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EXHIBIT 10.20

CONFIDENTIAL TREATMENT REQUESTED Design Services Agreement between Sony Computer Entertainment Inc. and SONY Corporation and Transmeta Corporation March 29, 2005    Transmeta and SONY Confidential
    
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Sony Computer Entertainment Inc. and SONY Corporation and Transmeta Corporation DESIGN SERVICES AGREEMENT This Design Services Agreement (Agreement) is made and entered into as of March 29, 2005
(the Effective Date), by and between Transmeta Corporation. a Delaware U.S.A. corporation with
offices at 3990 Freedom Circle, Santa Clara, CA 95054 (Transmeta), and Sony Computer
Entertainment Inc., a Japanese Corporation with office at 2-6-21 Minamiaoyama, Minato-ku, Tokyo
107-0062, Japan (SCEI) and Sony Corporation, a Japanese corporation with offices at 6-7-35
Kitashinagawa, Shinagawa-ku, Tokyo 141-0001, Japan (Sony Co) (collectively, SONY). Transmeta and SONY desire to have Transmeta perform certain design services for SONY, subject
to and in accordance with the terms and conditions of this Agreement. NOW, THEREFORE, the parties agree as follows: 1. DEFINITIONS. 1.1 Alliance Manager means a single alliance manager responsible for general coordination
between the parties under this Agreement. 1.2 Background Technology of a party means any technologies, products, processes,
techniques, designs, specifications, and materials developed by the party independent of this
Agreement. 1.3 Confidential Disclosure Agreement means the Confidential Disclosure Agreement executed
by and between International Business Machines Corporation (IBM), SCEI, Toshiba Corporation
(Toshiba) and Transmeta as of * * *. 1.4 Confidential Information means any business or technical information of Transmeta or
SONY that is designated by a party as confidential or proprietary at the time of disclosure or
due to its nature or under the circumstances of its disclosure the party receiving such information
knows or has reason to know should be treated as confidential or proprietary. Notwithstanding the
foregoing, the parties agree that SONY-owned Transmeta Project-related Inventions and Jointly-owned
Projected-related Inventions shall be deemed SONYs Confidential Information and both parties
Confidential Information, respectively. Confidential Information does not include information
that: (i) is or becomes generally known to the public through no fault or breach of this Agreement
by the receiving party; (ii) is rightfully known by the receiving party at the time of disclosure
without an obligation of confidentiality; (iii) is independently developed by the receiving party
without use of the disclosing partys Confidential Information; (iv) is rightfully received by the
receiving party from a third party without restriction on use or disclosure; or (v) is disclosed
with the prior written approval of the disclosing party. 1.5 Executive Relationship Manager means a single executive relationship manager responsible
for the health of the overall relationship between the parties under this Agreement.    Transmeta and SONY Confidential
    
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1.6 Intellectual Property Rights means Patent Rights, copyright rights, trade secret rights,
know-how and any other intellectual property rights. 1.7 Jointly-owned Project-related Inventions means (a) any inventions, improvements or
innovations created jointly by Transmeta and SONY pursuant to any Project Agreement or any work
related thereto, and (b) any Transmeta Project-related Inventions that are deemed Jointly-owned
Project-related Inventions under Section 4.2. 1.8 LongRun2 Agreement means that certain LongRun2 Technology License Agreement dated
January 20, 2005 between Transmeta and Sony Co. 1.9 Patent Rights means all worldwide patent rights (including rights in patent
applications). 1.10 Project Agreement means a written agreement that describes the specific Services,
including the expected number of authorized Transmeta Personnel. 1.11 Project Manager means the primary point of contact under this Agreement. 1.12 Services means the design and/or engineering services to be performed by Transmeta for
SONY in accordance with the terms and conditions of this Agreement 1.13 SONY Material means any data, information and any other materials required by Transmeta
to perform the Services, including, but not limited to, any data, information or materials
specifically identified in the Project Agreement. 1.14 STI Information means (i) any Confidential Information defined in and disclosed to
Transmeta by SCEI, or by IBM or Toshiba on behalf of SCEI, under the Confidential Disclosure
Agreement, and/or (ii) any SONY Confidential Information designated as STI Information by SONY at
disclosure. 1.15 Transmeta Personnel means Transmeta employees, contractors and/or consultants
authorized to perform Services pursuant to the Project Agreements. 1.16 Transmeta Project-related Inventions means any inventions, improvements or innovations
created by Transmeta (working alone or with a third party) in connection with performing Services
pursuant to any Project Agreement or any work related thereto. 2. SERVICES. 2.1 Project Agreements. From time to time, SONY and Transmeta will execute one or
more Project Agreements. Each Project Agreement will expressly refer to this Agreement, will form
a part of this Agreement, and will be subject to the terms and conditions contained herein. 2.2 Performance of Services. Transmeta will perform the Services in accordance with
the terms and conditions of this Agreement and of each Project Agreement.    Transmeta and SONY Confidential
    
