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EXHIBIT 10.26
CONFIDENTIAL TREATMENT REQUESTED
 LONGRUN2 TECHNOLOGY LICENSE AGREEMENT
 Agreement Effective Date Transmeta Toshiba
 RECITALS
       1.
    
    DEFINITIONS
 1.1
    
    Foundry Service means the service of manufacturing semiconductor wafers on behalf of third
parties where the manufacturer provides the third parties with process information (such as
design rules) and/or cell libraries, function block or macro (such as,
 
 * * *
    
    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. Toshiba / Transmeta LongRun2 Agreement
    
    February 19, 2006




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by way of example, but not limitation, a digital or analog block or cell library) to be
incorporated into the wafers.1.2
    
    Have Designed or Manufacturedmeans for Toshiba (or a sublicensed Toshiba Subsidiary (as
defined below)) to contract with a third party or parties to perform designing or
manufacturing functions for and on behalf of Toshiba (or the sublicensed Toshiba Subsidiary).1.3
    
    Intellectual Property Rights means Patents, 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.1.4
    
    LongRun2 Products means 90nm [* *
*] and 22nm (and any intermediate (i.e., internode) generations
thereof) CMOS integrated circuit semiconductor devices that are based on, manufactured
utilizing, embody, implement, incorporate or practice the Transmeta Technology, in whole or in
part.1.5
    
    Field of Operating Power means the fields of operating power of LongRun2 Products: (i) a
minimum operating power of [* * *], or (ii) a maximum operating power of [* * *]. Toshiba
shall notify Transmeta, by no later than [* * *], which of the foregoing fields will be the
initial field of operating power that Toshiba will use.1.6
    
    Patent(s)means any patent(s) or patent application(s), 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
    
    Toshiba Improvements means any improvements, modifications, enhancements, extensions to or
derivative works based upon the Transmeta Specific Technology, developed by or for Toshiba or
a Toshiba Subsidiary by any employee, contractor, consultant or agent of Toshiba or a Toshiba
Subsidiary who has had access to Transmeta Specific Technology pursuant to this Agreement or
the Mutual NDA (dated * * *).1.8
    
    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 Toshiba will be referred to as Toshiba Subsidiary(ies) and those
of Transmeta will be referred to as Transmeta Subsidiary(ies).1.9
    
    Transmeta Technologymeans Transmetas proprietary power management and related
technologies described in Exhibit A attached hereto, and including any improvements,
modifications, enhancements, extensions thereto or derivative works based thereon, in whole or
in part, developed by or for Transmeta or Transmeta Subsidiaries, that Transmeta provides to
Toshiba pursuant to the terms of 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. Toshiba / Transmeta LongRun2 Agreement
    
    2




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1.10
    
    Transmeta Technology Deliverablesmeans those items of Transmeta Technology specified in
Exhibit A, attached hereto, that Transmeta will deliver to Toshiba in accordance with
the terms of this Agreement.1.11
    
    Transmeta Documents means the documents included in the Transmeta Technology Deliverables
specified in Exhibit A, attached hereto, that Transmeta will deliver to Toshiba
pursuant to the terms of this Agreement.1.12
    
    Transmeta Specific Technologyshall mean the Transmeta Technology that is specified in
Exhibit Band as amended from time to time, by mutual agreement of the parties.2.
    
    LICENSES, LICENSE ROYALTIES AND NON-ASSERTION RIGHTS2.1
    
    License Grant. Subject to Toshiba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 Toshiba a
worldwide, nonexclusive, nontransferable (except as specified in Section 12.1),
non-sublicensable (except as specified in Section 2.3) and royalty-bearing (as specified in
Section 2.5) license under all of Transmetas Intellectual Property Rights in and to Transmeta
Technology to:
 (a)
    
    use, reproduce, modify, enhance, extend, improve and create
derivative works based upon the Transmeta Technology, for Toshiba and
third-party customers of Toshiba, for the purpose of designing, having designed
and developing LongRun2 Products;(b)
    
    manufacture (and Have Designed or Manufactured), use, offer for
sale, sell, export or import LongRun2 Products; provided, that unless and until
Toshiba exercises the License Extension Option (defined in Section 2.2), the
license rights granted under this Section 2.1(b) will be limited to LongRun2
Products in the initial Field of Operating Power which Toshiba elected to use
and notified Transmeta thereof (as specified in Section 1.5); and(c)
    
    use, reproduce, modify, translate, summarize and distribute the
Transmeta Documents, provided that Toshiba will comply with the confidentiality
obligations hereunder to the extent Transmeta Confidential Information (as
defined below) is included.
 It is acknowledged and agreed by the parties that the rights and license granted under this
Section expressly include the right and license for Toshiba to utilize any Transmeta
Technology to provide Foundry Services to any third-party customers of Toshiba in order for
such third-party customers to design and develop LongRun2 Products for exclusive manufacture
by Toshiba solely for such third-party customers, and to use, offer for sale, sell, export
or import such LongRun2 Products.
 Toshiba / Transmeta LongRun2 Agreement
    
