply to orrestrict in any manner: (a) either Party’s liability arising from a breach of Section 5; (b) eitherParty’s liability arising out of any infringement, misappropriation or violation of the otherParty’s Intellectual Property Rights; or (c) Intel’s liability arising from a breach of Section2.3.     9.2 Total Liability. IN NO EVENT WILL EACH OF TRANSMETA’S TOTAL LIABILITY TO INTELAND INTEL’S TOTAL LIABILITY TO TRANSMETA IN CONNECTION WITH, ARISING OUT OF, OR RELATING TO THISAGREEMENT, FROM ALL CAUSES OF ACTION AND THEORIES OF LIABILITY, EXCEED [* * *]. The limitation setforth in the previous sentence will not apply to or restrict in any manner: (a) either Party’sliability arising from a breach of Section 5; (b) either Party’s liability arising out of anyinfringement, misappropriation or violation of the other Party’s Intellectual Property Rights; or(c) Intel’s liability arising from any breach of Section 2.3.     9.3 Acknowledgment. Intel acknowledges that Transmeta has entered into this Agreementin reliance on the above limitations of liability, and that the same constitute a material basis ofthe bargain between the Parties. The Parties have agreed that the limitations specified above willsurvive any expiration or termination of this
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Agreement and will apply even if any limited remedy specified in this Agreement is found tohave failed of its essential purpose.**10. GENERAL PROVISIONS**     10.1 Assignment. Neither Party may assign or transfer this Agreement and/or anyrights and/or obligations hereunder, in whole or in part, whether by operation of law or otherwise,without the other Party’s express prior written consent, which consent will not be unreasonablydelayed or withheld; provided that any such assignee or transferee shall agree in writing to bebound by the terms and conditions of this Agreement. Any attempt to assign or transfer thisAgreement without such consent, will be null and void and without effect. Notwithstanding theforegoing, either Party may assign or transfer this Agreement, without the other Party’s consent,to a third party that succeeds to all or substantially all of its assets or related business(whether by sale, merger, operation of law or otherwise), and Transmeta may so assign thisAgreement to an assignee or transferee of, or successor in interest to, Transmeta’s rights tolicense the Intellectual Property Rights in and to the Transmeta Technology; provided that any suchassignee, transferee or successor agrees in writing to be bound by the terms and conditions of thisAgreement. Subject to the foregoing, the rights and obligations of the Parties will be bindingupon and inure to the benefit of the Parties’ permitted successors and lawful transferees andassigns.     10.2 Independent Contractors. In performing their respective duties under thisAgreement, each of the Parties will be operating as an independent contractor. Nothing containedherein will in any way constitute any association, partnership, or joint venture between theParties hereto. Neither Party will have the power to bind the other Party or incur obligations onthe other Party’s behalf without the other Party’s prior written consent.     10.3 Equitable Relief. Each Party acknowledges and agrees that any breach of thisAgreement with respect to the other Party’s Confidential Information may cause such other Party toincur irreparable harm and significant injury that would be difficult to ascertain and would not becompensable by damages alone. Accordingly, each Party acknowledges and agrees that, in addition toany and all remedies that the non-breaching Party may have at law or otherwise with respect to sucha breach, the non-breaching Party will have the right to obtain specific performance, injunction orother appropriate equitable relief.     10.4 Notice. All notices required or permitted under this Agreement will be inwriting and delivered by confirmed facsimile transmission, by courier or overnight deliveryservices, or by certified mail, and in each instance will be deemed given upon receipt. Allcommunications will be sent to the addresses set forth below or to such other address as may bespecified by either Party to the other in accordance with this Section. Either Party may changeits address for notices under this Agreement by giving written notice to the other Party by themeans specified in this Section.
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   If to Transmeta: If to Intel: President General CounselTransmeta Corporation Intel Corporation2540 Mission College Blvd. 2200 Mission College Blvd.Santa Clara, CA 95054 Santa Clara, CA 95052 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 95052   Mark A. Leahy, Esq.  Fenwick & West LLP  801 California Street  Mountain View, CA 94041       10.5 Compliance with Law; Export Controls. Each Party will comply with all laws andregulations applicable to such Party’s performance of this Agreement. Without limiting thegenerality of the foregoing, each Party will comply fully with all relevant export laws andregulations of the United States and all other countries having competent jurisdiction (“***ExportLaws***”) to ensure that neither the Transmeta Technology, Transmeta Technology Deliverables nor anydirect product thereof or technical data related thereto is: (i) exported or re-exported directlyor indirectly in violation of Export Laws; or (ii) used for any purposes prohibited by the ExportLaws, including, but not limited to nuclear, chemical, or biological weapons proliferation.     10.6 Waiver. No failure by either Party to exercise or enforce any of its rightsunder this Agreement will act as a waiver of such rights, and no waiver of a breach in a particularsituation will be held to be a waiver of any other or subsequent breach.     10.7 Severability. If any provision of this Agreement is found invalid orunenforceable, that provision will be enforced to the maximum extent possible, and the otherprovisions of this Agreement will remain in force.     10.8 Non-Exclusive Remedy. Except as otherwise set forth in this Agreement, theexercise by either Party of any of its remedies under this Agreement will be without prejudice toits other remedies under this Agreement or otherwise.     10.9 Force Majeure. Neither Party will be liable to the other Party for any delay orfailure in its performance of this Agreement to the extent that such delay or failure is due tocauses beyond its reasonable control, including, but not limited to, acts of God, fires,earthquake, explosions, labor disputes, war, terrorism, riots, inability to obtain
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energy or supplies, provided, that the non-performing Party promptly furnishes notice to theother Party and resumes performance as soon as practicable.     10.10 Governing Law. This Agreement will be governed by and construed in accordancewith the laws of the State of Delaware. The parties expressly disclaim the application of the U.N.Convention on Contracts for the International Sale of Goods*.*     10.11 Entire Agreement. This Agreement, including its exhibits, constitutes thecomplete and exclusive understanding and agreement between the Parties relating to the subjectmatter hereof and supersedes all contemporaneous and prior understandings, agreements andcommunications (both written and oral) relating to its subject matter; provided, however, that theSettlement Agreement shall continue in full force and effect without regard to the existence orvalidity of this Agreement. No modifications, alterations or amendments will be effective unlessin writing signed by duly authorized representatives of both Parties.     10.12 Publicity. Except as required by applicable law, neither Party willindividually make or issue any press release or public statement related to this Agreement or anyof the rights or obligations undertaken by either Party hereunder unless agreed otherwise inwriting by both Parties prior to the issuance of any such press release or public statement.     10.13 Counterparts. This Agreement may be executed in multiple counterparts, each ofwhich will be deemed an original but all of which together will constitute one and the sameinstrument.          IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by theirduly-authorized representatives as of the Effective Date.           TRANSMETA CORPORATION:   INTEL CORPORATION:             By: /s/ LESTER M. CRUDELE    By: /s/ SUZAN A. MILLER              Name: Lester M. Crudele   Name: Suzan A. Miller  Title: President & Chief Executive Officer   Title: Vice President & Deputy General Counsel  Date: December 31, 2007   Date: December 31, 2007  
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**EXHIBIT A****Transmeta Technology, Transmeta Technology Deliverables and****Training Services**The following documents and intellectual property will be delivered substantially in the formdescribed below, although the exact titles and contents may change. The specific titles andbulleted descriptions are meant to be indicative of the content of each document.**1. Transmeta LongRun Power Management Overview**