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2.3 Project Meetings. During the term of this Agreement, SONY and Transmeta are
expected to schedule and conduct an executive management committee meeting on at least a
quarterly basis, a part of whose purpose is i) to review the progress of Services under
existing Project Agreements, ii) to plan Project Agreements for future Services to be performed
pursuant to this Agreement, iii) to review staffing requirements and associated costs, including
the advance payments and monthly fees payable by SONY to Transmeta pursuant to Section 3 and any
adjustments thereto, and iv) to discuss other technical and business matters relevant to the
successful performance and completion of Services. It is also expected that technical engineering
related meetings will be scheduled as frequently as is mutually determined necessary between the
parties. 2.4 Changes and Adjustments. As a result of meetings and discussions between the
parties, including, without limitation, meetings conducted by the parties pursuant to Section 2.3,
the parties may desire to make changes to existing Project Agreements including, without
limitation, changes to the number of Transmeta Personnel, the scope or specification of Services
then being performed under such Project Agreements. Changes to the scope or specification of such
Services may also require changes to the schedule for the performance of Services or adjustments to
the fees payable for such Services or may require Transmeta to hire or engage additional Transmeta
Personnel, all as may be appropriately determined between the parties. Any proposed changes to a
Project Agreement will be effective only if such changes are confirmed in writing and signed by the
Executive Relationship Manager and relevant Project Manager(s) of each party. Notwithstanding the
foregoing provisions, if SONY provides Transmeta with * * * prior written notice and discusses with
Transmeta new projection of the headcount of Transmeta Personnel, SONY may reduce headcount of the
Transmeta Personnel set forth in any Project Agreement on its discretion. 2.5 SONY Responsibilities. In connection with each Project Agreement, SONY will
provide qualified personnel who are capable of performing SONYs portion of duties and tasks under
the Project Agreement, and such other duties and tasks as may be reasonably required to permit
Transmeta to perform the Services. SONY will also make available to Transmeta SONY Materials on
SONYs reasonable discretion. SONY will be responsible for ensuring that all such SONY Materials
are accurate and complete. 2.6 Designated Contacts. Each party will designate an Executive Relationship Manager,
Alliance Manager and Project Manager. One person may be a Project Manger for multiple Project
Agreements. A party may designate a new Executive Relationship Manager, Alliance Manager or
Project Manager by written notice to the other party. The following persons are the Executive
Relationship Manager, Alliance Manager and Project Manager of each party as of the Effective Date: Executive Relationship Managers:Company: Sony Corporation
    
    
    
    Company: Transmeta CorporationName: * * *
    
    
    
    Name: David R. DitzelPhone: * * *
    
    
    
    Phone: * * *Email: * * *
    
    
    
    Email: * * *Company: Sony Computer Entertainment Inc.Name: * * *
    Transmeta and SONY Confidential
    
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Phone: * * *Email: * * *Alliance Mangers :Company: Sony Corporation
    
    
    
    Company: Transmeta CorporationName: * * *
    
    
    
    Name: John HeinleinPhone: * * *
    
    
    
    Phone: * * *Email: * * *
    
    
    
    Email: * * *Company: Sony Computer Entertainment Inc.Name: * * *Phone: * * *Email: * * *
 2.7 Relationship of the Parties. Transmeta is performing the Services as an
independent contractor, is not an employee, agent, joint venturer or partner of SONY, and has no
authority to bind SONY by contract or otherwise. Transmeta acknowledges and agrees that its
personnel are not eligible for or entitled to receive any compensation, benefits or other incidents
of employment that SONY makes available to its employees. Transmeta is solely responsible for all
taxes, expenses, withholdings, and other similar statutory obligations arising out of the
relationship between Transmeta and its personnel and the performance of Services by such personnel. 3. PAYMENT. 3.1 Fees and Expenses. For Transmetas performance of Services, SONY will pay
Transmeta fees calculated in accordance with the terms set forth in each Project Agreement. If not
otherwise specified in a Project Agreement, the * * * fees payable to Transmeta will be * * *. In
addition, SONY will reimburse Transmeta for all related reasonable and customary travel, lodging,
facilities, utilities, telecommunications, copying and printing, office supplies, computing
equipment, CAD tools and other related business expenses incurred by Transmeta or its personnel to
the extent incurred in connection with the performance of Services. The parties expressly
acknowledge and agree that the flight expense to be reimbursed by SONY will be limited to the
economy-class fee. Transmeta shall provide SONY from time to time with written estimation for such
expenses to be incurred and obtain SONYs prior approval. In the event that actual expenses are
expected to exceed * * * beyond Sonys approved estimation, Transmeta shall contact SONY for
further approval. At SONYs request, Transmeta will provide SONY with receipts and other
documentation for all such expenses. 3.2 Payment Terms. By April 8, 2005 SONY will pay Transmeta an advance payment equal
to the fees payable for * * * of Services under the initial Project Agreements as of the Effective
Date. On approximately the 15th day of each month thereafter, Transmeta will invoice
SONY for an additional month of Services as specified in the Project Agreements, as well as for any
applicable expenses for which Transmeta is entitled to reimbursement based on the Services
performed by Transmeta during the preceding month. If Transmeta was unable to provide the total
headcount of Transmeta Personnel for Services performed during a preceding month, as specified in
the Project Agreements, then Transmeta will make a corresponding adjustment correction in each next
monthly invoice. The parties expressly acknowledge and agree that, if Transmeta    Transmeta and SONY Confidential
    
