##### 



EXHIBIT 10.23
CONFIDENTIAL TREATMENT REQUESTED
 MS CONTRACT NUMBER: * * *
 SCHEDULE A
  A. Description of Work and Specifications (the WORK):
 WORK (or portion thereof)
   Project 1 Phase 1 * * * Software Program
  
    
    CMS Prototype Implementing * * * Spec
  
    
    Sample * * *
  
    
    * * *
  
    
    Enhanced * * * for Transmeta Boards
  
    
    Enhanced OEM Tools
 .
 
    
    Pilot Release Process on CMS and Microsofts Pilot * * *
  
 * * *
    
    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. Page 1




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##### 




    
    Enhanced * * * for Pilot Systems
    B. Payment:
  Milestone 1 payment amount (* * *): Payment Date * * *: Amount $
 Milestone 2 payment amount (* * *): Payment Date * * *: Amount $
   C. Delivery Schedule:
   Project Schedule
 Milestone Date:
    
    * * * :CMS Prototype Implementing * * *Milestone Date:
    
    * * * :Sample * * *Milestone Date:
    
    * * * :* * * % complete, pending * * ** * * :100% complete
  
 * * *
    
    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. Page 2




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##### 



Milestone Date:
    
    * * * :Enhanced * * * for Transmeta Development BoardsMilestone Date:
    
    * * :Enhanced OEM Tools * * *% * * ** * *:100% completeMilestone Date:
    
    * * * :Enhanced * * * for Pilot SystemsMilestone Date:
    
    * * * :Pilot Release Process on CMS and Microsofts Pilot * * *
  .
  
 * * *
    
    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. Page 3




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##### 



MICROSOFT CORPORATION
    
    
    
    TRANSMETA CORPORATIONOne Microsoft Way
    
    
    
    3990 Freedom CircleRedmond, WA 98052
    
    
    
    Santa Clara, CA 95054/S/ Rick Thompson
    
    
    

/S/ Arthur
L. SwiftBy (Sign)
    
    
    
    By (Sign)Rick Thompson
    
    
    
    Arthur L. SwiftName (Print)
    
    
    
    Name (Print)May 11, 2005
    
    
    
    May 11, 2005Date
    
    
    
    DateMS Contact: Tom Phillips
  
 * * *
    
    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. Page 4




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##### 



MS CONTRACT NUMBER: * * *
 SCHEDULE A
  A. Description of Work and Specifications (the WORK):
 WORK (or portion thereof)
   Project 1 Phase 2 Pilot Program Expansions
  
    
    Expanded Sample * * *
  
    
    Resolving Tool Chain Issues for * * *
  
    
    * * * Audit
 . .
 
    
    Providing * * *
  
    
    * * *
   
 * * *
    
    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. Page 5




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##### 




    
    Pre-Emption of * * *
  
    
    Design Assistance On * * *
  
    
    Consulting and Creation of * * * Demo
    B. Payment:
  Milestone 1 payment amount (* * *): Payment Date
 Milestone 2 payment amount (* * *): Payment Date * * *: Amount $
   C. Delivery Schedule:
    Milestone Date: * * * :
  
 * * *
    
    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. Page 6




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##### 



Milestone Date: * * *: * * *
 Milestone Date: * * *:
 * * *:
 Milestone Date:  * * *:
 * * *:
 Milestone Date: * * *: * * * * * *
 * * *:
 Milestone Date: * * *:
 * * *:
 Milestone Date: * * *:
 * * *:
 Milestone Date: * * *:
 * * *:
   
    
    Testing and acceptance of the * * * in Microsofts Labs by Microsofts * * * development team.
 
    
    Test and detection of the * * *.
 
    
    Acceptance of test and detection of * * *.
 
    
    Successful link in the * * *.
 
    
    Successful design of * * *.
  
    
    Company will provide consulting and assistance in creation of * * * Demo for Microsoft internal and external use with
partners.
 
    
    Successful exposure and qualification of * * *.
 