    3




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2.2
    
    Option to Extend License Rights. Transmeta hereby grants Toshiba the option (the
License Extension Option) to extend the scope of the license rights granted under Section
2.1(b) to the other Field of Operating Power not initially elected by Toshiba. Toshiba may
exercise the License Extension Option only by complying with the notice and payment
requirements set forth in Section 3.6. If Toshiba complies with such requirements, the
license rights granted under Section 2.1(b) will extend to LongRun2 Products of any operating
power.2.3
    
    Toshiba Subsidiaries. Toshiba has the right to sublicense any (or all) of the
license rights granted in Section 2.1 to any Toshiba Subsidiary. Toshiba, however, hereby
guarantees the compliance by each and every such Toshiba Subsidiary with the terms and
conditions of this Agreement, and Toshiba and such Toshiba Subsidiaries shall be jointly and
severally liable for any breach thereof by any such Toshiba Subsidiary.2.4
    
    License Restrictions.
 (a)
    
    Restrictions on Have Designed or Manufactured Rights.
Toshiba acknowledges that any exercise of its Have Designed or Manufactured
rights under Section 2.1 is expressly contingent upon Toshiba entering into a
written agreement with its contract designer(s) or manufacturer(s) for the
design or manufacture of LongRun2 Products (a Contract Manufacturing
Agreement). Each Contract Manufacturing Agreement that Toshiba enters into
shall contain provisions that protect Transmetas Intellectual Property Rights
in and to the Transmeta Technology, Transmeta Technology Deliverables and
Transmeta Confidential Information to at least the same extent as the terms and
conditions of this Agreement. Toshiba will use its commercially reasonable
efforts to enforce each such Contract Manufacturing Agreement with at least the
same degree of diligence used by Toshiba to enforce similar agreements for its
own products. Toshiba will promptly notify Transmeta in writing of any breach
of any such Contract Manufacturing Agreement by a Toshiba contract designer or
manufacturer relating to the Transmeta Technology, Transmeta Technology
Deliverables or Transmeta Confidential Information of which Toshiba becomes
aware. Subject to Section 11, Toshiba will be liable for any and all losses or
damages of any kind suffered or incurred by Transmeta arising out of or
relating to any such breach.(b)
    
    Specific Restrictions. Without limiting any
restrictions or other limitations specified in Section 2.4(a) above, Toshiba
further acknowledges that, in no event shall Toshiba or a sublicensed Toshiba
Subsidiary authorize or permit a Toshiba contract designer or manufacturer to
design, manufacture, use, offer to sale, sell, or import a LongRun2 Product for
or on behalf of any party other than Toshiba or a sublicensed Toshiba
Subsidiary, as applicable.
 Toshiba / Transmeta LongRun2 Agreement
    
    4




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(c)
    
    Limited Rights. Toshibas rights in the Transmeta
Technology, Transmeta Technology Deliverables and Transmeta 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 Confidential Information not expressly
granted to Toshiba hereunder. For the avoidance of doubt, Toshiba acknowledges
and agrees that it may not use, reproduce Transmeta Technology Deliverables or
Transmeta Confidential Information, or manufacture (or Have Designed or
Manufactured), offer for sale, sell, export or import any LongRun2 Products,
except as expressly authorized in this Agreement.(d)
    
    Use of Toshiba Improvements. For the avoidance of
doubt, Toshiba owns all right, title, and interest in and to the Toshiba
Improvements, and Toshiba may create, use, reproduce, grant, assign or transfer
rights to Toshiba Improvements to any third party, or otherwise dispose of
unless expressly prohibited in this Agreement.
 2.5
    
    Royalties. For each LongRun2 Product manufactured by or for Toshiba or sublicensed
Toshiba Subsidiaries that is based on, manufactured utilizing, embodies, implements,
incorporates or practices any Transmeta Specific Technology, Toshiba will pay Transmeta the
non-refundable royalties calculated in accordance with the royalty schedule set forth in
Exhibit E. Royalties shall accrue upon the date of completion of sale of each of such
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,
Toshiba shall submit to Transmeta the payment of royalties due as shown in the Royalty Report
(as defined in Section 5.2 below). Both parties acknowledge that any semiconductor device,
which is not based on, is not manufactured utilizing, does not embody, implement, incorporate
or practice Transmeta Specific Technology, shall not be subject to royalty payment hereunder.
If dispute arises over whether any technologies used by Toshiba include Transmeta Specific
Technology or not, both parties shall discuss and solve the dispute in good faith. For the
avoidance of doubt, no royalty shall be payable with respect to a specific LongRun2 Product if
Toshiba can demonstrate to Transmetas reasonable satisfaction that the Transmeta Specific
Technology embodied in such product is not functional and cannot be removed without Toshibas
expenditure of undue expense.2.6
    
    Non-Assertion by Toshiba of Patent Rights in Toshiba Improvements. Subject to
Transmetas compliance with all of the terms and conditions of this Agreement and the
condition that Transmeta, Transmeta Subsidiaries and Transmetas other licensees shall
covenant not to sue for infringement or otherwise assert rights in any of their Patents in or
to their improvements equivalent to Toshiba Improvements against Toshiba, Toshiba Subsidiary,
its contract designer, manufacturer, distributor and customer, Toshiba, on behalf of itself
and all sublicensed Toshiba Subsidiaries, hereby covenants not to sue for infringement of or
otherwise assert rights in any of its Patents in or to Toshiba Improvements against:
 