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provided the
Transmeta Personnel beyond the headcount set forth in the Project Agreement for Services performed
during a preceding month, SONY shall not be required to pay the monthly fees
for the Transmeta Personnel provided so beyond such headcount. SONY will pay Transmetas
Invoice no later than * * * after SONYs receipt thereof. Any invoice not paid within such * * *
period will accrue interest at the rate of * * *. 3.3 Taxes. All fees, expenses and other amounts payable to Transmeta hereunder do not
include any sales, use, value added or other applicable taxes, tariffs or duties, payment of which
will be the sole responsibility of SONY (excluding any taxes based on Transmetas net income).
SONY will promptly reimburse Transmeta for any such amounts that Transmeta pays on SONYs behalf. 4. OWNERSHIP AND LICENSES.Except as otherwise expressly set forth in a Project Agreement,
ownership of all rights, title and interest in and to all technologies, products, processes,
techniques, designs, specifications, and materials of any kind used or developed by Transmeta
and/or SONY pursuant to this Agreement, including Intellectual Property Rights therein, will be
solely as set forth in this Section 4. 4.1 Background Technology. As between the parties, each party exclusively owns all
rights, title and interest in and to any Background Technology, including all Intellectual Property
Rights therein. Except as expressly provided in this Agreement or Project Agreement, nothing in
this Agreement will be deemed to grant to either party any rights or licenses of any kind in or to
any Background Technology of the other party, and if the party (requesting party) wishes to
obtain such rights or licenses from the other party, such other party will discuss with the
requesting party in good faith the possibility to grant such rights or license to the requesting
party. 4.2 Transmeta Project-related Inventions. If either party wishes to obtain Patent
Rights for a Transmeta Project-related Invention, then SONY will make a good faith effort to
determine whether the Transmeta Project-related Invention may be based on STI Information. If SONY
determines that the Transmeta Project-related Invention may be based on STI Information, and SONY,
IBM and Toshiba confirm before filing of the corresponding patent application that the Transmeta
Project-related Invention is based on STI Information, then Patent Rights for such Transmeta
Project-related Invention shall be transferred to SONY without charge and be solely owned by SONY.
All other Transmeta Project-related Inventions shall be deemed Jointly-owned Project-related
Inventions and ownership shall be determined by Section 4.3. 4.3 Jointly-owned Project-related Inventions. Subject to SONYs rights in any
underlying SONY Background Technology, and Transmetas rights in any underlying Transmeta
Background Technology, SONY and Transmeta will jointly own all Intellectual Property Rights in and
to Jointly-owned Project-related Inventions. Each of the parties hereby irrevocably transfers and
assigns to the other party a joint ownership interest in all right, title, and interest that the
transferring party may have in and to the Jointly-owned Project-related Inventions and all
Intellectual Property Rights therein. Neither party will have any obligation to the other party to
account for or to share any royalties, fees or other benefits derived from its use, licenses, sales
or other disposition or exploitation of any Jointly-owned Projected-related Inventions. The
parties will reasonably cooperate in obtaining and maintaining Patent Rights with respect to
Jointly-owned Project-related Inventions and, unless otherwise agreed to by the parties, will share
equally any associated costs and expenses. Either party (Notifying Party) may voluntarily give
up control    Transmeta and SONY Confidential
    
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over obtaining, withdrawing and maintaining any such Patent Rights upon written notice
to the other party. In such case, from the date of the written notice going forward, the other
party shall
have full control over obtaining, withdrawing and maintaining any such Patent Rights and shall
pay for all associated costs and expenses to be borne after the other partys receipt of such
notice but (i) the Patent Rights shall continue to be jointly owned and (ii) the Notifying Party
shall cooperate with the other party in respect of the procedure which is required for the other
partys obtaining, withdrawing and maintaining the Patent Rights. 4.4 SONYs Right to Terminate the License. Notwithstanding Section 4.3, in the event
that any third party obtains from Transmeta a license under jointly owned Patent Rights that are
based on the Jointly-owned Project-related Inventions, and the third party then asserts that SONYs
products, devices, apparatus, services or systems which implement such jointly owned Patent Rights
infringe the third partys patent rights, SONY has the right to terminate such license under the
jointly owned Patent Rights granted by Transmeta to such third party. Transmeta shall notify in
writing such SONYs right to terminate the license to any third parties to which Transmeta grants a
license under such Patent Right. 4.5 Transmeta Background Technology. If any Transmeta Background Technology which
Transmeta intends to incorporate into deliverables is specified in a Project Agreement (including
in any changes made to a Project Agreement), Transmeta will in good faith discuss with SONY the
possibility to grant such rights or license, including any possible royalty, as necessary to
incorporate such Transmeta Background Technology into the deliverables. If any Transmeta
Background Technology is not so specified in a Project Agreement, then Transmeta hereby grants to
SONY a non-exclusive, transferable, royalty-free right and license, with the right to sublicense,
under Transmeta Background Technology and Intellectual Property Rights therein to make, have made
(including the right to practice any method or process in making), use, sell, offer for sale,
import and/or otherwise dispose of or exploit the incorporated Transmeta Background Technology but
only when incorporated as part of the deliverable. For the avoidance of doubt, the foregoing will
not be deemed to confer on SONY by implication, estoppel or otherwise, any license or other right
under Transmeta Background Technology and Intellectual Property Rights for any other purpose. This
Section 4.5 shall not apply to any Transmeta Background Technology that is licensed to SONY under
the LongRun2 Agreement. 4.6 Bankruptcy Treatment. The parties acknowledge that the technology and
Intellectual Property Rights licensed hereunder are intellectual property as defined in Section
101(56) of the U.S. Bankruptcy Code (the Code), that this Agreement is governed by Section 365(n)
of the Code, and that SONY will have the right to exercise all rights provided by Section 365(n) of
the Code with respect to such technology and Intellectual Property Rights. Without limiting the
foregoing, the parties agree that in the event that any bankruptcy proceeding is filed by or
against Transmeta, and the bankruptcy trustee or debtor-in-possession rejects this Agreement, SONY
will have the right to exercise all rights provided by Section 365(n) of the Code, including the
right to retain its license rights to such technology and Intellectual Property Rights under this
Agreement and any agreement ancillary to this Agreement, subject to SONYs ongoing compliance with
this Agreement. 4.7 No Conflict. Notwithstanding anything to the contrary in this Agreement, the
licenses to SONY in this Agreement are not intended to grant licenses to any technology or
Intellectual Property Rights that are licensed under the LongRun2 Agreement. To the extent the    Transmeta and SONY Confidential
    