    
    Successful * * * of the systems in preproduction prior to final build-out of hardware.
  
 * * *
    
    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. Page 7




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##### 



MICROSOFT CORPORATION
    
    
    
    TRANSMETA CORPORATIONOne Microsoft Way
    
    
    
    3990 Freedom CircleRedmond, WA 98052
    
    
    
    Santa Clara, CA 95054/S/ Rick Thompson
    
    
    
    /S/ Arthur L. SwiftBy (Sign)
    
    
    
    By (Sign)Rick Thompson
    
    
    
    Arthur L. Swift
 Name (Print)
    
    
    
    Name (Print)May 11, 2005
    
    
    
    May 11, 2005Date
    
    
    
    DateMS Contact: Tom Phillips
  
 * * *
    
    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. Page 8




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##### 



MS CONTRACT NUMBER: * * *
 SCHEDULE A
  A. Description of Work and Specifications (the WORK):
 WORK (or portion thereof)
   Project 1 Phase 3 Productization for * * *
 
    
    Production Implementation of * * * :
  
    
    Targeted Testing of * * *: Testing accomplished, pending check-out of final CMS
  
    
    Full Release Process on * * *
    B. Payment:
  
 * * *
    
    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. Page 9




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##### 



Milestone 1 payment amount (* * *): Payment Date * * * : Amount $
 Milestone 2 payment amount (* * *): Payment Date * * *: Amount $
   C. Delivery Schedule:
    Milestone Date:
    
    * * *: Production Implementation of * * * % complete. * * *.* * *: Production candidate release, 100% completeMilestone Date:
    
    * * *:Targeted Testing of * * * % complete. Testing accomplished, pending check-out of final * * ** * *:Production candidate release, 100% completeMilestone Date:
    
    * * *: Full Release Process on CMS and Microsofts * * * % complete* * *: 100% complete
      
 * * *
    
    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. Page 10




---



##### 



MICROSOFT CORPORATION
    
    
    
    TRANSMETA CORPORATIONOne Microsoft Way
    
    
    
    3990 Freedom CircleRedmond, WA 98052
    
    
    
    Santa Clara, CA 95054/S/ Rick Thompson
    
    
    
    /S/ Arthur L. SwiftBy (Sign)
    
    
    
    By (Sign)Rick Thompson
    
    
    
    Arthur L. SwiftName (Print)
    
    
    
    Name (Print)May 11, 2005
    
    
    
    May 11, 2005Date
    
    
    
    DateMS Contact: Tom Phillips
  
 * * *
    
    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. Page 11




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##### 



MS CONTRACT NUMBER: * * *
 SCHEDULE A
  A. Description of Work and Specifications (the WORK):
 WORK (or portion thereof)
   Project 1 Phase 4 Product Enhancements beyond Baseline
  
    
    Creation of * * *
  
    
    Consulting on * * *
  
    
    * * * Functionality
    B. Payment:
  
 * * *
    
    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. Page 12




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##### 



Milestone 1 payment amount (* * *): Payment Date * * *: Amount $
 Milestone 2 payment amount (* * *): Payment Date * * *: Amount $*
   C. Delivery Schedule:
   Project Schedule
 Milestone Date:
    
    * * *:Creation of * * * * * *% complete* * *: * * *% complete* * *:100% completeMilestone Date:
    
    * * *:Consulting on * * * * * *% complete* * *:100% completeMilestone Date:
    
    * * *: * * * Functionality * * * %complete. * * ** * *: * * *% complete* * * :100% complete
  
    
    The acceptance of systems * * *. * * *.
 
    
    Test and acceptance of * * *.
  