 * * *
    
    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. Toshiba / Transmeta LongRun2 Agreement
    
    5




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(a)
    
    Transmeta and Transmeta Subsidiaries on the grounds that they
are making, using, selling, offering for sale, importing LongRun2 Products, but
only with respect to those features, techniques or functionalities of a
LongRun2 Product that implement, incorporate, embody or are based on a Toshiba
Improvement.(b)
    
    distributors and customers (including but not limited to
end-user customers) of Transmeta and Transmeta Subsidiaries on the grounds that
such parties are making, using, selling, offering for sale, or importing
LongRun2 Products, but only with respect to those features, techniques or
functionalities of a LongRun2 Product that implement, incorporate, embody or
are based on a Toshiba Improvement; and(c)
    
    contract manufacturers of Transmeta and Transmeta Subsidiaries
on the grounds that such manufacturers are manufacturing LongRun2 Products
solely for Transmeta or Transmeta Subsidiaries, but only with respect to those
features, techniques or functionalities of a LongRun2 Product that implement,
incorporate, embody or are based on a Toshiba Improvement.
 2.7
    
    Additional Patent Licensing. At Transmetas request, at any time during the term of
this Agreement, Toshiba will negotiate with Transmeta in good faith (but not be obligated to
agree to) the granting of a license under any Toshiba 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 FEES3.1
    
    Transmeta Obligations: Subject to Toshibas payment of the technology transfer fee in
accordance with Section 3.5 below, during the period following the Effective Date through [* *
*] (the Technology Transfer Services Period), Transmeta will deliver to Toshiba: (i) the
Transmeta Technology Deliverables as set forth in Exhibit A; and (ii) certain
technology training as set forth in Exhibit D in accordance with the terms specified
in Exhibit D (Technology Transfer Training) as soon as can be mutually agreed.
Transmeta will make delivery of the Transmeta Documents identified in Documents 1 through 14
of Exhibit Aby [* * *]. 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. The parties acknowledge and
agree that any Transmeta Technology, other than the technology described in Exhibit A,
will be delivered solely at Toshibas request, and solely to the Toshiba personnel identified
in Exhibit G. Toshiba may update Exhibit G by reasonable prior notice to
Transmeta.3.2
    
    Maintenance Services. During the Technology Transfer Services Period, Transmeta will
provide or make available to Toshiba the maintenance services, as specified in Exhibit
C (Maintenance Services). For the performance of Maintenance Services, Toshiba will pay
Transmeta [* * *], which fee will be payable within [* * *] following the execution
 
 * * *
    
    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. Toshiba / Transmeta LongRun2 Agreement
    
    6




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of this Agreement. Transmeta will provide Toshiba with monthly report on how much of the
above-mentioned fee will be used for specific Maintenance Service to be provided in the
following month. After that period, at Toshibas request, the parties will negotiate in good
faith the terms and conditions (including fees) with respect to Transmetas provision of
additional Maintenance Services.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. Toshiba acknowledges that the Transmeta
Technology, Transmeta Technology Deliverables, Technology Transfer Training, Technical Support
Services and Maintenance Services contain and will disclose to Toshiba certain highly valuable
trade secrets of Transmeta, as provided for in Section 7.3.5
    
    Technology Transfer Fee. In consideration of Transmetas delivery of the Transmeta
Technology Deliverables and Technology Transfer Training pursuant to Section 3.1 during the
Technology Transfer Services Period, Toshiba will pay Transmeta a one-time technology transfer
fee of [* * *], which fee will be payable (i) within [* * *] following the execution of this
Agreement or (ii) by [* * *], whichever is later. The technology transfer fee payable by
Toshiba hereunder is non-refundable, and is not creditable against the royalties which may
become payable by Toshiba under Section 2.5. This payment is in no way dependent upon Toshiba
successfully manufacturing a LongRun2 Product or bringing up a LongRun2 Product production
process.3.6
    
    License Extension Option Fee. In order to exercise the License Extension Option,
Toshiba must notify Transmeta thereof in writing by no later than [* * *] and pay to Transmeta
the applicable License Extension Option Fee of [* * *], which fee will be payable no later
than [* * *]. If Toshiba fails to notify Transmeta of its desire to exercise the License
Extension Option by [* * *], then the License Extension Option will automatically expire.3.7
    
    Technical Support Services. Transmeta will provide or make available to Toshiba the
technical support services, as specified in Exhibit D (Technical Support Services).
In consideration of Transmeta providing Technical Support Services, Toshiba will pay Transmeta
fees in accordance with the terms and conditions (including timing) set forth in Exhibit
D, which terms and conditions may be re-negotiated from time to time by the parties. The
fees for Technical Support Services payable by Toshiba hereunder are non-refundable and
non-recoupable, and are not creditable against the royalties which may become payable by
Toshiba under Section 2.5. If Toshiba cancels Technical Support Services upon at least [* *
*] notice, the fees payable by Toshiba will be pro-rated based on the period for which
Transmeta has performed (and continues to perform) such Technical Support Services until such
scheduled cancellation date.3.8
    