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same technology or Intellectual Property Rights are licensed both under this Agreement and the
LongRun2 Agreement, the license scope in this Agreement shall be reduced to exclude such
technology or Intellectual Property Rights. The relevant license shall be granted only under
the LongRun2 Agreement and royalties, if any, shall be calculated according to the LongRun2
Agreement. 5. CONFIDENTIAL INFORMATION. 5.1 Use and Disclosure Restrictions. Each party will not use the other partys
Confidential Information except as necessary for the performance or enforcement of this Agreement
and will not disclose such Confidential Information to any third party except to those of its
employees and subcontractors who have a bona fide need to know such Confidential Information for
the performance or enforcement of this Agreement; provided that each such employee and
subcontractor is bound by a written agreement that contains use and nondisclosure restrictions
consistent with the terms set fort in this Section (notwithstanding the foregoing, if such
subcontractor is the partys subsidiary, such subsidiary is not required to execute written-form
agreement). Each party will employ all reasonable steps to protect the other partys Confidential
Information from unauthorized use or disclosure, including, but not limited to, all steps that it
takes to protect its own information of like importance. The foregoing obligations will not
restrict either party from disclosing the other partys Confidential Information: (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
contest such order or requirement; (ii) to its legal or financial advisors; and (iii) as required
under applicable securities regulations. 5.2 IBM and Toshiba. Notwithstanding Section 5.1, SONY may disclose Confidential
Information disclosed by Transmeta to SONY in the course of performing Services (but exclusive of
Transmeta Background Technology not incorporated into deliverables specified in a Project
Agreement, Confidential Information provided to SONY under the LongRun2 Agreement, and Confidential
Information not related to a Project Agreement), provided that Sony shall cause IBM and/or Toshiba
to be bound by the confidentiality obligation to the same extent as they are bound under the
Confidential Disclosure Agreement. For the avoidance of doubt, the parties acknowledge and agree
that in no event will this Agreement be deemed to amend or release the parties from any obligation
under any other agreement, including without limitation the Confidential Disclosure Agreement and
the LongRun2 Agreement. Confidential Information provided to SONY under the LongRun2 Agreement may
not be disclosed to IBM and/or Toshiba, respectively, until each of them has entered into a similar
license agreement with Transmeta. 6. WARRANTY. 6.1 Services Warranty. Transmeta warrants that the Services will be performed in a
good and workmanlike manner consistent with applicable industry standards. This warranty will be
in effect for * * *. As SONYs sole and exclusive remedy and Transmetas entire liability for any
breach of the foregoing warranty, Transmeta will, at its sole option and expense, promptly
re-perform any Services that fail to meet this limited warranty or refund to SONY the fees paid for
the non-conforming Services. Transmeta further warrants that in the course of performance of
Services, Transmeta shall not misappropriate third parties confidential information and shall not
infringe third parties copyright.    Transmeta and SONY Confidential
    
