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EXHIBIT 10.17
CONFIDENTIAL TREATMENT REQUESTED TECHNOLOGY TRANSFER SERVICES AND TECHNOLOGY LICENSE AGREEMENT This Technology Transfer Services and Technology License Agreement (Agreement) is made and
entered into as of March 25, 2004 (Effective Date), by and between Transmeta Corporation, a
Delaware corporation having its principal place of business at 3990 Freedom Circle, Santa Clara, CA
95054, U.S.A. (Transmeta) and NEC Electronics Corporation, a Japanese corporation having its
principal place of business at 1753, Shimonumabe, Nakahara-ku, Kawasaki, Kanagawa 211-8668, Japan
(NECEL). RECITALS A. Transmeta develops and sells software-based microprocessors and related hardware and
software technologies. B. Transmeta has developed certain proprietary power management and related technologies,
including Transmeta Technology (as defined below). C. NECEL desires that Transmeta grant NECEL a license under Transmetas Intellectual Property
Rights (as defined below) in and to the Transmeta Technology, and Transmeta is willing to grant
NECEL such a license, subject to and in accordance with the terms and conditions of this Agreement,
for NECEL to use the Transmeta Technology only with its * * * CMOS technology generations, and any
intermediate (i.e., internode) generations thereof. D. NECEL desires that Transmeta provide NECEL with certain technology transfer and technical
support services related to the Transmeta Technology and Transmeta is willing to provide NECEL with
such services, subject to and in accordance with the terms of this Agreement. NOW, THEREFORE, in consideration of the foregoing, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:  1.
    DEFINITIONS   * * * Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidential request. Omissions are designated as * * *. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission. NECEL / Transmeta Agreement
    
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1.1
    Have Manufacturedmeans for NECEL (or a sublicensed NECEL Subsidiary (as defined below)) to
contract with a third party or parties to perform manufacturing functions for and on behalf of
NECEL (or the sublicensed NECEL Subsidiary).1.2
    Intellectual Property Rights means patent rights (including patent applications and
disclosures), mask work rights, copyrights, rights in trade secrets and know-how, and any
other intellectual property rights recognized in any country or jurisdiction in the world,
exclusive of rights in and to trademarks, trade names, logos, service marks, other
designations of source and design patents and design patent applications.1.3
    LongRun2 Products means CMOS integrated circuit semiconductor devices that are based on,
manufactured utilizing, embody, implement, incorporate or practice the Transmeta Technology,
in whole or in part.1.4
    NECEL Improvements means any improvements, modifications, enhancements, extensions to, or
derivative works based upon the Transmeta Technology, in whole or in part, developed by or for
NECEL or an NECEL Subsidiary.1.5
    Subsidiary means any entity that a party controls. For purpose of this definition,
controls means having: (i) ownership of more than fifty percent (50%) of the equity
securities entitled to vote for the election of directors (or, in the case of an entity that
is not a corporation, for the election of the corresponding managing authority); or (ii) the
right to vote for or appoint a majority of the board of directors or other governing body of
such entity. Any entity will be deemed to be a Subsidiary only so long as such control
exists. Subsidiary(ies) of NECEL will be referred to as NECEL Subsidiary(ies) and those of
Transmeta will be referred to as Transmeta Subsidiary(ies).1.6
    Patentmeans any patent or patent application, worldwide, owned or controlled by a party at
any time during the term of this Agreement, except for design patents and design patent
applications.1.7
    Transmeta Technologymeans certain proprietary power management and related technologies,
including technologies referenced as LongRun2, which are a collection of technical
approaches which can be used to improve the characteristics of CMOS chips with respect to
total chip power, active power, leakage power, performance, die size, yield and/or production
costs and are a superset of, and therefore include, technologies referenced as LongRun, all
as described in Exhibit A attached hereto, and including any improvements,
modifications, enhancements, extensions thereto or derivative works based   * * * Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidential request. Omissions are designated as * * *. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission. NECEL / Transmeta Agreement
    
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thereon, in whole or in part, developed by or for Transmeta or Transmeta Subsidiaries, that
Transmeta provides to NECEL pursuant to the terms of this Agreement.1.8
    Transmeta Technology Deliverablesmeans those items of Transmeta Technology specified in
Exhibit B, attached hereto, that Transmeta will deliver to NECEL in accordance with
the terms of this Agreement.1.9
    Transmeta Documents means the documents included in the Transmeta Technology Deliverables
specified in Exhibit B, attached hereto, that Transmeta will deliver to NECEL in
accordance with the terms of this Agreement.2.
    LICENSES, LICENSE ROYALTIES AND NON-ASSERTION RIGHTS2.1
    License Grant. Subject to NECELs compliance with all of the terms and conditions of
this Agreement (including, without limitation, timely payment of all applicable fees,
royalties and any other amounts payable hereunder), Transmeta hereby grants to NECEL a
worldwide, nonexclusive, nontransferable (except as specified in Section 12.1),
non-sublicensable (except as specified in Section 2.2) and royalty-bearing license under all
of Transmetas Intellectual Property Rights in and to Transmeta Technology to:  (a)
    use (and have used), reproduce (and have reproduced), modify
(and have modified), extend (and have extended), improve (and have improved)
and create derivative works (and have created derivative works) based upon the
Transmeta Technology solely for the purpose of designing and developing
LongRun2 Products for * * * CMOS semiconductor technology generations (and any
intermediate (i.e. internode) generations thereof) (Licensed LongRun2
Products);(b)
    manufacture (and Have Manufactured), use (and have used),
offer for sale, sell and import Licensed LongRun2 Products; and(c)
    use (and have used), reproduce (and have reproduced), modify
(and have modified), translate (and have translated), summarize (and have
summarized), and distribute (and have distributed) the Transmeta Documents,
provided that NECEL will comply with the confidentiality obligations hereunder
to the extent Transmeta Confidential Information (as defined below) is
included.  2.2
    NECEL Subsidiaries. NECEL has the right to sublicense any (or all) of the license
rights granted in Section 2.1 to any NECEL Subsidiary. NECEL,   * * * Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidential request. Omissions are designated as * * *. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission. NECEL / Transmeta Agreement
    