    For the avoidance of doubt, information regarding the use and exploitation of the Transmeta
Technology, which is disclosed by any other Transmeta Technology licensee
 
 * * *
    
    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. Toshiba / Transmeta LongRun2 Agreement
    
    7




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to Toshiba in accordance with Section 7.2 (iii), shall not be considered as any technology
transfer pursuant to this Agreement, and Toshiba may fully use such information subject to a
3-party confidentiality agreement between Transmeta, Transmeta licensee and Toshiba.
Notwithstanding the foregoing, to the extent that any information disclosed by a Transmeta
Technology licensee to Toshiba would be considered Transmeta Specific Technology if such
information is included in Exhibit B and Transmeta had provided such information directly to
Toshiba, then such information will be deemed to be Transmeta Specific Technology for all
purposes of this Agreement, and Toshibas rights to use such information will be solely as
set forth in this Agreement.4.
    
    PAYMENT, INTEREST AND TAXES4.1
    
    Payment Method. All payments by Toshiba shall be made in U.S. dollars 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 Toshiba under this Agreement or under any other agreement.4.3
    
    Taxes. Toshiba 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 and all
applicable laws and regulations in Japan 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, Toshiba may pay, on Transmetas behalf, any
withholding taxes that are required to be paid under applicable law. In this event, Toshiba
will furnish Transmeta with written documentation of such payments, including but not limited
to receipts, of any and all such taxes paid by Toshiba.5.
    
    RECORDS AND AUDIT REQUIREMENTS5.1
    
    Records. For [* * *] after the completion of each calendar quarter, Toshiba will
maintain complete and accurate books, records and accounts as are reasonably necessary to
verify the royalty payments made by Toshiba 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, Toshiba 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 of each royalty-bearing LongRun2 Product.5.3
    
    Audit. During the term of this Agreement and for a period of [* * *] thereafter,
upon at least [* * *] prior written notice to Toshiba, Transmeta will have the right, at its
own cost and expense, to authorize an internationally recognized certified public accounting
firm as agreed by Toshiba, with Toshibas prior consent which will not be unreasonably
withheld or delayed, to audit Toshibas books, records, and accounts, and other relevant
information for the purpose of verifying the accuracy of the amount of royalties reported
 
 * * *
    
    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. Toshiba / Transmeta LongRun2 Agreement
    
    8




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by Toshiba in Royalty Reports pursuant to Section 5.2, provided that such audit shall be
conducted during the normal business hours of Toshiba and no more frequently than once a
year. If the accounting firm concludes that additional amounts were owed during the audited
period, Toshiba 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 Toshiba. Transmeta will pay the fees and expenses charged by the accounting firm;
provided however, if the audit discloses that the royalties payable by Toshiba for the
audited period are more than [* * *] of the amounts actually paid for such period, then
Toshiba will pay the reasonable fees and expenses charged by the accounting firm. In the
event the audit reveals an overpayment by Toshiba, said amount shall be credited against the
next royalty payment to be made by Toshiba. Transmeta shall provide Toshiba with a copy of
any report prepared by the accounting firm within [* * *] of the receipt of the same.6.
    
    TERM AND TERMINATION6.1
    
    Term. This Agreement will begin on the Effective Date and will remain in force
unless and until terminated in accordance with Section 6.2.6.2
    
    Termination. Either party may terminate this Agreement if the other party breaches
any material term or condition of this Agreement that fails to cure such breach within [* * *]
following receipt of written notice from the non-breaching party.6.3
    
    Effect of Termination. Upon the termination of this Agreement by either party
pursuant to Section 6.2: (i) except as otherwise expressly provided in this Agreement, all
licenses and rights granted to Toshiba,; (ii) Toshiba shall promptly return to Transmeta or
destroy all Transmeta 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 Confidential Information and
Transmeta Technology Deliverables, provided that Toshiba (and sublicensed Toshiba
Subsidiaries) may retain a reasonable number of copies thereof necessary for the provision of
maintenance services to its then existing customers to which Toshiba and/or Toshiba
Subsidiaries had already sold the LongRun2 Products; and (iii) Transmeta shall promptly return
to Toshiba or destroy all of Toshiba Confidential Information that Transmeta may have
obtained through the course of this Agreement, and provide Toshiba with an officers written
certification, certifying to the return or destruction of all such Confidential Information.6.4
    
    Survival. Toshibas obligation to pay any accrued unpaid amounts due to Transmeta
will survive termination of this Agreement in case of termination for any reason. The rights
and obligations of the parties under Sections 1, 2.4, 2.6 (except if Toshiba terminates this
Agreement pursuant to Section 6.2), 3.3, 4, 5, 6.3, 6.4, 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 2.3 will survive termination of this
Agreement by either party pursuant to Section 6.2 with respect to any and all LongRun2
Products sold and invoiced by Toshiba or a sublicensed Toshiba Subsidiary prior to the
effective date of termination and, subject to Toshibas payment of the
 