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6.2 Warranty Disclaimers. THE EXPRESS WARRANTIES IN SECTION 6.1 ARE IN LIEU OF, AND
TRANSMETA DISCLAIMS, ALL OTHER WARRANTIES, REPRESENTATIONS OR CONDITIONS, EXPRESS OR IMPLIED,
INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. 7. TERM AND TERMINATION. 7.1 Term. This Agreement will commence on the Effective Date and, unless terminated
earlier in accordance with the terms of this Agreement, will remain in force and effect for two (2)
years, provided that this Agreement shall continue until completion of the Services performed by
Transmeta pursuant to any Project Agreement executed before expiration of this Agreement, in
respect of such Project Agreement. The parties anticipate that they will enter into Project
Agreements for a minimum of twenty-four (24) months from the Effective Date. 7.2 Termination. Each party will have the right to terminate this Agreement or any
Project Agreement if the other party breaches any material term of this Agreement or Project
Agreement and fails to cure such breach within * * * after receipt of written notice thereof. 7.3 Effect of Termination. Upon the expiration or termination of this Agreement or of
any Project Agreement: (i) Transmeta will promptly return to SONY all SONY Materials; (ii) each
party will promptly destroy or return to the other party all Confidential Information of the other
party in its possession or control; and (iii) SONY will, within * * * after receipt of Transmetas
invoice, pay all accrued and unpaid fees and expenses. 7.4 Survival. The rights and obligations of the parties contained in Sections 3, 4,
5, 7.3, 7.4, 8, 9, 10 and 11 will survive the expiration or termination of this Agreement or any
Project Agreement. 8. INDEMNIFICATION. 8.1 General Indemnity. Each party (an indemnifying party) will defend (or settle),
at its expense, any action brought against the other party (an indemnified party) by a third
party to the extent that it is based upon a claim for bodily injury, personal injury (including
death) to any person, or damage to tangible property resulting from the negligent acts or willful
misconduct of the indemnifying party or its personnel hereunder, and will pay any costs, damages
and reasonable attorneys fees attributable to such claim that are awarded in final judgment
against the indemnified party (or are payable in settlement by the indemnified party); provided
that the indemnified party: (i) promptly notifies the indemnifying party in writing of the claim;
(ii) grants the indemnifying party sole control of the defense and settlement of the claim; and
(iii) provides the indemnifying party, at the indemnifying partys expense, with all assistance,
information and authority reasonably required for the defense and settlement of the claim. The
indemnifying party will have no obligation under this Section to the extent any claim is based on
the negligent acts or willful misconduct of the indemnified party or its employees or
subcontractors. 8.2 IP Infringement Assistance. If a third party alleges that SONYs use
or implementation of Transmeta Project-related Inventions infringes such third partys
Intellectual Property Rights, then at SONYs request and at SONYs expense, Transmeta
will provide SONY    Transmeta and SONY Confidential
    
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with all assistance, information and authority reasonably required for
the defense and settlement of the claim. 8.3 IP Infringement Indemnity. SONY will defend (or settle), at its expense, any
action brought against Transmeta by a third party to the extent that it is based upon a claim that
Transmetas use or implementation of the SONY Material under this Agreement, provision of the
Services for SONY, or compliance with SONYs directions or specifications infringes such third
partys Intellectual Property Rights, and will pay any costs, damages and reasonable attorneys
fees attributable to such claim that are awarded in final judgment against Transmeta (or are
payable in settlement by Transmeta); provided that Transmeta: (i) promptly notifies SONY in writing
of the claim; (ii) grants SONY sole control of the defense and settlement of the claim; and (iii)
provides SONY, at SONYs expense, with all assistance, information and authority reasonably
required for the defense and settlement of the claim. 9. LIMITATION OF LIABILITY. IN NO EVENT WILL EACH PARTY BE LIABLE TO THE OTHER PARTY OR TO
ANY THIRD PARTY FOR ANY SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF
USE, DATA, BUSINESS OR PROFITS) OR FOR COSTS OF PROCURING SUBSTITUTE SERVICES, PRODUCTS OR
DELIVERABLES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE SERVICES OR ANY WORK
PRODUCT PROVIDED BY TRANSMETA, HOWEVER CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF
SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT FOR SONYS OBLIGATION TO
PAY FEES UNDER SECTION 3 OR SONYS OBLIGATIONS UNDER SECTION 8.3, EACH PARTYS TOTAL LIABILITY TO
THE OTHER PARTY, FROM ALL CAUSES OF ACTION AND ALL THEORIES OF LIABILITY, WILL BE LIMITED TO AND
WILL NOT EXCEED * * *. 10. NON-SOLICITATION.During the term of this Agreement and for a period of twelve (12)
months thereafter, SONY will not actively recruit or otherwise actively solicit for employment any
current Transmeta employees or subcontractors who participated in the performance of Services
without Transmetas express prior written approval. 11. GENERAL PROVISIONS. 11.1 Assignment.Transmeta may not assign this Agreement without SONYs prior written
consent, except that Transmeta may assign this Agreement, without SONYs consent, to an affiliate
or to a successor or acquirer, as the case may be, in connection with a merger or acquisition, or
the sale of all or substantially all of Transmetas assets or the sale of that portion of
Transmetas business to which this Agreement relates. Subject to the foregoing, this Agreement
will bind and inure to the benefit of the parties permitted successors and assigns. 11.2 Governing Law.This Agreement will be governed and construed in accordance with
the laws of the State of California, excluding its body of law controlling conflicts of law. 11.3 Notices.All notices required or permitted under this Agreement will be in
writing and delivered in person, by confirmed facsimile transmission, by overnight delivery
service, by confirmed electronic mail (email), or by registered or certified mail, postage prepaid
with return    Transmeta and SONY Confidential
    