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however, hereby guarantees the compliance by each and
every such NECEL Subsidiary with the terms and conditions
of this Agreement, and NECEL and such NECEL Subsidiaries
shall be jointly and severally liable for any breach
thereof by any such NECEL Subsidiary.2.3
    License Restrictions.  (a)
    Restrictions on Have Manufactured Rights. NECEL
acknowledges that any exercise of its Have Manufactured rights under Section
2.1 is expressly contingent upon NECELs entering into a written agreement
with its contract manufacturer(s) containing provisions that protect
Transmetas Intellectual Property Rights in and to the Transmeta Technology,
Transmeta Technology Deliverables and Transmetas Confidential Information to
at least the same extent as the terms and conditions of this Agreement; and
which grants Transmeta full rights, as a third party beneficiary, to enforce
all restrictions in such written agreements on the use and disclosure of the
Transmeta Intellectual Property Rights, Transmeta Technology, Transmeta
Technology Deliverables and Transmetas Confidential Information. At
Transmetas reasonable request, NECEL will furnish Transmeta with a copy of
the applicable portion (which relates to the protection of Transmetas
Intellectual Property Rights and Confidential Information) of each such
written agreement. The foregoing shall not apply to those contract
manufacturers (i) which only perform the assembly or testing processes and/or
(ii) to which NECEL will not disclose any Transmeta Technology, Transmeta
Technology Deliverables and Transmetas Confidential Information.(b)
    Specific Restrictions. Without limiting any
restrictions or other limitations specified in Section 2.3(a) above, NECEL
further acknowledges that, in no event, will an NECEL contract manufacturer be
permitted to manufacture, use, offer to sale, sell, import or otherwise
distribute any LongRun2 Product for or on behalf of any party other than NECEL
or an NECEL Subsidiary, as applicable.(c)
    Limited Rights. NECELs rights in the Transmeta
Technology, Transmeta Technology Deliverables and Transmetas Confidential
Information will be limited to those expressly granted in this Agreement.
Transmeta reserves all rights in and to the Transmeta Technology, Transmeta
Technology Deliverables and Transmetas Confidential Information not expressly
granted to NECEL   * * * Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidential request. Omissions are designated as * * *. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission. NECEL / Transmeta Agreement
    
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hereunder. For the avoidance of doubt, NECEL acknowledges and agrees that
it may not use (or have used), reproduce (or have reproduced), modify (or
have modified), extend, improve, create derivative works based upon the
Transmeta Technology, Transmeta Technology Deliverables, or Transmeta
Confidential Information, or manufacture (or Have Manufactured), offer for
sale, sell or import the Licensed LongRun2 Product, except as expressly
authorized in this Agreement.  2.4
    Royalties. For each Licensed LongRun2 Product sold or Otherwise Disposed of (as
defined in Exhibit E) by or for NECEL or NECEL Subsidiaries, NECEL will pay Transmeta the
non-refundable royalties calculated in accordance with the applicable royalty schedule set
forth in Exhibit E. Royalties shall accrue upon the shipment of each Licensed
LongRun2 Product. Within * * * after (i) the end of each calendar quarter during the term of
this Agreement in which the royalty accrues and (ii) the termination of this Agreement, NECEL
shall submit to Transmeta the payment of royalties due as shown in the Royalty Report (as
defined below). No royalty shall accrue for any Licensed LongRun2 Products shipped as a
replacement for any defective Licensed LongRun2 Products or shipped by NECEL and/or NECEL
Subsidiaries for sample shipments without any charge to their customers. Royalties already
paid for any Licensed LongRun2 Products shipped but returned will be credited against future
royalties to be paid by NECEL to Transmeta.2.5
    Most Favored Pricing. If, subsequent to the Effective Date of this Agreement,
Transmeta enters into a similar license agreement for the Transmeta Technology with an
unrelated third party similarly situated to NECEL, and such agreement provides for royalty
terms more favorable than the corresponding terms specified in this Agreement, then, at
NECELs option, this Agreement will be amended to incorporate such more favorable terms, which
terms shall come into effect as of the effective date of such more favorable third party
agreement, and if necessary, the parties shall make the appropriate royalty adjustments, which
will be applicable to all Licensed LongRun2 Products shipping after the date of such
amendment.2.6
    Non-Assertion of Patent Rights in NECEL Improvements. NECEL, on behalf of itself and
all NECEL Subsidiaries, hereby covenants not to sue for infringement of or otherwise assert
rights in any of its Patents in or to NECEL Improvements against:  (a)
    Transmeta and Transmeta Subsidiaries;   * * * Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidential request. Omissions are designated as * * *. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission. NECEL / Transmeta Agreement
    
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(b)
    distributors and customers (including but not limited to
end-user customers) of Transmeta and Transmeta Subsidiaries (hereinafter
collectively Protected Parties); on the grounds that such Protected Parties
are using, selling, offering for sale, importing, exporting, or otherwise
distributing LongRun2 Products manufactured by, for, on behalf of or at the
request of Transmeta or Transmeta Subsidiaries; and(c)
    contract semiconductor device manufacturers of Transmeta and
Transmeta Subsidiaries (Fabs), on the grounds that such Fabs are
manufacturing LongRun2 Products for, on behalf of or at the request of
Transmeta or Transmeta Subsidiaries.  For the avoidance of doubt, in no event shall this obligation be construed to restrict
NECELs right to assert rights in any of its Patents in or to NECEL Improvements against such
Protected Parties concerning such Protected Parties use, sale, offering of sale, import,
export or distribution of any product other than the LongRun2 Products, nor shall this
obligation be construed to restrict NECELs right to assert rights in any of its Patents in
or to NECEL Improvements against any Fab concerning its manufacture of any product other than
LongRun2 Products or such Fabs manufacture of LongRun2 Products not for, on behalf or at the
request of Transmeta or Transmeta Subsidiaries.2.7
    Release. Notwithstanding Section 2.6 above, if Protected Parties or Fabs first sue
or make a written allegation against NECEL and/or NECEL Subsidiaries for patent infringement
which relates to NECEL Improvements, then NECELs or NECEL Subsidiaries covenants not to sue
set forth in Section 2.6 above shall not apply to such party which sues or makes a written
allegation.2.8
    Additional Patent Licensing. At Transmetas request, at any time during the term of
this Agreement, NECEL will negotiate in good faith the granting of a license under any NECEL
Patent related to Transmetas LongRun2 Products. The terms of such license, including any
applicable royalty, will be on a reasonable and non-discriminatory basis, and if agreed upon,
will be documented in a separate agreement.3.
    TECHNOLOGY TRANSFER SERVICES AND FEES THEREFOR3.1
    Transmeta Obligations: Subject to NECELs payment of the technology transfer
services fee in accordance with Section 3.5 below, Transmeta will provide NECEL with the
following services for technology transfer:   * * * Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidential request. Omissions are designated as * * *. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission. NECEL / Transmeta Agreement
    