 * * *
    
    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. Toshiba / Transmeta LongRun2 Agreement
    
    9




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applicable royalties in accordance with the terms of this Agreement, any LongRun2 Products
manufactured by Toshiba or a sublicensed Toshiba Subsidiary prior to 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
that: (i) is disclosed in writing and is identified and/or marked by the disclosing party as
Confidential Information at the time of disclosure; or (ii) is disclosed orally or in other
intangible form, is identified as confidential at the time of disclosure and is confirmed by
disclosing party in writing within thirty (30) days of its initial disclosure. Without
limiting the generality of the foregoing, Confidential Information may include, but is 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.7.2
    
    Use and Disclosure Restrictions. For a period [* * *] from the date of receipt of
each item of Confidential Information, or for a certain period to be agreed by both parties in
the case either party needs longer confidential obligation period for specific information,
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, Toshiba may disclose Transmeta Confidential
Information to any (i) Toshiba Subsidiary to which Toshiba grants a sublicense pursuant to
Section 2.3 hereof, (ii) to any third-party designer or manufacturer of Toshiba or such a
sublicensed Toshiba Subsidiary for the purpose of exercising its rights under Section 2.1(b),
(iii) to any other Transmeta licensee of the Transmeta Technology solely for the purpose of
Toshiba and such licensee discussing and sharing information regarding the use and
exploitation of the Transmeta Technology , provided that Toshiba, Transmeta and such licensee
have first entered into a 3-way confidentiality agreement; and (iv) to any third-party
customer of Toshiba or such a sublicensed Toshiba Subsidiary for the purpose of exercising its
rights under Section 2.1; provided, that prior to any such disclosure, each such third party
customer must execute a written non-disclosure agreement with Toshiba that contains use and
disclosure restrictions at least as protective as those set forth herein. For the avoidance
of doubt, in no event will either party have the right to disclose the terms and conditions of
this Agreement, including, without limitation, any exhibits hereto, to any other Transmeta
licensee of the Transmeta Technology. 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
 
 * * *
    
    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. Toshiba / Transmeta LongRun2 Agreement
    
    10




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##### 



the terms of this Agreement or other 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 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, provided that the party required
to make such a disclosure only discloses that Confidential Information or those portions of
this Agreement, as the case may be, that legal counsel to that party advises are legally
required to be disclosed and exercises commercially reasonable efforts to obtain
confidential treatment of such Confidential Information or the other portions of this
Agreement; and (iv) subject to execution of written confidentiality agreements no less
restrictive than those 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.7.4
    
    Residuals. Notwithstanding anything else in this Agreement, however, each partys
employees shall be entitled to use, without restriction (subject to the confidentiality
obligations in Section 7, but not restricted to the above use restriction) or royalty for any
purpose, the other partys Confidential Information (excluding Transmeta Specific Technology,
but including such Transmeta Specific Technology as has been confirmed by Toshiba to be not
used for practicing any rights and licenses provided for under this Agreement) retained in
such employees unaided memory as a result of rightful access to another partys Confidential
Information pursuant to this Agreement, subject only to the other partys patents, copyrights,
or mask work rights. An employees memory will be considered to be unaided if the employee has
not intentionally memorized the Confidential Information for the purpose of retaining it and
subsequently using or disclosing it. Nothing in this Agreement will restrict any partys right
to assign or reassign its employees, including without limitation those who have had access to
the other partys Confidential Information, to any project in its discretion.7.5
    
    Independent Development. Transmeta acknowledges that Toshiba may currently be
developing technology that is similar to the Transmeta Technology. Accordingly, nothing in
this Agreement will be deemed to limit Toshibas right to independently develop technology
that is similar to the Transmeta Technology. For the purposes hereof, technology will be
deemed to be independently developed if and only if it is developed by Toshiba employees or
contractors without use of actual access to any Transmeta Technology or Transmeta Confidential
Information, subject to Section 7.4.
 Toshiba / Transmeta LongRun2 Agreement
    
    11




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##### 



8.
    
    OWNERSHIP8.1
    
    Transmeta Ownership. Toshiba acknowledges and agrees that, as between Transmeta and
Toshiba, Transmeta owns all right, title, and interest in and to the Transmeta Technology
Deliverables, Transmeta Technology and Transmeta Confidential Information, including all
Intellectual Property Rights therein.8.2
    
    Toshiba Ownership. Transmeta acknowledges and agrees that, as between Toshiba and
Transmeta, Toshiba owns all right, title, and interest in and to the Toshiba Improvements and
Toshiba Confidential Information, including all Intellectual Property Rights therein.8.3
    
    Proprietary Notices. Each party will not delete or in any manner alter the patent,
copyright, trademark, and other proprietary rights notices of the other party (and its
suppliers, if any) appearing on the documents (including but not limited to the Transmeta
Technology and/or Transmeta Technology Deliverables, Toshiba Improvements), as provided or
otherwise made available by the other party hereunder. Each party shall reproduce such
notices on all copies it makes of the documents, 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.9.2
    
