(i) subject to Section 5.01(v) and Section 5.01(w),
mortgage,
pledge, encumber or otherwise subject to any Lien
(other than Permitted Liens)
or license any material assets
(other than Intellectual Property Rights (which
are the
subject of, and governed by, Section 5.01(j), Section
5.01(v) and
Section 5.01(w))), tangible or intangible,
except in each case for mortgages,
pledges or Liens (i) that
are in the ordinary course of business consistent
with past
practice, (ii) not exceeding $50 million individually or
$200 million in the aggregate, (iii) between the Company and
a wholly
owned Subsidiary of the Company or between wholly
owned Subsidiaries of the
Company and (iv) pursuant to
existing contracts in existence on the date
hereof, in
accordance with their terms as in effect on the date hereof;
(j)
subject to Sections 5.01(v) and Section 5.01(w),
license, assign, mortgage,
pledge, subject to any Lien,
grant a covenant not to sue, or otherwise encumber
any
Intellectual Property Right, assert any Intellectual
Property Right in any
new Action or in any counter claim, or
amend, renew, terminate, sublicense,
assign, or otherwise
modify any license or other agreement by the Company or
any
of its Subsidiaries with respect to any Intellectual
Property Right, other
than: (i) non-transferable, non-
sublicensable, non-exclusive standard licenses
entered into
in the ordinary course of business, consistent with past
practices, to any person for sale or distribution of, or
use, solely for a
Company Product (including to customers,
contract manufacturers, developers and
resellers) and (ii)
declarations of patents to standard setting bodies under
pre-existing commitments to declare such patents;
(v) settle any Action
(including any Action relating to this
Agreement or the transactions
contemplated hereby, and
including the Actions set forth in Section 3.10 of the
Disclosure Letter), providedthat the Company and its
Subsidiaries, in any
fiscal quarter, may enter into
settlements that would not involve any of the
following: (i)
the sale, mortgage, pledge or other disposition or
encumbrance
of any Intellectual Property Right or the grant
of any license (or similar
commitment, such as a covenant
not to sue) from the Company or its Subsidiaries
(nor any
potential obligation to grant the foregoing in the future),
(ii) the
amendment, renewal, termination, sublicense,
assignment, or modification of a
license or similar
agreement with the Company, or (iii) a commitment to make
any payment or provide other consideration where the
aggregate value of all
consideration in respect of all such
settlements entered into in any calendar
quarter (or, if
there are royalties or other consideration other than fixed
cash payments, the reasonable expected value) exceeds the
dollar amount set
forth on Section 5.01(v) of the Disclosure
Letter on a cumulative
basis;
Those are the paragraphs I found concerning IP. At most
Google has a veto over Motorola's suits. They do NOT have
the ability to
initiate. ---
(Note IANAL, I don't play one on TV, etc, consult a
practicing attorney, etc, etc)
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