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(a)
    Transmeta Technology Deliverables and Training.
During the * * * period following the Effective Date (the Technology Transfer
Services Period), Transmeta will deliver to NECEL: (i) the Transmeta
Technology Deliverables as set forth in Exhibit B as soon as
reasonably practical after such deliverables become available, but in no event
later than * * *; and (ii) certain technology training as set forth in Exhibit
B in accordance with the terms specified therein (Technology Transfer
Training). Unless otherwise agreed in writing between the parties, Transmeta
will have no obligation to provide additional deliverables or training of any
kind after the expiration of the Technology Transfer Services Period(b)
    Technical Support Services. During the Technology
Transfer Services Period, Transmeta will provide to NECEL certain technical
support services, as specified in Exhibit C (Technical Support
Services).(c)
    Maintenance Services. During the Technology Transfer
Services Period, Transmeta will provide or make available to NECEL the
maintenance services as specified in Exhibit C (Maintenance Services).  3.2
    Additional Maintenance Services. Upon the expiration of the Technology Transfer
Services Period, NECEL may, at its option, request Transmeta to continue providing Maintenance
Services, at a reasonable separate fee. The terms and conditions for such additional
Maintenance Services shall be discussed in good faith and, if agreed upon, will be documented
in a separate agreement. Notwithstanding anything else set forth herein, unless otherwise
agreed in writing between the parties, Transmetas obligation to provide Technology Transfer
Training and/or Technical Support Services shall not extend beyond the expiration of the
Technology Transfer Services Period, even in the event that NECEL has not by that time fully
utilized all Technical Support Services described in Exhibit C, has not succeeded in
bringing up a LongRun2 Product production process, or has not successfully manufactured a
LongRun2 Product.3.3
    Provision of Transmeta Technology AS IS. The Transmeta Technology, Transmeta
Technology Deliverables, Technology Transfer Training, Technical Support Services and
Maintenance Services are provided AS IS.3.4
    Acknowledgement of Confidential Information. NECEL acknowledges that the Transmeta
Technology, Transmeta Technology Deliverables, Technology   * * * Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidential request. Omissions are designated as * * *. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission. NECEL / Transmeta Agreement
    
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Transfer Training, Technical Support Services and Maintenance Services contain and will
disclose to NECEL certain highly valuable trade secrets of Transmeta.3.5
    Technology Transfer Services Fee. In consideration of Transmetas delivery of the
Transmeta Technology Deliverables and Technology Transfer Training pursuant to Section 3.1(a)
during the Technology Transfer Services Period, NECEL will pay Transmeta a one-time technology
transfer fee of * * * in accordance with the payment schedule set forth in Exhibit D.
The technology transfer fee payable by NECEL hereunder is non-refundable, non-recoupable, and
is not creditable against the royalties which may become payable by NECEL under Section 2.4.
This payment is in no way dependent upon NECEL successfully manufacturing a LongRun2 Product
or bringing up a LongRun2 Product production process.3.6
    Technical Support Services and Maintenance Services Fee. In consideration of
Transmetas providing Technical Support Services pursuant to Section 3.1(b) and Maintenance
Services pursuant to Section 3.1(c) during the Technology Transfer Services Period, NECEL will
pay Transmeta a fee of * * * in accordance with the payment schedule set forth in Exhibit
D. The fee for Technical Support Services and Maintenance Services payable by NECEL
hereunder is non-refundable, non-recoupable, and is not creditable against the royalties which
may become payable by NECEL under Section 2.4. This payment is in no way dependent upon NECEL
successfully manufacturing a LongRun2 Product or bringing up a LongRun2 Product production
process.3.7
    Reservation of Rights. Nothing in this Section 3 will be deemed to limit NECELs
right to seek damages in connection with a termination of this Agreement by NECEL pursuant to
Section 6.2.4.
    PAYMENT, INTEREST AND TAXES4.1
    Payment Method. All payments shall be made in U.S. dollars at the telegraphic
transfer selling (TTS) exchange rate of the bank of NECELs choice by wire transfer to the
bank account to be separately designated in writing by Transmeta.4.2
    Interest and Other Payment Terms. Any payments made after the applicable due date
will incur interest at the rate of * * *. All amounts specified in this Agreement will be
paid in U.S. dollars and will not be subject to setoff against any amounts of claims that
Transmeta owes to NECEL under this Agreement or under any other agreement.4.3
    Taxes. NECEL will pay any and all national, state, prefecture, city, local and other
excise, sales, use, value-added and other taxes and duties imposed by any   * * * Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidential request. Omissions are designated as * * *. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission. NECEL / Transmeta Agreement
    