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receipt requested, and in each instance will be deemed given upon receipt. All
communications will be sent to the addresses set forth above or to such other address as may be
specified by either party to the other party in accordance with this Section. 11.4 Waiver.The waiver of any breach or default of any provision of this Agreement
will not constitute a waiver of any other right hereunder or of any subsequent breach or default. 11.5 Entire Agreement.This Agreement, including all Project Agreements, constitutes
the entire and exclusive agreement of the parties regarding its subject matter and supersedes any
and all prior or contemporaneous agreements, communications, and understandings (both written and
oral) regarding such subject matter. In the event of a conflict between the provisions of this
Agreement and the provisions of a Project Agreement, the provisions of the Project Agreement will
govern and control. For the avoidance of doubt, the parties acknowledge and agree that in no event
will this Agreement be deemed to amend the LongRun2 Agreement. This Agreement may only be modified
or any rights under it waived by a written document executed by both parties. 11.6 Severability.If any provision of this Agreement is held invalid or
unenforceable by a court of competent jurisdiction, the remaining provisions of the Agreement will
remain in full force and effect, and the provision affected will be construed so as to be
enforceable to the maximum extent permissible by law. 11.7 Force Majeure. Neither party will be responsible for any failure or delay in its
performance under this Agreement (except for the payment of money) due to causes beyond its
reasonable control, including, but not limited to, labor disputes, strikes, lockouts, shortages of
or inability to obtain labor, energy, raw materials or supplies, war, acts of terror, riot, acts of
God or governmental action. 11.8 Compliance with Laws. Each party shall comply with all laws applicable and shall
procure, at its own expense, all permits and licenses required in connection with the performance
of its obligations under this Agreement. 11.9 Counterparts. This Agreement may be executed in counterparts, each of which will
be deemed an original, but all of which together will constitute one and the same instrument.    Transmeta and SONY Confidential
    
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IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as of the Effective
Date by their duly authorized representatives. Transmeta CorporationBy:
    
    /s/ Arthur L SwiftPrint Name: Art SwiftTitle: President and CEODate: March 31, 2005Sony Computer Entertainment Inc.
    
    
    Sony CorporationBy:

    
    /s/ Ken Kutaragi
    
    
    By:
    
    /s/ Kenshi ManabePrint Name: Ken Kutaragi
    
    
    Print Name: Kenshi ManabeTitle: President & CEO
    
    
    Title: Deputy President,Semiconductor Solutions Network Company
     Transmeta and SONY Confidential
    
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Date: March 29, 2005
    
    
    Date: March 29, 2005
     Transmeta and SONY Confidential
    
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EXHIBIT A Project Agreement Number:* * * This Project Agreement (Project Agreement) is made and entered as of March 29, 2005 (the
Project Agreement Effective Date) pursuant to the terms and conditions of the Design Services
Agreement dated March 29, 2005, by and between Transmeta Corporation, a Delaware U.S.A corporation
with offices at 3990 Freedom Circle, Santa Clara, CA, 95054 (Transmeta), and Sony Computer
Entertainment Inc., a Japanese Corporation with office at 2-6-21 Minamiaoyama, Minato-ku, Tokyo
107-0062, Japan (SCEI) and SONY Corporation, a Japanese corporation with offices at 6-7-35
Kitashinagawa, Shinagawa-ku, Tokyo 141-0001, Japan (Sony Co) (collectively, SONY). Description of Services. Project Name: * * * Starting Date: April 1, 2005 Project Headcount: * * * Project Descriptions: * * *. It is expected that one of the first work products
would be individual Project Agreements for each of the following projects: 1.    * * *. 2.    * * *. 3.    * * *. 4.    * * *. 5.    * * *. 6.    * * *. 7.    * * *. 8.    * * *. Deliverables: N/A as of the Project Agreement Effective Date Fees and Expenses: * * *. Project Schedule: More detailed project schedules will be due * * * with the
development of each Project Agreement, and after SONY specifies the required product
schedule. Description of SONY Responsibilities: * * * Payment Responsibility: Sony Co    Transmeta and SONY Confidential
    
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Project Manager Contacts. Transmeta Contact:
    
    SONY Contact:Name: Andre Kowalczyk
    
    Name: TBDTitle: Vice-President VLSI
    
    Title:Telephone Number: * * *
    
    Telephone Number:Fax Number: * * *
    
    Fax Number:Email Address: * * *
    
    Email Address:
 IN WITNESS WHEREOF, the parties have caused this Project Agreement to be executed as of the Project
Agreement Effective Date by their duly authorized representatives. Transmeta Corporation By:
    
    /s/ Arthur L. SwiftPrint Name: Art
SwiftTitle: President and CEODate: 3/31/05
 Sony Computer Entertainment Inc.
    
    
    
    Sony CorporationBy:
    
    /s/ Terushi Shimizu
    
    
    
    By:
    
    /s/ Terushi ShimizuPrint Name: Terushi Shimizu
    
    
    
    Print Name: Terushi ShimizuTitle: Deputy Vice President,
    
    
    
    Title: CFO,Semiconductor Business Division
    
    
    
    Semiconductor Solutions Network CompanyDate: March 29, 2005
    
    
    
    Date: March 29, 2005
     Transmeta and SONY Confidential
    
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EXHIBIT B Project Agreement Number:* * * This Project Agreement (Project Agreement) is made and entered as of March 29, 2005 (the
"Project Agreement Effective Date") pursuant to the terms and conditions of the Design Services
Agreement dated March 29, 2005, by and between Transmeta Corporation, a Delaware U.S.A corporation
with offices at 3990 Freedom Circle, Santa Clara, CA, 95054 (Transmeta), and Sony Computer
Entertainment Inc., a Japanese Corporation with office at 2-6-21 Minamiaoyama, Minato-ku, Tokyo
107-0062, Japan (SCEI) and SONY Corporation, a Japanese corporation with offices at 6-7-35
Kitashinagawa, Shinagawa-ku, Tokyo 141-0001, Japan (Sony Co) (collectively, SONY).  1.
    Description of Services.Project Name: * * *Starting Date: April 1, 2005Project Headcount: * * *Project Description: * * *. It is expected that one of the first work products
would be individual Project Agreements for each of the following projects:  1.
    * * *.2.
    * * *.3.
    * * *.4.
    * * *.5.
    * * *.6.
    * * *.7.
    * * *.8.
    * * *.Deliverables: N/A as of the Project Agreement Effective DateDescription of Transmeta and SONY Responsibilities: * * *Payment Responsibility: Sony Co     Transmeta and SONY Confidential
    