 * * *
    
    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. Page 13




---



##### 



MICROSOFT CORPORATION
    
    
    
    TRANSMETA CORPORATIONOne Microsoft Way
    
    
    
    3990 Freedom CircleRedmond, WA 98052
    
    
    
    Santa Clara, CA 95054/S/ Rick Thompson
    
    
    
    /S/ Arthur L. SwiftBy (Sign)
    
    
    
    By (Sign)Rick Thompson
    
    
    
    Arthur L. SwiftName (Print)
    
    
    
    Name (Print)May 11, 2005
    
    
    
    May 11, 2005Date
    
    
    
    DateMS Contact: Tom Phillips
  
 * * *
    
    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. Page 14




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##### 



MS CONTRACT NUMBER: * * *
 SCHEDULE A
  A. Description of Work and Specifications (the WORK):
 WORK (or portion thereof)
   Project 2 * * * Pilot Rollout Program
 * * *.
  
    
    * * * and Prototype Builds
  
    
    Manufacturing Program Management and Full Pilot Builds
  
    
    * * * Manufacturing Design and Coordination
  
    
    * * * Solution Engineering
   
 * * *
    
    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. Page 15




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##### 




    
    * * * Engineering
  
    
    * * * Support and Debugging
  
    
    Compatibility Testing (On-Site and Off-Site)
  
    
    Safety and Compliance Testing
    B. Payment:
  Milestone 1 payment amount (* * *):
 Milestone 2 payment amount (* * *):
   C. Delivery Schedule:
    
 * * *
    
    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. Page 16




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##### 



Phase 2: Pre-Production Alpha Build
 Date: * * * 
 Phase 2: Pre-Production Beta Build
 Date: * * * 
 Phase 1: Full Pilot Build
 Date: * * *, or as discussed with Microsoft to meet rollout date goals
       .
  MICROSOFT CORPORATION
    
    
    
    TRANSMETA CORPORATIONOne Microsoft Way
    
    
    
    3990 Freedom CircleRedmond, WA 98052
    
    
    
    Santa Clara, CA 95054/S/ Rick Thompson
    
    
    
    /S/ Arthur L. SwiftBy (Sign)
    
    
    
    By (Sign)Rick Thompson
    
    
    
    Arthur L. SwiftName (Print)
    
    
    
    Name (Print)May 11, 2005
    
    
    
    May 11, 2005Date
    
    
    
    DateMS Contact: Tom Phillips
  
 * * *
    
    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. Page 17




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##### 



MS CONTRACT NUMBER: * * *
 SCHEDULE A
  A. Description of Work and Specifications (the WORK):
 WORK (or portion thereof)
   Project 3 * * * Design Guide and * * * Reference Design
   
    
    * * * System Design Guide
  
    
    Phase 1: Specification
  
    
    Phase 2: Design
  
    
    Design of * * * board complete
  
 * * *
    
    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. Page 18




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##### 




    
    Components pre-purchase and delivery for * * * Unit build
  
    
    Components pre-purchase for * * * Unit build.The * * * boards are built in larger
quantity for wider deployment, formal validation, and final characterization.
   B. Payment:
  Milestone 1 payment amount (* * *):
 Milestone 2 payment amount (* * *):
   C. Delivery Schedule:
   Project Schedule
 
    
    * * *: * * * System Design Guide
    
    * * *: Phase 1: Specification
    
    * * *: Phase 2: Design
  
 * * *
    
    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. Page 19




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##### 




    
    * * *: * * *% Design of Alpha * * * board complete
 
    
    100% Complete * * *
 
    
    * * *: Delivery of Engineering Sample (ES) Systems.
    
    * * *: Components pre-purchase for * * * Unit build
    
    Phase 2: * * * Build
    
    * * *  * * *.
 .
  MICROSOFT CORPORATION
    
    
    
    TRANSMETA CORPORATIONOne Microsoft Way
    
    
    
    3990 Freedom CircleRedmond, WA 98052
    
    
    
    Santa Clara, CA 95054/S/ Rick Thompson
    
    
    
    /S/ Arthur L. SwiftBy (Sign)
    
    
    
    By (Sign)Rick Thompson
    
    
    
    Arthur L. SwiftName (Print)
    
    
    
    Name (Print)May 11, 2005
    
    
    
    May 11, 2005Date
    
    
    
    DateMS Contact: Tom Phillips
 
 * * *
    
    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. Page 20