LONGRUN2 TECHNOLOGY LICENSE AGREEMENT

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,

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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.

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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.

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 B and as amended from time to time, by mutual agreement of the parties.

2.

LICENSES, LICENSE ROYALTIES AND NON-ASSERTION RIGHTS

2.1

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:

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.

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 .

(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.

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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.

(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.

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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.

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

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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.

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 TAXES

4.1

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 REQUIREMENTS

5.1

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

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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.

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 TERMINATION

6.1

Term . This Agreement will begin on the Effective Date and will remain in force unless and until terminated in accordance with Section 6.2.

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

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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.

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.

CONFIDENTIALITY

7.1

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 lim