    Warranty Disclaimer of Transmeta. EXCEPT AS EXPRESSLY SET FORTH IN SECTION 9.1, TO
THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, TRANSMETA SPECIFICALLY AND EXPRESSLY DISCLAIMS
ANY AND ALL WARRANTIES OR CONDITIONS WITH RESPECT TO THE TRANSMETA TECHNOLOGY, TRANSMETA
TECHNOLOGY DELIVERABLES, TECHNOLOGY TRANSFER TRAINING, TECHNICAL SUPPORT SERVICES AND
MAINTENANCE SERVICES, 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 PARTICUAR TOSHIBA REQUIREMENTS.9.3
    
    Warranty Disclaimer of Toshiba. EXCEPT AS EXPRESSLY SET FORTH IN SECTION 9.1, TO THE
FULLEST EXTENT PERMITTED BY APPLICABLE LAW, TOSHIBA SPECIFICALLY AND EXPRESSLY DISCLAIMS ANY
AND ALL WARRANTIES OR CONDITIONS REGARDING TOSHIBA IMPROVEMENTS, 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 TOSHIBA HAS BEEN MADE AWARE OF ANY
PARTICUAR TRANSMETA REQUIREMENTS.10.
    
    INFRINGEMENT INDEMNITY
 Toshiba / Transmeta LongRun2 Agreement
    
    12




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##### 



10.1
    
    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 Toshiba (or a
Toshiba 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 Toshiba 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 Toshiba and/or Toshiba 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 would impose any
obligations or liability upon Toshiba, without Toshibas prior written consent.10.2
    
    Toshiba Obligations. Subject to Sections 10.1 and 10.3, Toshiba 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 an Indemnity Exclusion (as
defined in Section 10.5) 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 Toshiba, provided,
however, that Toshiba shall not enter into any settlement that would impose any obligations or
liability 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 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 Toshibas use of the Transmeta Technology and/or Transmeta
Technology Deliverables is, or in Transmetas opinion is likely to be, enjoined due to a claim
of the type specified in Section 10.1 above, then Transmeta will, at its sole option and
expense: (i) procure for Toshiba 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 shall pay to
Toshiba compensatory damages incurred by Toshiba due to such injunctions, subject to the
limitation of Section 11 of this Agreement.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:
 Toshiba / Transmeta LongRun2 Agreement
    
    13




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##### 



(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) Toshibas
failure to use updated or modified versions of the Transmeta Technology or Transmeta
Technology Deliverables provided by Transmeta to avoid a claim; (iv) use of the Transmeta
Technology or Transmeta Technology Deliverables by or on behalf of Toshiba or any Toshiba
Subsidiary in breach of this Agreement; or (v) use of the Transmeta Technology or Transmeta
Technology Deliverables in any manner that would cause Transmeta to continue to incur
liability to a third party with respect to an infringement or misappropriation claim after
notice from Transmeta to cease use thereof. The foregoing clauses (i) through (v) are
referred to collectively as the Indemnity Exclusions).10.6
    
    Sole Remedy. AS BETWEEN TRANSMETA AND TOSHIBA, THE PROVISIONS OF THIS SECTION 10 SET
FORTH EACH PARTYS SOLE AND EXCLUSIVE OBLIGATIONS, AND THE OTHER PARTYS SOLE AND EXCLUSIVE
REMEDIES, WITH RESPECT TO ANY THIRD-PARTY INTELLECTUAL PROPERTY RIGHTS INFRINGEMENT OR
MISAPPROPRIATION CLAIMS OF ANY KIND RELATED TO THE TRANSMETA TECHNOLOGY, TRANSMETA TECHNOLOGY
DELIVERABLES, LONGRUN2 PRODUCTS, TOSHIBA IMPROVEMENTS, AND ANY TECHNOLOGY TRANSFER TRAINING,
TECHNICAL SUPPORT SERVICES AND MAINTENANCE SERVICES PROVIDED BY OR FOR TRANSMETA OR TOSHIBA
UNDER THIS AGREEMENT.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) OR OTHERWISE, AND WHETHER OR NOT A PARTY HAS BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGE. Except for the exclusions for punitive or exemplary damages,
which will apply in all events, the foregoing exclusions 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 of the other partys
Intellectual Property Rights; or (c) Toshibas liability arising from a breach of Section 2.4.
 Toshiba / Transmeta LongRun2 Agreement
    
    14




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##### 



11.2
    
    Total Liability. IN NO EVENT WILL EITHER PARTYS TOTAL LIABILITY TO THE OTHER PARTY
IN CONNECTION WITH, ARISING OUT OF, OR RELATING TO THIS AGREEMENT, FROM ALL CAUSES OF ACTION
AND THEORIES OF LIABILITY, EXCEED [* * *]. Except for the exclusions for punitive or
exemplary damages, which will apply in all events, the foregoing limitation will not apply to
or restrict in any manner: (a) Toshibas liability arising from any breach of Sections 7; (b)
Toshibas liability arising out of any infringement, misappropriation or violation of the
other partys Intellectual Property Rights under this agreement; or (c) Toshibas liability
arising from any breach of Section 2.4., on the condition that IN NO EVENT WILL TOSHIBAS
TOTAL LIABILITY TO TRANSMETA IN CONNECTION WITH, ARISING OUT OF, OR RELATING TO THE ABOVE
SPECIFIED EVENTS, FROM ALL CAUSES OF ACTION AND THEORIES OF LIABILITY, EXCEED [* * *].11.3
    