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4.
    Project Manager Contacts. Transmeta Contact:
    
    
    
    SONY Contact:Name: Tien-Min Chen
    
    
    
    Name: TBDTitle: * * *
    
    
    
    Title:Telephone Number: * * *
    
    
    
    Telephone Number:Fax Number: * * *
    
    
    
    Fax Number:Email Address: * * *
    
    
    
    Email Address:
 IN WITNESS WHEREOF, the parties have caused this Project Agreement to be executed as of the Project
Agreement Effective Date by their duly authorized representatives. Transmeta Corporation By:
    
    /s/ Arthur L. Swift
 Print Name: Art Swift Title: President and CEO Date: 3/31/05 Sony Computer Entertainment Inc.
    
    
    
    Sony CorporationBy:
    
    /s/ Terushi Shimizu
    
    
    
    By:
    
    /s/ Terushi ShimizuPrint Name: Terushi Shimizu
    
    
    
    Print Name: Terushi ShimizuTitle: Deputy Vice President,
    

    
    
    Title: CFO,Semiconductor Business Division
    
    
    
    Semiconductor Solutions Network CompanyDate: March 29, 2005
    
    
    
    Date: March 29, 2005
     Transmeta and SONY Confidential
    
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EXHIBIT C Project Agreement Number:* * * This Project Agreement (Project Agreement) is made and entered as of March 29, 2005 (the
"Project Agreement Effective Date") pursuant to the terms and conditions of the Design Services
Agreement dated March 29, 2005, by and between Transmeta Corporation, a Delaware U.S.A corporation
with offices at 3990 Freedom Circle, Santa Clara, CA, 95054 (Transmeta), and Sony Computer
Entertainment Inc., a Japanese Corporation with office at 2-6-21 Minamiaoyama, Minato-ku, Tokyo
107-0062, Japan (SCEI) and SONY Corporation, a Japanese corporation with offices at 6-7-35
Kitashinagawa, Shinagawa-ku, Tokyo 141-0001, Japan (Sony Co) (collectively, SONY). Description of Services. Project Name: * * * Starting Date: April 1, 2005 Project Headcount: * * * Project Descriptions: * * *. It is expected that one of the first work products
would be individual Project Agreements for each of the following projects: 1.      * * *. 2.      * * *. 3.      * * *. 4.      * * *. Deliverables: N/A as of the Project Agreement Effective Date Project Schedule: More detailed project schedules will be due * * * with the development
of each Project Agreement, and after SONY specifies the required product schedule. Changes to Intellectual Property Rights: (1) Transmeta agrees that SONY will own all copyright rights in and to all final deliverables
created and delivered by Transmeta to SONY pursuant to this Project Agreement, subject to and
excluding Transmetas rights in any underlying Transmeta Background Technology, which shall be
treated in accordance with Section 4.5 of the Design Services Agreement. Transmeta irrevocably
assigns and transfers to SONY all of Transmetas copyright rights in and to all such final
deliverables. Transmeta agrees that SONY will own all Patent Rights in any Transmeta Project-related
Inventions and Jointly-owned Project-related Inventions or any elements thereof created pursuant to
this Project Agreement (subject to and excluding Transmetas rights in any underlying Transmeta
Background Technology which shall be treated in accordance with Section 4.5 of the Design Services
Agreement). Transmeta irrevocably assigns and transfers to SONY all of     Transmeta and SONY Confidential
    
    18
    
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Transmetas worldwide Patent Rights in such Transmeta Project-related Inventions and Jointly-owned
Project-related Inventions (subject to and excluding Transmetas rights in any underlying Transmeta
Background Technology, which shall be treated in accordance with Section 4.5 of the Design Services
Agreement). Transmeta will have no obligation to pay for any costs or expenses associated with
obtaining and maintaining Patent Rights for any Jointly-owned Project-related Inventions created
pursuant to this Project Agreement. (2) At Transmetas request, SONY shall discuss with Transmeta in good faith the possibility of
granting to Transmeta a license under SONYs Patent Rights in and to certain Transmeta
Project-related Inventions created pursuant to this Project Agreement, provided that, however, SONY
will have no obligation to do so if and to the extent any such Transmeta Project-related Invention
is based on STI Information. Description of SONY Responsibilities: * * *. Payment Responsibility: SCEI. Project Manager Contacts. Transmeta Contact:
    
    
    
    SONY Contact:Name: Patrick Gainer
    
    
    
    Name: * * *Title: Vice-President Software
    
    
    
    Title: * * *Telephone Number: * * *
    
    
    
    Telephone Number: * * *Fax Number: * * *
    
    
    
    Fax Number: * * *Email Address: * * *
    
    
    
    Email Address: * * *
 IN WITNESS WHEREOF, the parties have caused this Project Agreement to be executed as of the Project
Agreement Effective Date by their duly authorized representatives.     Transmeta and SONY Confidential
    
    19
    
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Transmeta Corporation By:
    
    /s/ Arthur L. Swift
 Print Name: Art Swift Title: President and CEO Date: 3/31/05 Sony Computer Entertainment Inc.
    