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and all applicable laws and regulations in respect of the payments made under this
Agreement or otherwise arising out of this Agreement, other than taxes based upon
Transmetas net income. If it is required under applicable law, NECEL may pay, on
Transmetas behalf, any withholding taxes that are required to be paid under applicable
law. In this event, NECEL will furnish Transmeta with written documentation of such
payments, including but not limited to receipts, of any and all such taxes paid by NECEL.5.
    RECORDS AND AUDIT REQUIREMENTS5.1
    Records. For at least * * * after the completion of each calendar quarter, NECEL
will maintain complete and accurate books, records and accounts as are reasonably necessary to
verify the royalty payments made by NECEL hereunder.5.2
    Reports. Within * * * after (i) the end of each calendar quarter during the term of
this Agreement; and (ii) the termination of this Agreement, NECEL will furnish to Transmeta a
written report specifying the royalties owed for the relevant period (Royalty Report). If
no royalties are due, that fact will be shown on such Royalty Report. The content, form and
format of such Royalty Reports will be as mutually agreed to by the parties, but will include,
at a minimum, the quantity and average sales price of each royalty-bearing Licensed LongRun2
Product type upon which a royalty fee is due and whether royalty schedule (a) or (b) of
Exhibit E was used to determine the royalty payment due.5.3
    Audit. During the term of this Agreement and for a period of * * * thereafter, upon
at least * * * prior written notice to NECEL, Transmeta will have the right, at its own cost
and expense, to authorize a certified public accounting firm, with NECELs prior consent which
will not be unreasonably withheld or delayed, to audit NECELs books, records, and accounts,
and other relevant information for the purpose of verifying the accuracy of the amount of
royalties reported by NECEL in Royalty Reports pursuant to Section 5.2, provided that such
audit shall be conducted during the normal business hours of NECEL and no more frequently than
once a year. If the accounting firm concludes that additional amounts were owed during the
audited period, NECEL will pay such additional amounts plus interest calculated in accordance
with Section 4.2, within * * * of the date Transmeta delivers the accounting firms written
report to NECEL. Transmeta will pay the fees and expenses charged by the accounting firm;
provided however, if the audit discloses that the royalties payable by NECEL for the audited
period are * * * of the amounts actually paid for such period, then NECEL will pay the
reasonable fees and expenses charged by the accounting firm.6.
    TERM AND TERMINATION   * * * Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidential request. Omissions are designated as * * *. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission. NECEL / Transmeta Agreement
    
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6.1
    Term. This Agreement will begin on the Effective Date and will remain in force
unless and until terminated in accordance with Section 6.2 or 6.3 below.6.2
    Termination. Either party may terminate this Agreement: (i) if the other party
breaches any material term or condition of this Agreement that is curable and fails to cure
such breach within * * * following receipt of written notice from the
non-breaching party; or (ii) immediately upon written notice to the other party if such other
party breaches any material term or condition of this Agreement that is not curable.6.3
    Termination for Convenience. After the expiration of the Technology Transfer Services
Period, NECEL may terminate this Agreement for convenience by giving * * * prior written
notice to Transmeta.6.4
    Effect of Termination. Upon the termination of this Agreement by either party for
any reason: (i) except as otherwise expressly provided in this Agreement, all licenses and
rights granted to NECEL hereunder will immediately terminate; (ii) NECEL shall promptly return
to Transmeta or destroy all of Transmetas Confidential Information and all Transmeta
Technology Deliverables in its possession or control, and provide Transmeta with an officers
written certification, certifying to the return or destruction of all such Transmetas
Confidential Information and Transmeta Technology Deliverables, provided that NECEL (and
sublicensed NECEL Subsidiaries) may retain a reasonable number of copies thereof necessary for
the provision of maintenance services to its then existing customers to which NECEL and/or
NECEL Subsidiaries had already sold or otherwise distributed the Licensed LongRun2 Products;
and (iii) Transmeta shall promptly return to NECEL or destroy all of NECELs Confidential
Information that Transmeta may have obtained through the course of this Agreement, and provide
NECEL with an officers written certification, certifying to the return or destruction of all
such Confidential Information.6.5
    Survival. NECELs obligation to pay any accrued unpaid amounts due to Transmeta will
survive termination of this Agreement for any reason. The rights and obligations of the
parties under Sections 1, 2.3, 3.3, 3.4, 3.7, 4, 5, 6.4, 6.5, 7, 8, 9, 10, 11 and 12 of this
Agreement also will survive the termination of this Agreement for any reason. The license
rights granted by Transmeta under Sections 2.1 and 2.2 and the covenants not to sue granted by
NECEL under Section 2.6 (along with the release thereof set forth in Section 2.7) will survive
termination of this Agreement for any reason with respect to any and all products sold and
invoiced prior to the effective date of termination. In addition, and without limiting the
foregoing, in the event Transmeta terminates this Agreement pursuant to Section 6.2 for
NECELs breach, the covenants not to sue granted by NECEL under Section 2.6 (along with the
release thereof set forth in Section 2.7)   * * * Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidential request. Omissions are designated as * * *. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission. NECEL / Transmeta Agreement
    
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shall survive and shall continue to apply to products made and processes used before, on
and after the effective date of termination.7.
    CONFIDENTIALITY7.1
    Confidential Information. Confidential Information means: any business or
technical information that a party hereto desires to protect against unauthorized use or
disclosure and is identified and/or marked by the disclosing party as Confidential Information
at the time of disclosure, including but not limited to any information relating to business
processes, operations, product plans, 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. In addition, for the purpose of this Agreement (i) the
Transmeta Technology and Transmeta Technology Deliverables and (ii) information disclosed by
Transmeta in connection with providing Technology Transfer Training pursuant to Section 3.1(a)
and Technical Support Services pursuant to Section 3.1(b) shall be deemed Transmetas
Confidential Information unless and until such information falls into any of the exceptions as
provided in Section 7.3 below.7.2
    Use and Disclosure Restrictions. Neither party will use the other partys
Confidential Information except for the purposes of exercising its rights and fulfilling its
obligations hereunder, and will not disclose such Confidential Information to any third party
except to its employees and consultants as is reasonably required in connection with the
exercise of its rights and the fulfillment of its obligations under this Agreement (and, in
case of any consultants, only subject to binding use and disclosure restrictions at least as
protective as those set forth herein to be executed in writing by such consultants). In
addition, NECEL may disclose Transmetas Confidential Information to any (i) NECEL Subsidiary
to which NECEL grants a sublicense pursuant to Section 2.2 hereof and (ii) to any third party
manufacturer of NECEL or such a sublicensed NECEL Subsidiary for the purpose of exercising its
rights under Section 2.1(b). Each party will use all reasonable efforts to protect and to
maintain the confidentiality of all of the other partys Confidential Information in its
possession or control by using the efforts that such party ordinarily uses with respect to its
own proprietary information of similar nature and importance, but in no event less than
reasonable efforts. The foregoing obligations will not restrict either party from disclosing
the terms of this Agreement: (i) pursuant to the order or requirement of a court,
administrative agency, or other governmental body, provided that the party required to make
such 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; (ii) on a
confidential basis to its legal or professional financial advisors; (iii) as required under
applicable securities regulations; and   * * * Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidential request. Omissions are designated as * * *. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission. NECEL / Transmeta Agreement
    