    Acknowledgment. Each party acknowledges that the other party has entered into this
Agreement in reliance on the above limitations of liability, and that the same constitute a
material 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. Neither party may assign or transfer this Agreement and/or any rights
and/or obligations hereunder, in whole or in part, whether by operation of law or otherwise,
without the other partys express prior written consent, which consent will not be
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
transfer this Agreement, without such consent, will be null and void and without effect.
Notwithstanding the foregoing, either party may assign or transfer this Agreement, without the
other partys consent, to a third party that succeeds to all or substantially all of its
assets or related business (whether by sale, merger, operation of law or otherwise), and
Transmeta may so assign 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 agrees in
writing to be bound by the terms and conditions of this Agreement. For the avoidance of
doubt, any rights granted to Transmeta in Section 2.6 in this Agreement shall be granted
solely to Transmeta and shall not be assigned or transferred to any party without Toshibas
prior written consent. 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.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.
 
 * * *
    
    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. Toshiba / Transmeta LongRun2 Agreement
    
    15




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##### 



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 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:
    
    Toshiba:David R. Ditzel
    
    [* * *][* * *]
    
    [* * *][* * *]Semiconductor Company3990 Freedom Circle,
    
    Toshiba CorporationSanta Clara, CA 95054,
    
    1-1, Shibaura 1-Chome, Minato-Ku, Tokyo 105-U.S.A.
    
    8001, JapanWith a copy to:
    
    With a copy to:John OHara Horsley
    
    [* * *][* * *]
    
    [* * *]
 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.
 
 * * *
    
    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. Toshiba / Transmeta LongRun2 Agreement
    
    16




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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 is due
to causes beyond its reasonable control, including, but not limited to, acts of God, fires,
earthquake, 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, uses its reasonably efforts to correct such failure or delay in its performance, 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 the defendant, and (ii) in Tokyo, Japan by
the Japan Commercial Arbitration Association in accordance with its Commercial
 Toshiba / Transmeta LongRun2 Agreement
    
    17




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Arbitration Rules then in effect if Toshiba 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.
  TRANSMETA CORPORATION:
    
    
    
    TOSHIBA CORPORATION:By:
    
    /s/ Arthur L. Swift
    
    
    
    By:
    
    /s/ Masashi MuromachiName: Arthur Swift
    
    
    
    Name: Masashi MuromachiTitle: President and CEO
    
    
    
    Title: President and CEO, Semiconductor CompanyDate: February 22, 2006
    
    
    
    Date: February 22, 2006
 Toshiba / Transmeta LongRun2 Agreement
    
    18




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EXHIBIT A
 Transmeta Technology and Transmeta Technology Deliverables
  Document 1: Transmeta LongRun Power Management Overview
  
 * * *
    
    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. Toshiba / Transmeta LongRun2 Agreement
    
    19




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Document 2: Transmeta LongRun2 Product 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. Toshiba / Transmeta LongRun2 Agreement
    
    20




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Document 3: Transmeta LongRun Circuit Design Guide
  
 * * *
    
    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. Toshiba / Transmeta LongRun2 Agreement
    
    21




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Document 4: Transmeta LongRun2 Power Management Technology Overview
  
 * * *
    
    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. Toshiba / Transmeta LongRun2 Agreement
    
    22




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Document 5: Transmeta LongRun2[* * *] Design Guide
  
 * * *
    
    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. Toshiba / Transmeta LongRun2 Agreement
    
    23




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Document 6: Transmeta LongRun2 Circuit Design Guide
  
 * * *
    
    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. Toshiba / Transmeta LongRun2 Agreement
    
    24




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Document 7: Transmeta[* * *] 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. Toshiba / Transmeta LongRun2 Agreement
    
    25




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Document 8: Transmeta LongRun2 Transistor Optimization Recommendations
  
 * * *
    
    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. Toshiba / Transmeta LongRun2 Agreement
    
    26




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Document 9: Transmeta Device[* * *]Design Guide
  
 * * *
    
    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. Toshiba / Transmeta LongRun2 Agreement
    
    27




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Document 10: Transmeta LongRun2 Technology Evaluation Test Structures
  
 * * *
    
    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. Toshiba / Transmeta LongRun2 Agreement
    
    28




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Document 11: Transmeta LongRun2 Advanced[* * *]
  
 * * *
    
    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. Toshiba / Transmeta LongRun2 Agreement
    
    29




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Document 12: Transmeta[* * *]
  
 * * *
    
    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. Toshiba / Transmeta LongRun2 Agreement
    
    30




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Document 13: Transmeta LongRun2[* * *]
  
 * * *
    
    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. Toshiba / Transmeta LongRun2 Agreement
    
    31




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Document 14: Layout Considerations for[* * *]From LongRun2
  15. 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 Toshiba, dated [* * *].
 