    
    
    Sony CorporationBy:
    
    /s/ Masayuki Chatani
    
    
    
    By:
    
    /s/ Terushi ShimizuPrint Name: Masayuki Chatani
    
    
    
    Print Name: Terushi ShimizuTitle:
    
    Corporate Executive & CTO
    
    
    
    Title:
    
    CFO,Semiconductor Solutions Network CompanyDate:
    
    March 29, 2005
    
    
    
    Date:
    
    March 29, 2005
   * * * 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.  Transmeta and SONY Confidential
    
    20
    
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##### 



EXHIBIT D Project Agreement Number:* * * This Project Agreement (Project Agreement) is made and entered as of March 29, 2005 (the
"Project Agreement Effective Date") pursuant to the terms and conditions of the Design Services
Agreement dated March 29, 2005, by and between Transmeta Corporation, a Delaware U.S.A corporation
with offices at 3990 Freedom Circle, Santa Clara, CA, 95054 (Transmeta), and Sony Computer
Entertainment Inc., a Japanese Corporation with office at 2-6-21 Minamiaoyama, Minato-ku, Tokyo
107-0062, Japan (SCEI) and SONY Corporation, a Japanese corporation with offices at 6-7-35
Kitashinagawa, Shinagawa-ku, Tokyo 141-0001, Japan (Sony Co) (collectively, SONY). Description of Services. Project Name: * * * Starting Date: April 1, 2005 Project Headcount: * * * Project Descriptions: * * *. It is expected that one of the first work products
would be individual Project Agreements for each of the following projects, but only to the
extent enabled by the approved Project Headcount: 1. * * *. 2. * * *. 3. * * *. 4. * * *. 5. * * *. 6. * * *. 7. * * *. Deliverables: N/A as of the Project Agreement Effective Date Changes to Intellectual Property Rights: (1) Transmeta agrees that SONY will own all copyright rights in and to all final deliverables
created and delivered by Transmeta to SONY pursuant to this Project Agreement subject to and
excluding Transmetas rights in any underlying Transmeta Background Technology, which shall be
treated in accordance with Section 4.5 of the Design Services Agreement. Transmeta irrevocably
assigns and transfers to SONY all of Transmetas copyright rights in and to all such final
deliverables. Transmeta agrees that SONY will own all Patent Rights in any Transmeta Project-related
Inventions and Jointly-owned Project-related Inventions or any elements thereof created pursuant to
this Project Agreement (subject to and excluding Transmetas rights in any underlying Transmeta
Background Technology, which shall be treated in accordance with Section 4.5 of the Design Service
Agreement). Transmeta irrevocably assigns and transfers to SONY all of     Transmeta and SONY Confidential
    
    21
    
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##### 



Transmetas worldwide Patent Rights in such Transmeta Project-related Inventions and Jointly-owned
Project-related Inventions (subject to and excluding Transmetas rights in any underlying Transmeta
Background Technology, which shall be treated in accordance with Section 4.5 of the Design Service
Agreement). Transmeta will have no obligation to pay for any costs or expenses associated with
obtaining and maintaining Patent Rights for any Jointly-owned Project-related Inventions created
pursuant to this Project Agreement. (2) At Transmetas request, SONY shall discuss with Transmeta in good faith the possibility of
granting to Transmeta a license under SONYs Patent Rights in and to certain Transmeta
Project-related Inventions created pursuant to this Project Agreement, provided that, however, SONY
will have no obligation to do so if and to the extent any such Transmeta Project-related Invention
is based on STI Information. Project Schedule: More detailed project schedules will be due * * * with the development
of each Project Agreement, and after SONY specifies the required product schedule. Description of SONY Responsibilities: * * * Payment Responsibility: SCEI. Project Manager Contacts. SONY Contact:Transmeta Contact:Name: Michael Stawowy
    
    Name: * * *Title: * * *
    
    Title: * * *Telephone Number: * * *
    
    Telephone Number: * * *Fax Number: * * *
    
    Fax Number: * * *Email Address: * * *
    
    Email Address: * * *
 IN WITNESS WHEREOF, the parties have caused this Project Agreement to be executed as of the Project
Agreement Effective Date by their duly authorized representatives.     Transmeta and SONY Confidential
    
    22
    
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##### 



Transmeta Corporation By:
    
    /s/ Arthur L.Swift
 Print Name: Art Swift Title: President and CEO Date: 3/31/05 Sony Computer Entertainment Inc.
    
    
    
    Sony CorporationBy:
    
    /s/ Toshiyuki Hiroi
    
    
    
    By:
    
    /s/ Terushi ShimizuPrint Name: Toshiyuki Hiroi
    
    
    
    Print Name: Terushi ShimizuTitle: Deputy Vice President,
    
    
    
    Title: CFO,Semiconductor Business Division
    
    
    
    
    
    Semiconductor Solutions Network CompanyDate: March 29, 2005
    
    
    
    Date: March 29, 2005
     Transmeta and SONY Confidential
    
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