**Exhibit 10.28****AGREEMENT FOR THE PURCHASE AND SALE OF PRODUCTS**     This Agreement for the Purchase and Sale of Products (“Agreement”) is made as of the 5thday of June, 2006 (“Effective Date”), and is entered into by and between Advanced Micro Devices,Inc., a Delaware corporation, having an office located at One AMD Place, Sunnyvale, CA 94088,(hereinafter referred to as “AMD”) and Transmeta Corp., a Delaware corporation with offices at 3990Freedom Circle, Santa Clara, CA 95054 (hereinafter referred to as “Transmeta”). AMD and Transmetamay be referred to in this Agreement as the “Party” or “Parties.”     Whereas, AMD has a worldwide sales and marketing infrastructure that may sell Transmetaproducts in volume and AMD and Transmeta generally desire to jointly leverage the AMD sales andmarketing infrastructure.     Whereas, AMD and Transmeta specifically desire to have AMD distribute the Transmeta EfficeonSF23J product in conjunction with CMS Software (as defined below) (collectively the “ContractProduct”) branded as an AMD Efficeon product.          Now, therefore, the Parties agree as follows:     **1. EXCLUSIVE APPOINTMENT AND LICENSES.**     **1.1**Transmeta hereby appoints AMD, during the term of this Agreement, as the independent,exclusive worldwide reseller of the Contract Product with the exclusive right to market, promoteand sell the Contract Product. AMD may sell the Contract Product through AMD’s own sales force,through affiliates, agents and independent distributors.     **1.2**AMD acknowledges that Transmeta licenses and does not sell any of its software orfirmware. Accordingly, subject to AMD’s compliance with the terms and conditions of this Agreementand Transmeta obtaining appropriate consent from Microsoft, Transmeta hereby grants AMD the rightand license to distribute the FlexGo-enabled Transmeta Code Morphing Software (“CMS Software”), inexecutable code, only to purchasers of the Contract Product and only for use with the ContractProduct. AMD will distribute the CMS Software to such purchasers pursuant to Transmeta’sthen-current standard license agreement, attached hereto as Exhibit 4, as provided by Transmeta toAMD in writing from time to time. Nothing in this Agreement transfers any right, title or interestin the CMS Software to AMD or to any of AMD’s customers. AMD will not: (i) copy, modify,disassemble, decompile, or reverse engineer the CMS Software or (ii) use, distribute or otherwisedispose of the CMS Software, except as expressly permitted under this Agreement. Transmetareserves all rights and licenses in and to the CMS Software not expressly granted in thisAgreement. Transmeta shall provide AMD with updates and new versions if and when Transmeta makessuch updates and new versions available. Within [* * *], the Parties shall mutually agree uponadditional support and maintenance obligations for the CMS Software including Transmeta providingsolutions, * * *  Confidential treatment has been requested for portions of this exhibit. The copy filedherewith 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 andExchange Commission.
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changes, and corrections as required to (i) correct reported problems/errors with the CMSSoftware and (ii) support deployment of the Contract Product.     **1.3**Transmeta grants to AMD a non-exclusive, non-transferable, worldwide license during theterm of this Agreement and during the period in which AMD is selling Contract Product in inventoryfollowing termination of this Agreement to use the trademark “Efficeon” (the “Efficeon Mark”) onlyin combination with the trademark “AMD” (the resulting combination mark, “AMD Efficeon”, isreferred to herein as the “AMD Efficeon Mark”) and only in connection with AMD’s marketing,promotion, distribution and sale of the Contract Product. The actual use, quality and style of theAMD Efficeon Mark and the manner in which the AMD Efficeon Mark may appear or be used shall besubject to Transmeta’s trademark guidelines as provided to AMD, except as expressly provided inthis Section 1.3. Except as otherwise expressly agreed to in writing by Transmeta, AMD has noother right to use the Efficeon Mark. AMD acknowledges and agrees that Transmeta owns the EfficeonMark and that any and all goodwill and other proprietary rights that are created by or that resultfrom AMD’s use of the Efficeon Mark hereunder inure solely to the benefit of Transmeta. AMD willnot take, to AMD’s knowledge, any action in derogation of Transmeta’s rights in the Efficeon Mark,including, without limitation, applying to register any trademark, trade name or other designationthat includes the Efficeon Mark or is confusingly similar to the Efficeon Mark. AMD will cause tobe abandoned any applications filed by any of its affiliates, agents or distributors for anytrademark or other designation that includes the Efficeon Mark in breach of this Section.     **1.4**During the term of this Agreement, AMD will not represent, promote or distribute anyproducts that are directly competitive with the Contract Product. For purposes hereof, a productshall be deemed directly competitive if it includes (i) secured processing capability consistentwith Microsoft’s FlexGo requirements; (ii) provides substantially similar performance; and (iii)dissipates substantially similar power. For purposes of this Agreement, “FlexGo” shall meanMicrosoft’s proprietary security technology to enable end users to use or download certain productsand services and/or to access certain software or hardware functionality solely for limited periodsof time or for specific tasks, to support a variety of business models including customer offeringsthat are provided on a pre-paid, subscription or other basis.     **1.5**Each Party will: (i) avoid deceptive or unethical practices that are or might bedetrimental to the other Party or the Contract Product; (ii) not make any representations,warranties or guarantees on behalf of the other Party; and (iii) not make any representations,warranties or guarantees with respect to the Contract Product other than those contained in theTransmeta’s standard marketing materials for the Contract Product or other material regarding theContract Product Transmeta has made publicly available.     **2. SPECIFICATIONS**     **2.1**The specifications for the Contract Product are as set forth in Exhibit 1 attached hereto(the “Specifications”). Transmeta will immediately notify AMD in writing of any changes to suchSpecifications and/or changes to form, fit or function that would affect the Contract Productssupplied by Transmeta to AMD hereunder. Any changes to such specifications, form, fit or functionshall be subject to AMD’s prior written approval, which consent shall not be unreasonably withheld. * * *  Confidential treatment has been requested for portions of this exhibit. The copy filedherewith 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 andExchange Commission.
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     **2.2**Transmeta agrees that it shall not use AMD’s logo except to mark Contract Products to bedelivered to AMD under this Agreement in accordance with Exhibit 1. If AMD’s logo has been markedon Contract Products which are subsequently rejected by AMD, Transmeta will accept the return ofsuch rejects and destroy such rejects. The actual use, quality and style of the AMD logo and themanner in which the AMD logo may appear or be used shall be subject to AMD’s trademark guidelinesprovided to Transmeta or located on AMD’s website. Except as otherwise expressly agreed to inwriting by AMD, Transmeta has no other right to use the AMD logo. Transmeta acknowledges andagrees that AMD owns the AMD logo and that any and all goodwill and other proprietary rights thatare created by or that result from Transmeta’s use of the AMD logo hereunder inure solely to thebenefit of AMD. Transmeta will not take, to Transmeta’s knowledge, any action in derogation ofAMD’s rights in the AMD logo, including, without limitation, applying to register any trademark,trade name or other designation that is confusingly similar to the AMD logo.     **3. PRICING**     **3.1**Pricing for the Contract Product shall be as provided in this Section 3.1:     **3.1.1**The first [* * *] purchased by AMD from Transmeta shall be at a price of [* * *].     **3.1.2**For all additional purchases, AMD shall purchase such Contract Product units fromTransmeta at a Contract Product Cost determined [* * *]. The “Contract Product Cost” shall be setas [* * *]. The Contract Product Cost shall be used by AMD as the purchase price for ContractProducts on all orders placed by AMD until a new Contract Product Cost is set by the parties uponthe dates set forth above. [* * *]. Transmeta’s actual Contract Product cost shall be set as [* **]. [* * *]. Within [* * *], AMD shall provide to Transmeta a royalty report along with a paymentfor the royalty owed. AMD shall provide to Transmeta, on [* * *], a sales report covering [* * *]in a mutually agreed upon form. The actual royalty to Transmeta will never be less than [* * *].After the sale of the first [* * *], in the event the total profit margin is less than [* * *] theparties shall negotiate in good faith to set up [* * *].     **3.1.3**During the term of this Agreement and for a period of [* * *] thereafter, Transmeta willmaintain complete and accurate books and records regarding the costs and expenses associated withmanufacturing the Contract Product units governed by section 3.1.2. AMD will have the right, upon[* * *] prior written notice to Transmeta to have Transmeta’s books and records audited by anindependent representative reasonably acceptable to both Parties during normal business hours toverify the prices charged by Transmeta for the Contract Product during the period being audited.Such audits will be limited to [* * *] period and all of Transmeta’s books and records (and anyother information disclosed by Transmeta in connection with such audit) will be deemed to beConfidential Information of Transmeta, subject to the terms and conditions of Section 6 hereof.If, upon performing such audit, it is determined thatTransmeta overcharged AMD for the Contract Products, then Transmeta will promptly remit to AMDthe full amount of such overpayment. In addition, if the amount of such overcharge exceeds