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(iv) subject to execution of reasonable and customary written confidentiality agreements
consistent with the restrictions set forth herein, to present or future providers of
capital and/or potential investors in or acquirers of such party or its assets associated
with the subject matter of this Agreement.7.3
    Exclusions. The obligations set forth in Section 7.2 will not apply to any
information that: (i) is or becomes generally known to the public through no fault or breach
of this Agreement by the receiving party; (ii) the receiving party can document was rightfully
known to the receiving party at the time of disclosure without an obligation of
confidentiality; (iii) the receiving party can document was independently developed by the
receiving party without use of the disclosing partys Confidential Information; or (iv) the
receiving party rightfully obtains from a third party without restriction on use or
disclosure.8.
    OWNERSHIP8.1
    Transmeta Ownership. NECEL acknowledges and agrees that, as between Transmeta and
NECEL, Transmeta owns all right, title, and interest in and to the Transmeta Technology
Deliverables, Transmeta Technology and Transmetas Confidential Information, including all
Intellectual Property Rights therein, subject to the license rights granted therein.8.2
    NECEL Ownership. Transmeta acknowledges and agrees that, as between NECEL and
Transmeta, NECEL owns all right, title, and interest in and to the NECEL Improvements and
NECELs Confidential Information, including all Intellectual Property Rights therein, subject
to the obligation not to assert certain Patent rights as set forth herein.8.3
    Proprietary Notices. NECEL will not delete or in any manner alter the patent,
copyright, trademark, and other proprietary rights notices of Transmeta (and its suppliers, if
any) appearing on the Transmeta Technology and/or Transmeta Technology Deliverables, as
provided or otherwise made available by Transmeta hereunder. NECEL shall reproduce such
notices on all copies it makes of the Transmeta Technology and Transmeta Technology
Deliverables, as permitted hereunder.9.
    REPRESENTATIONS AND WARRANTIES9.1
    Warranty of Authority. Each party represents and warrants to the other party that it
has the necessary corporate power, right and authority to enter into this Agreement, to carry
out its obligations under this Agreement, and to grant the rights herein granted.   * * * Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidential request. Omissions are designated as * * *. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission. NECEL / Transmeta Agreement
    
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9.2
    Warranty Disclaimer. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, TRANSMETA
SPECIFICALLY AND EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED,
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
MADE AWARE OF ANY PARTICULAR NECEL REQUIREMENTS.10.
    INFRINGEMENT INDEMNITY10.1
    Transmeta Obligations. Subject to Sections 10.2, 10.3, and 10.5, Transmeta will, at
its expense: (i) defend any third-party action or proceeding brought against NECEL (or an
NECEL Subsidiary) to the extent that it is based upon a claim that the Transmeta Technology
and/or Transmeta Technology Deliverables, as provided by Transmeta to NECEL under this
Agreement, infringes or misappropriates any Intellectual Property Rights of any third party
and (ii) settle such claim and pay any costs, damages and reasonable attorneys fees
attributable to such claim incurred by NECEL and/or NECEL Subsidiaries in relation to this
claim or that are payable in a settlement approved in advance and in writing, by Transmeta,
provided, however, that Transmeta shall not enter into any settlement that adversely affects
NECELs rights, or imposes any obligations upon NECEL, without NECELs prior written consent.10.2
    NECEL Obligations. Subject to Sections 10.1 and 10.3, NECEL will, at its expense:
(i) defend any third-party action or proceeding brought against Transmeta to the extent that
it is based on a claim arising out of or resulting from NECELs or any NECEL Subsidiarys
manufacturing, use, offer for sale, sale, licensing, duplication, distribution, marketing,
export and/or import of any LongRun2 Product, except to the extent based upon a claim covered
by Section 10.1; and (ii) settle such claim and pay any costs, damages and reasonable
attorneys fees attributable to such claim incurred by Transmeta in relation to this claim or
that are payable in settlement approved in advance and in writing, by NECEL, provided,
however, that NECEL shall not enter into any settlement that adversely affects Transmetas
rights, or imposes any obligations upon Transmeta, without Transmetas prior written consent.10.3
    Conditions to Defense Obligations. For the purposes hereof, the Defending Party
means the party requested to defend the other party under Section 10.1 or 10.2, as the case
may be, and the Defended Partymeans the party making such a request. The Defending Party
will have no obligations to the Defended Party under this Section 10 unless the Defended
Party: (i) provides the Defending Party with prompt written notice of the claim; (ii)
provides the Defending Party with all   * * * Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidential request. Omissions are designated as * * *. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission. NECEL / Transmeta Agreement
    