 * * *
    
    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. Toshiba / Transmeta LongRun2 Agreement
    
    32




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EXHIBIT B
 Transmeta Specific Technology
 Document 1: Transmeta LongRun Power Management Overview
  
 * * *
    
    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. Toshiba / Transmeta LongRun2 Agreement
    
    33




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Document 2: Transmeta LongRun2 Product Engineering
 Document 3: Transmeta LongRun Circuit Design Guide
 Toshiba / Transmeta LongRun2 Agreement
    
    34




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Document 4: Transmeta LongRun2 Power Management Technology Overview
  
 * * *
    
    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. Toshiba / Transmeta LongRun2 Agreement
    
    35




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Document 5: Transmeta LongRun2[* * *] Design Guide
  
 * * *
    
    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. Toshiba / Transmeta LongRun2 Agreement
    
    36




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Document 6: Transmeta LongRun2 Circuit Design Guide
  
 * * *
    
    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. Toshiba / Transmeta LongRun2 Agreement
    
    37




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Document 7: 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. Toshiba / Transmeta LongRun2 Agreement
    
    38




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Document 8: Transmeta LongRun2 Transistor Optimization Recommendations
 Toshiba / Transmeta LongRun2 Agreement
    
    39




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Document 9: Transmeta Device[* * *] Design Guide
 
 * * *
    
    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. Toshiba / Transmeta LongRun2 Agreement
    
    40




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Document 10: Transmeta LongRun2 Technology Evaluation Test Structures
  
 * * *
    
    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. Toshiba / Transmeta LongRun2 Agreement
    
    41




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Document 11: Transmeta LongRun2 Advanced[* * *]
  
 * * *
    
    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. Toshiba / Transmeta LongRun2 Agreement
    
    42




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Document 12: Transmeta[* * *]
  
 * * *
    
    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. Toshiba / Transmeta LongRun2 Agreement
    
    43




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Document 13: Transmeta LongRun2[* * *]
  
 * * *
    
    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. Toshiba / Transmeta LongRun2 Agreement
    
    44




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Document 14: Layout Considerations for[* * *]From LongRun2
 15. 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 Toshiba, dated [* * *].
 
 * * *
    
    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. Toshiba / Transmeta LongRun2 Agreement
    
    45




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EXHIBIT C
 Maintenance Services and Fees
  Maintenance Services
  [* * *]
 
 * * *
    
    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. Toshiba / Transmeta LongRun2 Agreement
    
    46




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EXHIBIT D
 Technical Support Services and Fees
  1.
Transmeta Technology Transfer Training
  2.
Technical Support Services
 [* * *] [* * *] [* * *]
 Project
    
    
    
    
    
    Estimated
    
    FeeDescription
    
    FTE
    
    [* * *]
    
    [* * *]
    Total1. Consulting on [* * *]
    
    
    [* * *]
    
    
    
    [* * *]
    
    
    
    [* * *]
    
    
    
    [* * *]2. Circuit development for [* * *]
    
    
    [* * *]
    
    
    
    [* * *]
    
    
    
    [* * *]
    
    
    
    [* * *]3. [* * *] design and implementation
    
    
    [* * *]
    
    
    
    [* * *]
    
    
    
    [* * *]
    
    
    
    [* * *]4. Consulting on [* * *]
    
    
    [* * *]
    
    
    
    [* * *]
    
    
    
    [* * *]
    
    
    
    [* * *]Total
    
    
    [* * *]
    
    
    
    [* * *]
    
    
    
    [* * *]
    
    
    
    [* * *]
 3. Technical Support Services Fee. [* * *] [* * *] [* * *]
 
 * * *
    
    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. Toshiba / Transmeta LongRun2 Agreement
    
    47




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[* * *] [* * *]
 
 * * *
    
    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. Toshiba / Transmeta LongRun2 Agreement
    
    48




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EXHIBIT E
 Royalties
  Cumulative wafers
    
    Royalty for 8 wafers
    

Royalty
for 12 or other size wafers[* * *]
    
    
    [* * *]
    
    
    
    [* * *][* * *]
    
    
    [* * *]
    
    
    
    [* * *][* * *]
    
    
    [* * *]
    
    
    
    [* * *][* * *]
    
    
    [* * *]
    
    
    
    [* * *][* * *]
    
    
    [* * *]
    
    
    
    [* * *][* * *]
    
    
    [* * *]
    
    
    
    [* * *]
 Note to Royalty 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. Toshiba / Transmeta LongRun2 Agreement
    
    49




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EXHIBIT F
 MEMORANDUM OF ACCEPTANCE
 
 
   TRANSMETA CORPORATION:
    
    
    
    TOSHIBA CORPORATION:By:
    
    
    
    
    
    By:Name:
    
    
    
    
    
    Name:Title:
    
    
    
    
    
    Title:
 Toshiba / Transmeta LongRun2 Agreement
    
    50




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EXHIBIT G
 Identified Personnel for Receipt of Transmeta Technology
 Toshiba / Transmeta LongRun2 Agreement
    
    51