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reasonable information and assistance, at the Defending Partys expense, to defend or
settle the claim; and (iii) (subject to the provisos as set forth in Sections 10.1 (ii) and
10.2 (ii),) grants the Defending Party authority and sole control of the defense and
settlement of the claim. The Defended Party reserves the right to retain counsel, at the
Defended Partys expense, to participate in the defense and settlement of any such claim.10.4
    Injunctions. If NECELs use of the Transmeta Technology and/or Transmeta Technology
Deliverables is, or in Transmetas opinion is likely to be, enjoined due to the type of claim
specified in Section 10.1 above, then Transmeta will, at its sole option and expense: (i)
procure for NECEL the right to continue using the Transmeta Technology and/or Transmeta
Technology Deliverables under the terms of this Agreement; and/or (ii) replace or modify the
Transmeta Technology and/or Transmeta Technology Deliverables to make it non-infringing but
substantially equivalent in function; or (iii) if options (i) and (ii) above cannot be
accomplished despite Transmetas best efforts, then Transmeta and NECEL will work together to
determine an alternative solution.10.5
    Exclusions. Notwithstanding the terms of Section 10.1, Transmeta will have no
liability 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 by Transmeta or a party authorized in writing by Transmeta, if a claim would not have
occurred but for such modifications; (ii) the combination, operation or use of the Transmeta
Technology or Transmeta Technology Deliverables with any data, software, products or devices
not provided by Transmeta or in connection with processes not provided by Transmeta, if a
claim would not have occurred but for such combination, operation or use; (iii) NECELs
failure to use updated or modified versions of the Transmeta Technology or Transmeta
Technology Deliverables provided by Transmeta to avoid a claim; or (iv) use of the Transmeta
Technology or Transmeta Technology Deliverables by or on behalf of NECEL or any NECEL
Subsidiary other than in accordance with this Agreement.10.6
    Sole Remedy. THE PROVISIONS OF THIS SECTION 10 SET FORTH TRANSMETAS SOLE AND
EXCLUSIVE OBLIGATIONS, AND NECELS SOLE AND EXCLUSIVE REMEDIES, WITH RESPECT TO ANY
INTELLECTUAL PROPERTY INFRINGEMENT OR MISAPPROPRIATION CLAIMS OF ANY KIND RELATED TO THE
TRANSMETA TECHNOLOGY, TRANSMETA TECHNOLOGY DELIVERABLES, LONGRUN2 PRODUCTS, AND ANY TECHNOLOGY
TRANSFER TRAINING, TECHNICAL SUPPORT SERVICES AND MAINTENANCE SERVICES PROVIDED BY OR FOR
TRANSMETA UNDER THIS AGREEMENT.   * * * Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidential request. Omissions are designated as * * *. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission. NECEL / Transmeta Agreement
    
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11.
    LIMITATION OF LIABILITY11.1
    Exclusion of Damages. NEITHER PARTY WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL,
PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF USE, DATA, BUSINESS, PROFITS,
OR GOODWILL) IN CONNECTION WITH, ARISING OUT OF, OR RELATING TO THIS AGREEMENT OR THE USE OF
THE TRANSMETA TECHNOLOGY, TRANSMETA TECHNOLOGY DELIVERABLES OR FROM TECHNOLOGY TRANSFER
TRAINING, TECHNICAL SUPPORT SERVICES OR MAINTENANCE SERVICES PERFORMED BY TRANSMETA UNDER THIS
AGREEMENT, WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED UPON CONTRACT, WARRANTY, TORT
(INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, AND WHETHER OR NOT A PARTY HAS BEEN
ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. The foregoing limitation will not apply to or
restrict in any manner: (a) either partys liability arising from a breach of Section 7; (b)
either partys liability arising out of any infringement, misappropriation or violation by the
other partys Intellectual Property Rights; or (c) NECELs liability arising from a breach of
Section 2.3.11.2
    Total Liability. TRANSMETAS TOTAL LIABILITY TO NECEL IN CONNECTION WITH, ARISING
OUT OF, OR RELATING TO THIS AGREEMENT, FROM ALL CAUSES OF ACTION AND THEORIES OF LIABILITY,
WILL BE LIMITED TO AND WILL NOT EXCEED * * *.11.3
    Acknowledgment. NECEL acknowledges that Transmeta has entered into this Agreement in
reliance on the above limitations of liability, and that the same constitute a basis of the
bargain between the parties. The parties have agreed that the limitations specified above
will survive any expiration or termination of this Agreement and will apply even if any
limited remedy specified in this Agreement is found to have failed of its essential
purpose.12.
    GENERAL PROVISIONS12.1
    Assignment. (a) Neither party may assign or transfer this Agreement, 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 unreasonably delayed or withheld; provided that any
such assignee or transferee shall agree in writing to be bound by the terms and conditions of
this Agreement. Any attempt to assign or   * * * Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidential request. Omissions are designated as * * *. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission. NECEL / Transmeta Agreement
    
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transfer this Agreement, without such consent, will be null and void and without effect.
Notwithstanding the foregoing, subject to Section 12.1(b) below, either party may assign or
transfer this Agreement, without the other partys consent, to a third party that succeeds
all or substantially all of its assets or related business (whether by sale, merger,
operation of law or otherwise), and Transmeta may so assign this Agreement to an assignee
or transferee of, or successor in interest to, Transmetas rights to license the
Intellectual Property Rights in and to the Transmeta Technology; provided that any such
assignee, transferee or successor in interest agrees in writing to be bound by the terms
and conditions of this Agreement. Subject to the foregoing, the rights and obligations of
the parties will be binding upon and inure to the benefit of the parties permitted
successors and lawful transferees and assigns. NECEL agrees, represents and warrants on
behalf of itself and all NECEL Subsidiaries that it will not transfer or assign any Patents
in or to NECEL Improvements, except under terms and conditions that bind the transferee or
assignee to the terms of Sections 2.6.(b) Notwithstanding anything to the contrary in Section 12.1(a) above, the covenant not to
sue set forth in Section 2.6 above shall terminate upon any transfer or assignment by
Transmeta of this Agreement to a third party except where such third party is a Transmeta
Subsidiary or a company which may be formed as a result of a spin-off of related business of
Transmeta.12.2
    Independent Contractors. In performing their respective duties under this Agreement,
each of the parties will be operating as an independent contractor. Nothing contained herein
will in any way constitute any association, partnership, or joint venture between the parties
hereto. Neither party will have the power to bind the other party or incur obligations on the
other partys behalf without the other partys prior written consent.12.3
    Equitable Relief. Each party acknowledges and agrees that any breach of this
Agreement with respect to the other partys Intellectual Property Rights or Confidential
Information may cause such other party to incur irreparable harm and significant injury that
would be difficult to ascertain and would not be compensable by damages alone. Accordingly,
each party acknowledges and agrees that, in addition to any and all remedies that the
non-breaching party may have at law or otherwise with respect to such a breach, the
non-breaching party will have the right to obtain specific performance, injunction or other
appropriate equitable relief.12.4
    Notice. All notices required or permitted under this Agreement will be in writing
and delivered by confirmed facsimile transmission, by courier or overnight delivery services,
or by certified mail, and in each instance will be deemed given upon receipt. All
communications will be sent to the addresses set forth below or   * * * Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidential request. Omissions are designated as * * *. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission. NECEL / Transmeta Agreement
    
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to such other address as may be specified by either party to the other in accordance with
this Section. Either party may change its address for notices under this Agreement by
giving written notice to the other party by the means specified in this Section. Transmeta:
    
    NECEL:David R. Ditzel
    
    Seishi Yamasaki* * *
    
    * * *With a copy to:
    
    With a copy to:John OHara Horsley
    
    Hideaki Kageyama* * *
    
    * * *andTaizo Matsumori* * *
  12.5
    Compliance with Law; Export Controls. Each party will comply with all laws and
regulations applicable to such partys performance of this Agreement. Without limiting the
generality of the foregoing, each party will comply fully with all relevant export laws and
regulations of the United States and Japan and all other countries having competent
jurisdiction (Export Laws) to ensure that neither the Transmeta Technology, Transmeta
Technology Deliverables nor any direct product thereof or technical data related thereto is:
(i) exported or re-exported directly or indirectly in violation of Export Laws; or (ii) used
for any purposes prohibited by the Export Laws, including, but not limited to, nuclear,
chemical, or biological weapons proliferation.12.6
    Waiver. No failure by either party to exercise or enforce any of its rights under
this Agreement will act as a waiver of such rights, and no waiver of a breach in a particular
situation will be held to be a waiver of any other or subsequent breach.12.7
    Severability. If any provision of this Agreement is found invalid or unenforceable,
that provision will be enforced to the maximum extent possible, and the other provisions of
this Agreement will remain in force.12.8
    Non-Exclusive Remedy. Except as otherwise set forth in this Agreement, the exercise
by either party of any of its remedies under this Agreement will be without prejudice to its
other remedies under this Agreement or otherwise.12.9
    Force Majeure. Neither party will be liable to the other party for any delay or
failure in its performance of this Agreement to the extent that such delay or failure   * * * Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidential request. Omissions are designated as * * *. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission. NECEL / Transmeta Agreement
    
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is due to causes beyond its reasonable control, including, but not limited to, acts of
God, fires, explosions, labor disputes, war, terrorism, riots, inability to obtain energy
or supplies, provided, that the non-performing party promptly furnishes notice to the other
party and resumes performance as soon as practicable.12.10
    Governing Law. This Agreement will be governed by and construed in accordance with
the laws of the State of California. The parties expressly disclaim the application of the
U.N. Convention on Contracts for the International Sale of Goods.12.11
    Entire Agreement. This Agreement, including its exhibits, constitutes the complete
and exclusive understanding and agreement between the parties relating to the subject matter
hereof and supersedes all contemporaneous and prior understandings, agreements and
communications (both written and oral) relating to its subject matter. No modifications,
alterations or amendments will be effective unless in writing signed by duly authorized
representatives of both parties.12.12
    Publicity. Except as required by applicable law, neither party will individually
make or issue any press release or public statement related to this Agreement or any of the
rights or obligations undertaken by either party hereunder unless agreed otherwise in writing
by both parties prior to the issuance of any such press release or public statement, provided
that if a party is required by applicable law to make or issue any press release or statement,
such party shall immediately notify the other party and both parties shall discuss in good
faith the contents and timing thereof.12.13
    Counterparts. This Agreement may be executed in multiple counterparts, each of
which will be deemed an original, but all of which together will constitute one and the same
instrument.12.14
    Negotiations. The parties will attempt to resolve all disputes, claims, or
controversies arising under or related to this Agreement or its subject matter or any right or
obligation created by this Agreement (Dispute) through good faith negotiations conducted by
the representatives of the parties. The party asserting the Dispute will give prompt notice
to the other party describing the Dispute in reasonable detail (Dispute Notice).12.15
    Arbitration. If the parties are unable to resolve a Dispute through good faith
negotiations conducted in accordance with the provisions of Section 12.14 above, then, the
Dispute will be resolved by binding arbitration conducted (i) in Santa Clara County,
California by the American Arbitration Association (AAA) in accordance with its Commercial
Arbitration Rules then in effect if Transmeta is   * * * Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidential request. Omissions are designated as * * *. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission. NECEL / Transmeta Agreement
    
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the defendant, and (ii) in Tokyo, Japan by the Japan Commercial Arbitration Association in
accordance with its Commercial Arbitration Rules then in effect if NECEL is the defendant.
The arbitration will be conducted in the English language. The number of arbitrators shall
be three (3) and they shall be appointed in accordance with the applicable rules. The award
rendered by the arbitrators will be final, binding and non-appealable. Judgment upon such
award may be entered in any court of competent jurisdiction. All costs incurred in
conducting the arbitration (other than fees of counsel) will be shared equally by the
parties.12.16
    Reservation of Rights. Notwithstanding the foregoing provision of Section 12.15,
each party reserves the right to seek injunctive or other equitable relief in a court of
competent jurisdiction with respect to any Dispute related to the actual or threatened
infringement, misappropriation or violation of a partys Intellectual Property Rights or
breach of Section 2 hereof.   * * * Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidential request. Omissions are designated as * * *. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission. NECEL / Transmeta Agreement
    
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IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their
duly-authorized representatives as of the Effective Date. TRANSMETA CORPORATION:
    
    NEC ELECTRONICS CORPORATION:By:
    
    /s/
    
    By:
    
    /s/Name:
    
    Matthew R. Perry
    
    Name:
    
    Hirokazu HashimotoTitle:
    
    President and CEO
    
    Title:
    
    Executive Vice PresidentDate:
    
    March 25, 2004
    
    Date:
    
    March 25, 2004
   * * * Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidential request. Omissions are designated as * * *. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission. NECEL / Transmeta Agreement
    
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EXHIBIT A Transmeta Technology Transmetas LongRun and LongRun2 technologies are a collection of technical approaches that can be
used to improve the characteristics of CMOS chips with respect to total chip power, active power,
leakage power, performance, die size, yield and production costs. Certain portions of the LongRun technology were first incorporated in Transmetas Crusoe processor,
introduced in January 2000, and relate primarily to mechanisms designed to provide the ability to
dynamically change the voltage and MHz of a chip. * * * * [* * *]   * * * Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidential request. Omissions are designated as * * *. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission. NECEL / Transmeta Agreement
    
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EXHIBIT B Transmeta Technology Deliverables The following documents will be delivered substantially in the form described below, although the
exact titles and contents may change. The specific titles and bulleted descriptions are meant to
be indicative of the content of each document.  1.
    Transmeta LongRun Power Management Overview  [* * *]  2.
    Transmeta LongRun Code Morphing Software Examples  
    Examples and documentation of * * *  3.
    Transmeta LongRun Product Engineering Documentation  [* * *]  4.
    Transmeta LongRun Circuit Design Guide  [* * *]  5.
    Transmeta LongRun2 Power Management Overview  [* * *]  6.
    Transmeta LongRun2 * * * Design Guide  [* * *]  7.
    Transmeta LongRun2 Circuit Design Guide  [* * *]  8.
    Transmeta LongRun2 * * * methodology  [* * *] * * * Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidential request. Omissions are designated as * * *. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission. NECEL / Transmeta Agreement
    
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9.
    Transmeta LongRun2 Transistor Optimization Guidelines  [* * *]  10.
    Transmeta * * * Design Guide  [* * *]  11.
    Transmetas Presentation Materials  
    Instructional text, PowerPoint slides and other presentation materials used
in connection with the training classes.
    Transmetas disclosure of Proprietary Information pursuant to that certain
Mutual Non-Disclosure Agreement between Transmeta and NECEL * * *.  12.
    Transmeta Technology TrainingTransmeta will hold training classes for NECEL on Transmetas premises as soon as can be mutually
agreed between the parties, but in no case later than * * *. Training classes will cover each of
the topic areas listed above. Training classes will take no more than * * *.     NECEL / Transmeta Agreement
    
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EXHIBIT C Technical Support and Maintenance Services  1.
    Provision of Technical Support Services. Subject to NECELs payment of the fee for Technical Support Services in accordance with
Section 3.6 of this Agreement, during the Technology Transfer Services Period, Transmeta will make
available to NECEL the types and levels of Technical Support Services as specified in the following
table. ApproximateSupport Services
    
    Resources (* * *)1
    
    Months2* * *
    
    * * *
    
    * * ** * *
    
    * * *
    
    * * ** * *
    
    * * *
    
    * * ** * *
    
    * * *
    
    * * *
  Notes to Technical Support Services Table:  1.
    [* * *].2.
    [* * *].  2.
    Maintenance Services Subject to NECELs payment of the fee for Maintenance Services in accordance with Section 3.6
of this Agreement, during the Technology Transfer Services Period, Transmeta will make available to
NECEL the types and levels of Maintenance Services as specified below.  (1)
    Technical services to (a) evaluate, modify or correct any errors reported by
NECEL to Transmeta, and (b) correct or update documentation and/or tangible material,
provide bug fixes, or otherwise maintain the Transmeta Technology, not to exceed * * *.    NECEL / Transmeta Agreement
    
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EXHIBIT D Service Fees Technology Transfer Services Fee. Pursuant to Section 3.5, NECEL will pay Transmeta a
one-time technology transfer services fee of * * *, as follows: Installment
    
    Due and Payable Date* * *
    
    * * ** * *
    
    * * ** * *
    
    * * *
 Fee for Technical Support Services and Maintenance Services. Pursuant to Section 3.6,
NECEL will pay Transmeta a fee for Technical Support Services and Maintenance Service of a
total of * * * for services during the Technology Transfer Services Period, as follows: Installment
    
    Due and Payable Date* * *
    
    * * ** * *
    
    * * ** * *
    
    * * ** * *
    
    * * *
    NECEL / Transmeta Agreement
    
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EXHIBIT E Royalties Royalty Schedules (a) Royalty on NECEL-Branded Products. For any Licensed LongRun2 Product sold or
Otherwise Disposed Of (defined below) by NECEL or an NECEL Subsidiary as finished goods in
assembled form under an NECEL or NECEL Subsidiary brand, NECEL will pay royalties calculated in
accordance with the royalty schedule set forth below: Cumulative NECEL-Branded Products
    
    Royalty [* * *]1* * *
    
    * * ** * *
    
    * * ** * *
    
    * * ** * *
    
    * * ** * *
    
    * * ** * *
    
    * * ** * *
    
    * * *
 Notes to Royalty Schedule 1. Royalties will be calculated in accordance with the following: [* * *] (b) Royalty on NECEL Foundry/COT or other products. For any Licensed LongRun2 Product
sold by NECEL on a Foundry/COT basis (except the Licensed LongRun2 Products which apply to Royalty
Schedule (a) above), or sold or provided by NECEL to a third party on any basis that does not
otherwise correspond to any of the transaction descriptions set forth in subsection(a) above, NECEL
will pay royalties calculated in accordance with the royalty schedule set forth below. Royalty for 12 orCumulative wafers2
    
    Royalty for 8 wafers
    
    other size wafers* * *
    
    * * *
    
    * * ** * *
    
    * * *
    
    * * ** * *
    
    * * *
    
    * * ** * *
    
    * * *
    
    * * ** * *
    
    * * *
    
    * * ** * *
    
    * * *
    
    * * *
 Note to Royalty Schedule  2.
    [* * *].3.
    [* * *].    NECEL / Transmeta Agreement
    
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